<PAGE>


                     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  June  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  NUMBER        000-49661
                                ---------

                             NEW PALTZ CAPITAL CORP.
                             -----------------------
                 (Name of small business issuer in its charter)


NEVADA                                               88-0490890
--------------------------------------------         ----------
(State  or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                    Identification  No.)

2360  Palmerston  Avenue
Vancouver,  British  Columbia,  Canada               V7V  2W1
--------------------------------------------         -----------
(Address  of  principal  executive  offices)         (Zip  Code)


604-926-2859
---------------------------
Issuer's  telephone  number


Securities registered under Section 12(b)
 of the Exchange Act:                                NOT APPLICABLE.
                                                     --------------


Securities registered under Section 12(g)
 of the Exchange Act:                                COMMON STOCK, PAR
                                                     ---------------------
                                                     VALUE $0.001 PER SHARE.
                                                     -----------------------

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.  [  ]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $NIL
                                                                  ----

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past 60 days. (See definition of affiliate in Rule
                                                                            ----
12b-2  of  the  Exchange  Act.)  $155,595  based  on the last sales price of the
-----                            -----------------------------------------------
Registrant's  common  stock  on  May  10,  2001
-----------------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 6,414,500 as of October 7, 2002.
                                           -------------------------------

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



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                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

We  are  an exploration stage company engaged in the acquisition and exploration
of  mineral  properties. We own eight mineral claims that we refer to as the Oro
Dinero  mineral  claims,  as described below. Further exploration of our mineral
claims  is  required  before  a  final  evaluation  as to the economic and legal
feasibility  of  any mineral reserves that we may discover on our mineral claims
can  be  completed.  There  is  no  assurance that a commercially viable mineral
deposit  exists  on  our  mineral claims. Our plan of operations is to carry out
exploration  work on our mineral claims in order to ascertain whether our claims
possess commercially exploitable quantities of gold. We can provide no assurance
to  investors that our mineral claims contain a commercially exploitable mineral
deposit,  or reserve, until appropriate exploratory work is done and an economic
evaluation  based  on  such  work  concludes  economic  feasibility.

Acquisition  of  the  Oro  Dinero  Mineral  Claims

We  purchased  eight mineral claims located in the Eureka Mining District of the
State  of  Arizona  from  Mr.  Laurence  Sookochoff in September 2000. We paid a
purchase  price  of  $3,500 in consideration for our mineral claims. We refer to
these  mineral  claims  as  the  Oro  Dinero  mineral claims. We acquired a 100%
interest  to  the  Oro  Dinero  mineral  claims.

Recording  of  the  Oro  Dinero  Mineral  Claims

The  Oro  Dinero  mineral  claims consist of eight mineral claims located in the
Eureka  Mining  District  of  the  Yavapai  County  in the State of Arizona. Mr.
Sookochoff recorded the mineral claims with the Bureau of Land Management of the
United  States Department of the Interior. The mineral claims have the following
legal  description:

     Name  of  Mining  Claim          Claim  Number
     -----------------------          -------------

     Oro  Dinero  1                   AMC354106
     Oro  Dinero  2                   AMC354107
     Oro  Dinero  3                   AMC354108
     Oro  Dinero  4                   AMC354109
     Oro  Dinero  5                   AMC354110
     Oro  Dinero  6                   AMC354111
     Oro  Dinero  7                   AMC354112
     Oro  Dinero  8                   AMC354113

The  eight mineral claims comprising the Oro Dinero mineral claims were recorded
with  the  Bureau  of  Land  Management  of  the United States Department of the
Interior  in September 2000 by Mr. Laurence Sookochoff to cover the main area of
potential  gold  mineralization,  as  identified by Mr. Sookochoff. Each mineral
claim  is effective until August 31, 2003.  Mr. Sookochoff recorded the transfer
of  the Oro Dinero mineral claims to New Paltz on October 15, 2000.  Our mineral
claims were extended by us in August 2002 for an additional year expiring August
31,  2003.  We are the legal and beneficial owner of title to the mineral claims
and  no  other  person  has  any  interest  in  the  mineral  claims.

In  order  to  maintain  our  mineral  claims in good standing, we must complete
exploration  work  on  our  mineral  claims  or  pay maintenance fees in lieu of
completing  exploration  work  with  the Bureau of Land Management of the United
States  Department  of  the  Interior.  Currently, a maintenance fee of $100 per
mineral  claim  must  be paid in each year to maintain the mineral claims for an
additional  year.  If  we  fail  to  complete  work on our mineral claims in the
minimum  required amount or pay the maintenance fees in lieu of completing work,
then our mineral claims will lapse and we will lose all interest that we have in
these  mineral  claims.



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The  Oro  Dinero  mineral  claims  are  unpatented  mineral  claims. The primary
difference  between  patented  and unpatented claims is that patented claims are
surveyed  whereas  unpatented  claims  are not. Commonly, when claims are staked
over  ground  that  would  be  in the initial stages of exploration, the mineral
claims  are  unpatented  claims.  This  is  the case with the Oro Dinero mineral
claims.  However,  should  advanced exploration ensue to a stage of mineral zone
development  and  potential  production,  the  claims  are  usually surveyed and
patented. We anticipate that the Oro Dinero mineral claims would be surveyed and
patented if we proceeded to an advanced exploration stage involving mineral zone
development  and  potential  production.

Location  of  the  Oro  Dinero  Mineral  Claims

The Oro Dinero mineral claims are located approximately seven miles southeast of
Bagdad,  Arizona  and  within  two  miles southwest of Crosby Mountain, Arizona.
Access  to  the mineral claims is from Wickenburg, Arizona via Highway 93 for 42
miles  to  Highway  93, a road paralleling Bridal Creek and accessing Bagdad. At
six miles along Highway 93, a rough four wheel drive road junctions with Highway
93  from  the  east  and  leads  to  the Oro Dinero claim group some three miles
distant.

The  property  covers  gentle  to moderate rolling hills with elevations ranging
from  3,100 feet at the southeast corner of the property to over 3,600 feet on a
north-south  ridge near the western boundary. Intermittent flowing streams, such
as  Billy  Springs adjacent to the eastern boundary may provide sufficient water
for  a  test  heap leaching operation. Additional water sources may be available
from  wells  drilled  near  the  Santa  Maria  River.

Geological  Report

We  engaged  Mr.  Laurence  Sookochoff,  P.Eng. to prepare an initial geological
evaluation  report  on  the Oro Dinero mineral claims in September 2000 when the
mineral claims were recorded. Laurence Sookochoff is the principal of Sookochoff
Consultants, Inc. with offices in Vancouver, British Columbia. Mr. Sookochoff is
a  graduate  of  the  University  of  British  Columbia and holds a Bachelors of
Science  degree  in  Geology. He has been practicing in the field of Geology for
the  past  thirty-five  years  and  is  registered and in good standing with the
Association  of  Professional  Engineers  of  British  Columbia.

The  purpose  of  the  report was to summarize the information from the previous
exploration  of  the  mineral  claims and to recommend exploration procedures to
establish  the  feasibility  of a gold mining project on the mineral claims. The
geological  report  summarizes  the results of the history of the exploration of
the mineral claims, the regional and local geology of the mineral claims and the
mineralization and the geological formations identified as a result of the prior
exploration.  The  geological  report also gives conclusions regarding potential
mineralization  of  the  mineral  claims  and  recommends  a  further geological
exploration  program  on  the  mineral  claims.

Mr.  Sookochoff  updated  this  geological  evaluation report in October 2001 to
incorporate  the  results  of  phase  one  of the first stage of the recommended
geological  work  program. This updated report is entitled Geological Evaluation
Report  on  the  Oro  Dinero  Claim  Group  and  is  dated  October  25,  2001.

Exploration  History  of  the  Mineral  Claims

The  history  of  the  exploration  of  the  mineral claims is summarized in the
original  geological  report  that  we obtained from Mr. Sookochoff, P. Eng. The
following  summary  of the exploration history of the mineral claims is based on
Mr.  Sookochoff's  summary  of  this  exploration  history:

1.   The  Oro  Dinero mineral claims were the subject of a heap leaching test in
     1979  when a total of 500 tons of surface mineralized rock was stripped and
     gold  extracted  by  leaching  using  cyanide;


2.   Several  of  the mineralized rock showings on the Oro Dinero mineral claims
     were  sampled  in  1979;



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3.   The  northern portion of the Oro Dinero mineral claims were mapped, sampled
     and  geochemically  surveyed  in  1980;

4.   Mr.  Sookochoff  carried  out a sampling program on the property covered by
     the  Oro  Dinero  mineral  claims  in  1983;

5.   Mr.  Sookochoff carried out a limited sampling program of the main showings
     of  the  Oro  Dinero  mineral  claims  in  1998.

Geology  of  the  Mineral  Claims

The  geological  report identified gold mineralization on the Oro Dinero claims.
The  gold  mineralization  was  present  in  zones  of fracturing and alteration
appearing  vein-like in their surface trace. A vein is a fault, crack or fissure
in  a  rock filled by minerals that have traveled upwards from some deep source.
The  geology  of  the  property  is  such  that the gold mineralization could be
attributed  to  or  associated  with  various  geological  scenarios. The report
concluded  that  based on the encouraging samples results from prior exploration
and the favorable geological setting of the Oro Dinero claim group, there is the
potential  for  the delineation of adequate reserves of gold on which to base an
economic  gold  production  operation.

Recommendations  of  Geological  Report

In  his  original  geological  report,  Mr.  Sookochoff, P. Eng. recommended the
completion  of  a  three-stage geological work program on the Oro Dinero mineral
claims.

The  first  stage  of the exploration program was recommended to be comprised of
the  following  phases:

     1.   The  first phase would be comprised of obtaining aerial photographs or
          satellite  imagery  data  for  the  area  to  analyze the property for
          structural features that may control the mineral zones. This phase has
          been  completed  by  us  at  a  cost  of  $5,000;

     2.   The  second  phase  would be comprised of establishing a grid over the
          entire  property  for  a  control  of the exploration programs and the
          completion of prospecting and detailed geological mapping and sampling
          over the property. This second phase is referred to as phase 1A in Mr.
          Sookochoff's  updated  geological  report.  The  purpose of this phase
          would  be to establish the geological reason for mineralization on the
          property.  Large  and  small  geological  structures would be noted in
          addition  to  the  type  of alteration, alteration minerals, degree of
          alteration and the mineralization features. The estimated cost of this
          second  phase  of  stage  one  is  $7,500;

     3.   The third phase of stage one would be comprised of geophysical surveys
          of  the  property.  This third phase is referred to as phase 1B in Mr.
          Sookochoff's  updated  geological  report. This survey would include a
          visit  to  the  site  of  the  mineral  claims.  The estimated cost of
          completion  of  the  third  phase  of  stage  one  is  $37,500.

The  second  stage  of  the  exploration  program  would  be  comprised  of  a
diamond-drilling program to test the mineral zones and to obtain core samples to
visually  examine  the  geology  of  the bedrock hosting the mineralization. The
drilling  program  would  require  access to the site of the mineral claims with
drilling  equipment. The estimated cost of completion of the second phase of the
exploration  program  is  $75,000.

The  third  stage  of  the  exploration  program would be comprised of a reverse
circulation-drilling program to delineate the mineral zones as determined in the
second  stage. The initial holes should be drilled to twin a mineralized diamond
drill  hole  in  order  to  establish a common basis to determine the comparable
mineralization  factor  in  each  hole.  The estimated cost of completion of the
third  stage  of  the  exploration  program  is  $100,000



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The  total  cost for all three stages of the exploration program is estimated to
be  $225,000.  We  had a working capital deficit of $21,500 as of June 30, 2002.
Accordingly,  we will require additional financing in order to complete the full
three  stage  exploration  program.

The  geological  review  and  interpretations  required  in  each  stage  of the
exploration  program would be comprised of review of the data acquired from each
stage  of  the  exploration  program  and an analysis of this data to assess the
potential  mineralization  of  the mineral claims. Geological review entails the
geological  study  of  an  area  to  determine  the  geological characteristics,
identification  of rock types and any obvious indications of mineralization. The
purpose  of  undertaking the geological review would be to determine if there is
sufficient  indication for the area to host mineralization to warrant additional
exploration.  Positive results of each stage of the exploration program would be
required  to  justify continuing with the next stage of the exploration program.
Such  positive  results  would  include  the  identification  of  the  zones  of
mineralization.

Geological  Exploration  Program

We  accepted  the recommendations of the geological report and we have proceeded
with  the  first  phase  of  stage one of the recommended geological exploration
program in our fiscal year ended June 30, 2002. As a result of the completion of
this  first  phase,  we received the updated geological report of Mr. Sookochoff
dated  October  25,  2001.

Mr.  Sookochoff  concluded  in his updated geological report that the Oro Dinero
claim  group  covers  favourable  geology  and  mineralization for a potentially
economic  gold  deposit.  Mr.  Sookochoff also gave conclusions as to geological
nature  of  this potential deposit.  Based on this updated report, we determined
to  proceed  to  complete  phase  two of stage one of the geological exploration
program.

We  will  make  a determination whether to proceed with the third phase of stage
one  of  the exploration program upon completion of second phase of stage one of
the  exploration program by Mr. Sookochoff and the review of the results of this
second phase. In completing this determination, we will make an assessment as to
whether  the  results  of  phase  two  of stage one are sufficiently positive to
enable us to achieve the financing that will be necessary for us to proceed with
phase  three  of  stage  one  of  the  exploration program. This assessment will
include  an  assessment  of  the  market  for  financing  of mineral exploration
projects  at  the  time  of  our  assessment.

Current  State  of  Exploration

Our  mineral  claims  presently  do  not  have  any proven mineral reserves. The
property  that  is the subject to our mineral claims is undeveloped and does not
contain any open-pit or underground mines. There is no mining plant or equipment
located  on  the  property  that is the subject of the mineral claim. Currently,
there  is  no  power  supply  to  the  mineral  claim.

We have only recently commenced exploration of the mineral claim and exploration
is  currently  in  the preliminary stages. The status of our planned exploration
program  is  discussed  in  detail  below.  Our  planned  exploration program is
exploratory  in  nature  and there is no assurance that mineral reserves will be
proven.

Compliance  with  Government  Regulation

We  will be required to conduct all mineral exploration activities in accordance
with  the  Bureau  of  Land  Management  of  the United States Department of the
Interior.

We  will  be  required  to obtain a permit prior to the initiation of the second
stage  of the recommended exploration program as this stage will involve diamond
drilling  on the property. A plan of operation would be required to be submitted
in  connection  with  the permit application. It is estimated that it would take
approximately  two  months to obtain the required permit at an estimated cost to
us  of  $10,000.



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Employees

We have no employees other than Mr. William Asselstine, our president, secretary
and  treasurer.


We  conduct  our  business  largely  through  agreements  with  consultants  and
arms-length  third  parties.

Research  and  Development  Expenditures

We  have  not  incurred  any  research  or  development  expenditures  since our
incorporation.


Subsidiaries

We  do  not  have  any  subsidiaries.

Patents  and  Trademarks

We  do  not  own,  either  legally  or  beneficially,  any  patent or trademark.



ITEM  2.     DESCRIPTION  OF  PROPERTY.

We  do  not  own or lease any property other than our interest in our Oro Dinero
mineral  claims,  as  described  in  Item  1  -  Description  of Business above.


ITEM  3.     LEGAL  PROCEEDINGS.

We  are  not  a  party to any material legal proceedings and to our knowledge no
such  proceedings  are  threatened  or  contemplated.


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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  June  30,  2002.



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                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

Market  Information

Our  shares  are  currently eligible for trading on the OTC Bulletin Board under

the  stock  symbol NPZC. The Company's shares became eligible for trading in the
second  calendar  quarter of 2002.  There have been no trades to date. While our
shares are eligible for trading on the OTC Bulletin Board, there is no assurance
that  a  public  market  for  our  common  stock  will  materialize.

Holders  of  Common  Stock

As  of the date of October 7, 2002, there were 39 registered shareholders of our
common  stock.

Dividends

There  are  no  restrictions  in  our  Articles  of Incorporation or bylaws that
restrict  us  from  declaring  dividends.  The Nevada Revised Statutes, however,
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     (A)  we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     (B)  our  total assets would be less than the sum of our total liabilities,
          plus  the  amount  that  would  be  needed  to  satisfy  the rights of
          shareholders  who have preferential rights superior to those receiving
          the  distribution.

We have neither declared nor paid any cash dividends on our capital stock and do
not  anticipate  paying  cash  dividends  in the foreseeable future. Our current
policy  is  to  retain  any  earnings  in  order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and  in  accordance  with  the  Nevada  Revised  Statutes.

Recent  Issuances  of  Unregistered  Securities

We  did not issue any securities without registration pursuant to the Securities
Act  of  1933 (the "Securities Act") during our fiscal year ended June 30, 2002.
We  have  not  issued  any  securities  without  registration  pursuant  to  the
Securities  Act  since  June  30,  2002.


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

Our  business  plan is to proceed with the exploration of the Oro Dinero mineral
claims  to determine whether there are commercially exploitable reserves of gold
located  on  the  property  comprising  the  mineral  claims. We have decided to
proceed  with  the  second  phase  of  stage  one  of  the  exploration  program
recommended  by  the  geological  report.  We  anticipate that this phase of the
recommended  geological  exploration  program will cost approximately $7,500. We
had $1,231 in cash reserves as of June 30, 2002 and a working capital deficit of
$21,500  as  of June 30, 2002. Accordingly, we will require additional financing
in  order  to  complete  phase two of stage one. We have no arrangements at this
time  for  such  additional  financing,  although  our  president,  Mr.  William
Asselstine,  has  indicated  that  he  will  advance  sufficient  funds  as  a
shareholders  loan  to  enable us to complete this second phase of stage one. We
will  assess  whether  to  proceed  to  the  third  phase  of  stage  one of the
recommended  geological  exploration program upon completion of an assessment of
the  results of phase two of stage one of the geological exploration program. In
completing  this  determination,  we  will  review  the  conclusions  and
recommendations  that  we  receive  from  Mr. Sookochoff based on his geological
review of the results of the second phase. We will also make an assessment as to
whether  the  results  of  phase  two  are sufficiently positive to enable us to
achieve  the financing necessary for us to proceed with phase three of stage one
of  the  exploration  program.

If  we  complete stage one of our exploration program, we will assess whether to
proceed  to  the  second stage of the recommended geological exploration program
upon  completion  of  an  assessment  of  the  results of the first stage of the
geological  exploration  program. In completing this determination, we will make
an  assessment  as  to  whether  the results of the first stage are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
the  second  stage  of  the exploration program. This assessment will include an
assessment of our cash reserves after the completion of stage one and the market
for  financing  of  mineral  exploration projects at the time of our assessment.

RESULTS  OF  OPERATIONS

We  did not earn any revenues during the year ended June 30, 2002. We anticipate
that  we  will  not  earn  revenues  until  such  time  as  we have entered into
commercial  production  of  our  mineral  properties.  We  are  presently in the
exploration  stage  of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or  if  such  resources  are  discovered,  that  we  will  enter into commercial
production  of  our  mineral  properties.

We  incurred operating expenses in the amount of $53,723 for the year ended June
30,  2002.  These  operating  expenses included mineral property acquisition and
exploration  costs  in  the  amount  of $7,196 in connection with the Oro Dinero
mineral claims. We also incurred professional fees in the amount of $40,419 that
were  attributable  our  corporate  organization  and  our filing a registration
statement  with  the  Securities and Exchange Commission. We anticipate that our
expenses  on professional fees will increase on an ongoing basis as we are now a
reporting  company  under  the  Securities  Exchange  Act  of  1934.

We  incurred  a  loss  of $53,723 for the year ended June 30, 2002. Our loss was
attributable  entirely  to  our  operating  expenses.

LIQUIDITY  AND  FINANCIAL  CONDITION

We  had  cash  of $1,231 as of June 30, 2002, and had working capital deficit of
$21,500 as of June 30, 2002. Accordingly, we currently have insufficient working
capital  to  complete  phase two of stage one of our exploration program for the
Oro  Dinero  mineral  claim  property  without additional financing. Our current
liabilities as of June 30, 2002 include accounts payable and accrued liabilities
in  the  amount  of  $12,731  and  a  loan from Mr. William Asselstine, our sole
officer  and director, in the amount of $10,000.  Mr. Asselstine has advanced to
us  an  additional  $20,000  subsequent  to  June  30,  2002 as additional loans
payable.


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We  anticipate  that  we  will incur the following expenses over the next twelve
months:

1.   $7,500  in  connection with the completion of the second phase of stage one
     of  our  recommended  geological  work  program;

2.   $20,000 for operating expenses, including professional legal and accounting
     expenses  associated  with  our  becoming  a  reporting  issuer  under  the
     Securities  Exchange  Act  of  1934;

We  anticipate  spending  approximately  $27,500  over the next twelve months in
pursuing  our  stated  plan  of  operations.  Of  the  anticipated  expenses, we
anticipate that expenses of approximately $17,500 will be incurred over the next
nine  months.  Based  on  our  working capital deficit of $21,500 as of June 30,
2002, we have insufficient cash resources to pay for our operating expenses over
the  next twelve months without additional financing. Our president, Mr. William
Asselstine,  has  indicated that he will advance sufficient funds to us to cover
the  second  stage of phase one if we are not successful in completing an equity
financing  to  fund  this  work.

We  will  require additional funding in our fourth quarter ending June 30, 2002.
Additional  financing  is  required  to complete, but not to begin, phase two of
stage  one. In the event that we decide to proceed with the third phase of stage
one  of  the  exploration  program,  we  anticipate  additional program costs of
$37,500.  We  anticipate  that  additional funding will be in the form of equity
financing  from  the  sale  of  our  common  stock  or  loans from our principal
shareholder,  Mr.  William Asselstine. However, we cannot provide investors with
any  assurance that we will be able to raise sufficient funding from the sale of
our  common  stock or shareholder loans to fund phases two or three of stage one
of  the  exploration  program.  We  believe  that  debt financing will not be an
alternative  for  our  exploration  program.  We do not have any arrangements in
place  for  any  future  equity  financing.

If  we  determine  not to proceed with further exploration of our mineral claims
due to a determination that the results of our initial geological program do not
warrant  further  exploration  or  due  to  an  inability  to  finance  further
exploration,  we  plan to pursue the acquisition of an interest in other mineral
claims.  We anticipate that any future acquisition would involve the acquisition
of  an  option  to  earn an interest in a mineral claim as we anticipate that we
would  not  have sufficient cash to purchase a mineral claim of sufficient merit
to  warrant  exploration.

ITEM  7.     FINANCIAL  STATEMENTS.

Index  to  Financial  Statements:

1.   Auditors'  Report;

2.   Audited  Financial  Statements for the year ended June 30, 2002, including:

     a.   Balance  Sheets  as  at  June  30,  2001  and  2002;

     b.   Statement  of  Operations  for the years ended June 30, 2001 and 2002;

     c.   Statement  of  Stockholders'  Equity  (Deficiency) for the years ended
          June  30,  2001  and  2002;

     d.   Statement  of  Cash  Flows for the years ended June 30, 2001 and 2002;

     e.   Notes  to  Financial  Statements.



                                  9 of 16

<PAGE>







                             NEW PALTZ CAPITAL CORP.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                                  JUNE 30, 2002


<PAGE>


                               TABLE OF CONTENTS

                                                                            Page

INDEPENDENT  AUDITORS'  REPORT                                               1

FINANCIAL  STATEMENTS

Balance  Sheets                                                              2

Statements of Loss and Deficit Accumulated During the Development Stage      3

Statements  of  Stockholders'  Equity  (Deficiency)                          4

Statements  of  Cash  Flows                                                  5

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS                       6  to  11



<PAGE>

Dohan and Company                              700 North Kendall Drive, #200
Certified Public Accountants                      Miami, Florida  33156-7564
A Professional Association                        Telephone:  (305) 274-1366
                                                  Facsimile:  (305) 274-1368



                          INDEPENDENT AUDITORS' REPORT




To  the  Stockholders  and  Board  of  Directors
New  Paltz  Capital  Corp.
(A  Development  Stage  Company)


We  have  audited  the  accompanying balance sheet of New Paltz Capital Corp. (A
Development  Stage  Company)  as of June 30, 2002, and the related statements of
loss  and deficit accumulated during the development stage, stockholders' equity
(deficiency) and cash flows for the year 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 audit.  The
financial  statements  of  New  Paltz  Capital Corp. as of June 30, 2001 and for
prior  years'  cumulative amounts from development stage activities were audited
by  other  auditors whose report dated August 24, 2001, expressed an unqualified
opinion  on  those  financial  statements  with  an  explanatory  paragraph.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of New Paltz Capital Corp. (A
Development  Stage  Company) at June 30, 2002, and the results of its operations
and  its  cash  flows  for  the  year  then  ended in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 8 to the
financial  statements,  the  Company has no established source of revenue, has a
working capital deficiency and has a deficiency in assets that raise substantial
doubt  about the Company's ability to continue as a going concern.  Management's
plans  in  regards  to  these  matters  are  discussed in Note 8.  The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.





                                                       /s/  Dohan  and  Company
Miami, Florida                                     Certified Public Accountants

October  10,  2002

Member:
Florida  Institute  of  Certified  Public  Accountants
American  Institute  of  Certified  Public  Accountants
-     Private  Companies  and  SEC  Practice  Sections
Accounting  Group  International  -  Offices  in  Principal  Cities  World-Wide

                                       F-1

<PAGE>


NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
BALANCE  SHEETS
================================================================================

<TABLE>
<CAPTION>




June 30,                                       2002       2001
----------------------------------------------------------------
<S>                                          <C>        <C>
ASSETS

 Cash and cash equivalents                   $  1,231   $33,058
 Deferred tax asset less
  valuation allowance of
  20,978 and $2,618                                 -         -
                                             ---------  --------

               TOTAL ASSETS                  $  1,231   $33,058
================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)


LIABILITIES
 Accounts payable and accrued liabilities    $ 12,731   $   835
 Loan payable to related party (Note 4)        10,000         -
                                             ---------  --------
 Total liabilities                             22,731       835
                                             ---------  --------

COMMITMENTS AND CONTINGENCIES
(Notes 7 and 8)

STOCKHOLDERS' EQUITY (DEFICIENCY)
(NOTE 5)
 Common stock
   Authorized
     75,000,000  common shares
     with a par value
     of $0.001 per share
   Issued and outstanding
     for 2002 and 2001
     6,414,500  common shares                   6,414     6,414
 Additional paid-in capital                    33,536    33,536
 Deficit accumulated during
 the development stage                        (61,450)   (7,727)
                                             ---------  --------

 Total stockholders' equity (deficiency)      (21,500)   32,223
                                             ---------  --------

Total liabilities and
stockholders' equity (deficiency)            $  1,231   $33,058
================================================================
</TABLE>



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

                                       F-2

<PAGE>

NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
STATEMENTS  OF  LOSS  AND  DEFICIT  ACCUMULATED  DURING  THE  DEVELOPMENT  STAGE
================================================================================

<TABLE>
<CAPTION>


                               For  the     For  the
                            year  ended   year ended       Cumulative
                              June  30,    June  30,            since
                                   2002         2001        inception
-----------------------------------------------------------------------

<S>                               <C>          <C>          <C>
EXPENSES
 Consulting                       $    3,750   $        -   $    3,750
 Mineral property costs (Note 3)       7,196        3,500       10,696
 Office and sundry                       824           63          887
 Professional fees                    40,419        3,344       44,583
 Transfer agent                        1,534            -        1,534
                                  -----------  -----------  -----------

 Net loss before income
  taxes                              (53,723)     ( 6,907)     (61,450)
 Income taxes                              -            -            -
                                  -----------  -----------  -----------

Net loss                            ($53,723)     ($6,907)    ($61,450)
=======================================================================

Net loss per share (basic
and diluted)                      $    (0.01)  $    (0.00)  $    (0.01)
=======================================================================


Weighted average number of
 shares of common shares
 outstanding (basic and diluted)   6,414,500    5,173,697    4,920,989
=======================================================================

</TABLE>



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

                                       F-3

<PAGE>


NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIENCY)
================================================================================

<TABLE>
<CAPTION>


                                            Common  Stock          Deficit
                                            -------------         Accumulated
                                                       Additional During the
                                    Per Share$/        Paid-In    Development
                                    Number     Amount  Capital    Stage     Total
------------------------------------------------------------------------------------
<S>                                <C>         <C>     <C>      <C>        <C>
                                            -       -        -         -          -

Balance, March 14, 2000                     -  $    -  $     -  $      -   $      -

                                   ----------  ------  -------  ---------  ---------
 Net loss for the period ended              -       -        -      (820)      (820)


Balance, June 30, 2000                      -       -        -      (820)      (820)

                                   $    .001/
Issuance of common stock for cash   5,000,000   5,000        -         -      5,000
                                   $     .01/
Issuance of common stock for cash   1,200,000   1,200   10,800         -     12,000
                                   $     .10/
Issuance of common stock for cash      64,500      64    6,386         -      6,450
                                   $     .11/
Issuance of common stock for cash     150,000     150   16,350         -     16,500

 Net loss for the year ended                -       -        -    (6,907)    (6,907)
                                   ----------  ------  -------  ---------  ---------

Balance, June 30, 2001              6,414,500   6,414   33,536    (7,727)    32,223

 Net loss for the year ended                -       -        -   (53,723)   (53,723)
                                   ----------  ------  -------  ---------  ---------

Balance, June 30, 2002              6,414,500  $6,414  $33,536  $(61,450)  $(21,500)
====================================================================================

</TABLE>



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

                                       F-4


<PAGE>

NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
STATEMENTS  OF  CASH  FLOWS
================================================================================

<TABLE>
<CAPTION>






                                          For  the   For  the
                                        year ended year ended  Cumulative
                                          June 30,   June 30,       since
                                              2002       2001   inception
--------------------------------------------------------------------------------
<S>                                       <C>        <C>       <C>

CASH FLOWS FROM OPERATING
 ACTIVITIES
 Net loss                                 $(53,723)  $(6,907)  $(61,450)

 Change in non-cash
  working capital item:
   Increase in accounts payable
    and accrued liabilities                 11,896        15     12,731
                                          ---------  --------  ---------

 Net cash used in operating
  activities                               (41,827)   (6,892)   (48,719)
                                          ---------  --------  ---------


CASH FLOWS FROM FINANCING
ACTIVITIES
 Issuance of common stock
  for cash                                       -    39,950     39,950
 Loan payable to related party              10,000         -     10,000
                                          ---------  --------  ---------

 Net cash provided by
 financing activities                       10,000    39,950     49,950
                                          ---------  --------  ---------


Increase (decrease) in cash
for the period                             (31,827)   33,058      1,231


Cash, beginning of period                   33,058         -          -
                                          ---------  --------  ---------


Cash, end of period                       $  1,231   $33,058   $  1,231

================================================================================

Cash paid during the period for interest  $      -   $     -   $      -
================================================================================


Cash paid during the
period for income taxes                   $      -   $     -   $      -

================================================================================



</TABLE>

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

                                       F-5

<PAGE>


NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
JUNE  30,  2002
================================================================================



1.     HISTORY  AND  ORGANIZATION  OF  THE  COMPANY


The  Company  was  incorporated on March 14, 2000 under the laws of the State of
Nevada.

The  Company  is  in  the business of the exploration of mineral properties. The
Company  has not yet determined whether its properties contain mineral resources
that  may  be  economically  recoverable  and  therefore  is  considered to be a
development  stage  company.



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Financial  statements  presentation

These  financial  statements  have  been  prepared  in conformity with generally
accepted  accounting principles in the United States of America. The significant
account  policies  adopted  by  the  Company  are  as  follows:

Use  of  estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  in  the  United States of America requires management to
make  estimates  and  assumptions  that affect the reported amount of assets and
liabilities  and the disclosure of contingent assets and liabilities at the date
of  the  financial  statements  and the reported amount of revenues and expenses
during  the  reporting period. Actual results could differ from these estimates.

Foreign  currency  translation

Transaction amounts denominated in foreign currencies are translated at exchange
rates  prevailing  at  transaction dates. Carrying values of monetary assets and
liabilities are adjusted at each balance sheet date to reflect the exchange rate
at that date. Non-monetary assets and liabilities are translated at the exchange
rate  on  the  original  transaction  date. Gains and losses from restatement of
foreign  currency  monetary and non-monetary assets and liabilities are included
in  the  statement  of  operations.  Revenues and expenses are translated at the
rates  of  exchange  prevailing  on  the  dates such items are recognized in the
statement  of  operations.

Mineral  property  and  exploration  costs

Costs  of  acquisition  and  exploration  are  expensed  as  incurred.

Environmental  requirements

The  Company  is  not  aware  of  any  environmental requirements or liabilities
related  to  mineral properties (Note 3) and therefore an estimate of any future
cost  has  not  been  made.

Net  loss  per  common  share  (basic  and  diluted)

Basic  loss  per  share  is  computed  by  dividing  loss attributable to common
stockholders  by  the  weighted  average  number  of  shares  of  common  stock
outstanding  in the year. Diluted loss per share takes into consideration shares
of  common  stock  outstanding  (computed  under  basic  loss  per  share)  and
potentially  dilutive  shares  of  common  stock.

                                       F-6

<PAGE>

NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
JUNE  30,  2002
================================================================================

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

Income  taxes

The  Company  follows  Statement of Financial Accounting Standards No. 109 (SFAS
109),  "Accounting  for  Income  Taxes."  A  deferred  tax asset or liability is
recorded  for  all temporary differences between financial and tax reporting and
net  operating  loss  carryforwards. Deferred tax expenses (benefit) result from
the  net  change  during  the  year  of  deferred  tax  assets  and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will  not  be  realized.  Deferred  tax  assets and liabilities are
adjusted  for  the  effects  of  changes  in  tax  laws and rates on the date of
enactment.

Advertising

Advertising  costs  will  be  expensed  as  incurred.

Fair  value  of  financial  instruments

The  Company's  financial  instruments  consist  of  cash,  accounts payable and
accrued liabilities and loan payable. Unless otherwise noted, it is management's
opinion  that  the  Company  is not exposed to significant interest, currency or
credit  risks  arising from these financial instruments. The fair value of these
financial  instruments  approximates  their  carrying  values,  unless otherwise
noted.

Recent  accounting  pronouncements

In  July  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statements  of  Financial  Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations",  and  SFAS  No. 142, "Goodwill and Other Intangible Assets". SFAS
No.  141  requires that the purchase method of accounting be used for all future
business  combinations and specifies criteria that intangible assets acquired in
a  business  combination  must  meet  to  be  recognized and reported apart from
goodwill.  SFAS  No.  142  requires  that  goodwill  and  intangible assets with
indefinite  useful  lives  no  longer  be  amortized,  but  instead  tested  for
impairment  at least annually in accordance with the provisions of SFAS No. 142.
SFAS  No.  142  will  also  require that intangible assets with estimable useful
lives  be  amortized  over their respective estimated useful lives, and reviewed
for  impairment  in  accordance  with  SFAS  No. 121. SFAS 142 is required to be
adopted  for  fiscal  years  beginning  after  December  31,  2001.

In  July  2001,  FASB  issued  SFAS  No.  143  "Accounting  for Asset Retirement
Obligations"  that  records  the  fair  value  of  the liability for closure and
removal  costs  associated with the legal obligations upon retirement or removal
of any tangible long-lived assets. The initial recognition of the liability will
be  capitalized  as  part  of  the asset cost and depreciated over its estimated
useful  life.  SFAS  143  is  required  to be adopted effective January 1, 2003.

In  August  2001,  FASB  issued  SFAS  No. 144 "Accounting for the Impairment or
Disposal  of Long-Lived Assets" that supersedes SFAS No. 121 "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets and for Long-Lived Assets to Be
Disposed  Of." SFAS No. 144 is required to be adopted for fiscal years beginning
after  December  15,  2001.

In April 2002, FASB issued No. 145, "Rescission of FASB Statements No. 4, 44 and
64, Amendment of FASB Statement No. 13, and Technical Corrections". SFAS No. 145
eliminates the requirement that gains and losses from the extinguishment of debt
be  aggregated and, if material, classified as an extraordinary item, net of the
related income tax effect and eliminates an inconsistency between the accounting
for  sale-leaseback  transactions  and  certain  lease  modifications  that have
economic  effects  that  are  similar to sale-leaseback transactions. Generally,
SFAS  No.  145  is  effective  for  transactions  occurring  after May 15, 2002.


                                       F-6
<PAGE>

NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
JUNE  30,  2002
================================================================================

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

Recent  accounting  pronouncements  (cont'd  )


In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal Activities" that nullifies Emerging Issues Task Force Issue No.
94-3 ("EITF Issue 94-3") "Liability Recognition for Certain Employee Termination
Benefits  and  Other Costs to Exit an Activity (Including Certain Costs Incurred
in  a  Restructuring)".  SFAS  No.  146  requires  that  a  liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred, whereby EITF Issue 94-3 had recognized the liability at the commitment
date to an exit plan. The provisions of this statement are effective for exit or
disposal  activities  that  are  initiated  after December 31, 2002 with earlier
application  encouraged.

The  adoption  of  these  new  pronouncements is not expected to have a material
effect  on  the  Company's  financial  position  or  results  of  operations.

3.     MINERAL  PROPERTY  INTEREST

During  the  year  ended  June 30, 2001, the Company acquired a 100% interest in
eight mineral claims for cash consideration of $3,500. The claims are located in
the  Eureka  Mining  District  of  Yavapai  County  in  the  State  of  Arizona.

4.     LOAN  PAYABLE  TO  RELATED  PARTY

The  loan  payable  of  $10,000  due  to a company owned by the President of the
Company  and  his  relatives  is  unsecured,  bears interest at 6% per annum and
matures  on  March  22,  2003.

5.     STOCKHOLDERS'  EQUITY  (DEFICIENCY)

On August 15, 2000, the Company issued 5,000,000 shares of common stock for cash
proceeds  of  $5,000.

On  November  10,  2000, the Company issued 1,200,000 shares of common stock for
cash  proceeds  of  $12,000.

On  January  25, 2001, the Company issued 64,500 shares of common stock for cash
proceeds  of  $6,450.

On  May  5,  2001,  the  Company  issued 150,000 shares of common stock for cash
proceeds  of  $16,500.

Common  shares

The  common  shares  of  the  Company  are all of the same class, are voting and
entitle  stockholders  to  receive  dividends.  Upon  liquidation  or  wind-up,
stockholders  are  entitled  to  participate  equally  with  respect  to  any
distribution  of  net  assets  or  any  dividends  which  may  be  declared.

Additional  paid-in  capital

The  excess of proceeds received for shares of common stock over their par value
of  $0.001,  less  share issue costs, is credited to additional paid-in capital.

                                       F-7

<PAGE>

NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
JUNE  30,  2002
================================================================================


6.     INCOME  TAXES

A  reconciliation  of income taxes at statutory rates with the reported taxes is
as  follows:


================================================================================
                                            2002       2001
Net loss for the year ended               $(53,723)  $(6,907)
================================================================================
Expected income tax recovery              $ 18,266   $ 2,373
Unrecognized benefit of operating losses   (18,266)   (2,373)
                                          ---------  --------
Actual income tax recovery                $      -   $     -
================================================================================
The  significant  components  of the Company's future income taxes assets are as
follows:
================================================================================
Future  income  tax  assets:

 Operating  loss  carryforwards          $  20,978
                                         ----------

                                            20,978
Valuation  allowance                       (20,978)
                                          ---------

Net  future  income  tax  asset          $       -
================================================================================

The  Company has available for deduction against future taxable income operating
losses  of  approximately  $62,000.  These  losses, if not utilized, will expire
commencing  in  2020.  Future  tax benefits which may arise as a result of these
operating  losses  have  not  been  recognized  in  these  financial statements.

7.     COMMITMENTS  AND  CONTINGENCIES

The  Company  is  required  to pay approximately $2,000 annually to maintain its
mineral  property  interest in good standing with the State of Arizona (Note 3).

8.     GOING  CONCERN

These  financial  statements  have  been  prepared  in conformity with generally
accepted  accounting  principles  in  the  United  States  of  America  with the
assumption that the Company will be able to realize its assets and discharge its
liabilities  in  the  normal course of business rather than through a process of
forced  liquidation.  However,  certain  conditions  noted below currently exist
which raise substantial doubt about the Company's ability to continue as a going
concern.  These  financial  statements  do  not  include  any adjustments to the
amounts  and  classifications  of assets and liabilities that might be necessary
should  the  Company  be  unable  to  continue  as  a  going  concern.

The  operations  of  the  Company  have primarily been funded by the issuance of
capital  stock.  Continued  operations  of  the  Company  are  dependent  on the
Company's  ability  to  complete  public equity financing or generate profitable
operations  in  the  future.  Management's  plan  in  this  regard  is to secure
additional  funds  through  future equity financings. Such financings may not be
available  or  may  not  be  available  on  reasonable  terms.

================================================================================

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

Working  capital  (deficiency)                          $  (21,500)    $  32,223
Deficit  accumulated  during  the  development  stage      (61,450)      (7,727)
================================================================================

                                       F-8

<PAGE>

NEW  PALTZ  CAPITAL  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  Dollars)
JUNE  30,  2002
================================================================================



9.     SEGMENTED  INFORMATION

The  Company  operates  in  one  business,  being  the  exploration  of  mineral
properties,  in  the  United  States  of  America.


10.     SUBSEQUENT  EVENTS

On July 12, 2002, the Company received a loan of $10,000 from a company owned by
the  President  of  the  Company and his relatives. The loan is unsecured, bears
interest  at  a  rate  of  6%  per  annum  and  matures  on  July  12,  2003.

On  September  26,  2002,  the Company received a loan of $10,000 from a company
owned  by the President of the Company and his relatives. The loan is unsecured,
bears  interest  at  a  rate  of 6% per annum and matures on September 26, 2003.



<PAGE>


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

Morgan  &  Company, Chartered Accountants, (the "Former Accountant"), our former
independent  accountant,  resigned  as  our  principal  independent  accountant
effective  September  30,  2002.  We  engaged  Dohan & Company, Certified Public
Accountants,  as  our  principal  independent accountant effective September 30,
2002.  The  decision to change principal independent accountants was approved by
our  board  of  directors.

The Former Accountant's report dated August 24, 2001 on our balance sheets as at
June 30, 2001 and 2000, and statements of operations and deficit, cash flows and
stockholders'  equity  for  the  periods  ended  June  30, 2001 and 2000 did not
contain  an  adverse  opinion  or disclaimer of opinion, nor was it qualified or
modified  as  to  uncertainty,  audit scope, or accounting principles, except as
indicated in the following paragraph extracted from the Former Auditor's report:

"Without  qualifying  our  opinion, we draw attention to Note 1 to the financial
statements.  The  Company has incurred a net loss of $7,727 since inception, has
not  attained  profitable  operations  and  is dependent upon obtaining adequate
financing to fulfill its exploration activities. These factors raise substantial
doubt  that  the  Company  will  be  able  to  continue  as  a  going  concern."

In  connection  with  the audits of the two periods ended June 30, 2001 and 2000
and  the  subsequent interim period through to September 30, 2002, there were no
disagreements  with the Former Accountant on any matter of accounting principles
or  practices,  financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to the satisfaction of the Former Accountant
would  have caused them to make reference thereto in its report on the financial
statements  for  such  year.

In  connection  with  the audits of the two periods ended June 30, 2001 and 2000
and  the  subsequent  interim  period  through to September 30, 2002, the Former
Accountant  did  not  advise  us with respect to any of the matters described in
paragraphs  (a)(1)(iv)(B)(1)  through  (3)  of  Item  304  of  Regulation  S-B.

We  provided  the Former Accountant with a copy of the foregoing disclosures and
requested  in  writing  that  the  Former  Accountant  furnish  us with a letter
addressed  to the Securities and Exchange Commission stating whether or not they
agree  with  such  disclosures. We received the requested letter from the Former
Accountant  and  a  copy  of  the  letter was filed as an exhibit to our Current
Report  on  Form  8-K  filed  with  the  United  States  Securities and Exchange
Commission  on  October  3,  2002.




                                  10 of 16

<PAGE>

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

Our  executive officers and directors and their respective ages as of October 7,
2002  are  as  follows:

DIRECTORS:


Name  of  Director               Age
----------------------          -----
William  J.  Asselstine          58

EXECUTIVE  OFFICERS:

Name  of  Officer                Age          Office
--------------------            -----         -------
William  J.  Asselstine          58           President, Secretary
                                              and Treasurer

Set forth below is a brief description of the background and business experience
of Mr. William Asselstine, our sole executive officer and director, for the past
five  years.

Mr.  William  J. Asselstine is our president, secretary and treasurer and is our
sole  director.  Mr.  Asselstine has been our president, secretary and treasurer
and  our  sole director since March 14, 2000. Mr. Asselstine was the director of
real estate operations for NTG Clarity Networks Inc. from June 2001 to May 2002.
Mr.  Asselstine  was  director of real estate operations for Javelin Connections
Inc.  from  December  2000  to  May  2001.  Mr. Asselstine was a building access
specialist  with  AT&T  Canada Inc. from November 1998 to November 2000. Each of
NTG  Clarity  Networks, Javelin Connections and AT&T Canada is a company engaged
in  the  business  of telecommunications. Mr. Asselstine was a senior negotiator
for  Colliers  International,  an international commercial real estate brokerage
and  property  management business headquartered in Vancouver, British Columbia,
from  March  1980  to  October  1998.  Mr.  Asselstine  served as an officer and
director  of  various companies engaged in the businesses of mineral and oil and
gas  exploration whose shares were traded on the Vancouver Stock Exchange during
the  period  from  the  late  1970's  to  1985. These companies included Boulder
Mountain  Resources  Ltd., The Bullet Group Inc., Maple Leaf Petroleum Ltd., Rio
Blanco Resources Ltd., Warwick Petroleum Ltd., Wildrose Petroleum Ltd., Fairmile
Gold  Corp.,  Buffalo  Resources  Ltd.,  Canadian  Cariboo  Resources Ltd., Rich
Capital  Corp.  and  Xing  Hai  Resources  Ltd.

Mr.  Asselstine,  our  sole  director,  officer  and  employee,  possesses  no
professional  training  or technical credentials in the exploration, development
and operations of metal mines. Mr. Asselstine received his Bachelor of Arts with
a  commerce  major  from Simon Fraser University in Vancouver, British Columbia,
Canada.  Over  the  past year, Mr. Asselstine has spent approximately 10% of his
business time on the affairs of the New Paltz. Mr. Asselstine is not involved as
a  director  or  officer  of  any  other  company  at  this  time.

Term  of  Office

Our  directors  are  elected  for  a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and  hold  office  until  removed  by  the  board.

Significant  Employees

We have no significant employees other than Mr. Asselstine, our sole officer and
director.



                                  11 of 16

<PAGE>



COMPLIANCE  WITH  SECTION  16(a)  OF  THE  SECURITIES  EXCHANGE  ACT

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than ten percent of our equity securities,
to  file  reports  of ownership and changes in ownership with the Securities and
Exchange  Commission.  Officers,  directors  and  greater  than  ten  percent
shareholders  are  required by SEC regulation to furnish the Company with copies
of  all Section 16(a) forms they file. Based on our review of the copies of such
forms received by us, we believe that during the fiscal year ended June 30, 2002
all  such  filing  requirements  applicable  to  our officers and directors were
complied  with  exception that reports were filed late by the following persons:

                                                                 Known Failures
                                    Number       Transactions    To File
                                    Of Late      Not Timely      a Required
Name and Princeton Position         Report       Reported        Form

--------------------------------------------------------------------------------
WILLIAM J. ASSELSTINE, Director     One          None            None
President, Secretary, Treasurer
CEO  and  CFO
--------------------------------------------------------------------------------



ITEM  10.     EXECUTIVE  COMPENSATION.

SUMMARY  COMPENSATION  TABLE

The  table  below  summarizes all compensation awarded to, earned by, or paid to
Mr.  William  Asselstine,  our  sole  director and executive officer (our "named
executive  officer")  for all services rendered in all capacities to us for each
of  our  fiscal  periods  since  inception.


                        Summary Compensation Table
--------------------------------------------------------------------------------
                          Annual Compensation      Long Term Compensation
                       -------------------------   -----------------------
                                           Other                            All
                                           Annual                          Other
                                           Com-                             Com-
                                           pen-   Restricted                pen-
                                           sa-    Stock  Options/   LTIP    sa-
Name        Title      Year Salary   Bonus tion   Awarded SARs*(#)payouts($)tion
----        -----      ---- -------- ----- ------ ------- ------- --------- ----
William     President, 2002     $0     0     0       0       0       0       0
Asselstine  Secretary, 2001     $0     0     0       0       0       0       0
            Treasurer
            & Director


STOCK  OPTION  GRANTS

We  did  not  grant any stock options to our named executive officers during our

most  recent fiscal year ended June 30, 2002. We have also not granted any stock
options  to  our  named  executive  officer  since  June  30,  2002.

EXERCISES  OF  STOCK  OPTIONS  AND  YEAR-END  OPTION  VALUES

No  stock  options  were  exercised  by  our  named executive officer during the
financial  year ended June 30, 2002. No stock options have been exercised by our
named  executive  officer  since  June  30,  2002.

COMPENSATION  AGREEMENTS

We  currently  do  not  pay any compensation to Mr. William Asselstine, our sole
executive  officer and director, in consideration for the management services he
provides  to  us.


                                  12 of 16

<PAGE>



ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table  sets  forth  certain information concerning the number of
shares of our common stock owned beneficially as of October 7, 2002 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our  voting  securities,  (ii)  each  of our directors and named
executive  officers,  and  (iii)  officers  and  directors  as  a  group. Unless
otherwise  indicated, the shareholders listed possess sole voting and investment
power  with  respect  to  the  shares  shown.

--------------------------------------------------------------------------------
Title  of           Name and address       Number of Shares    Percentage  of
class               of beneficial owner    of Common Stock     Common Stock(1)
--------------      -------------------    -----------------   ---------------
Common  Stock       William J. Asselstine   5,000,000 shares   77.9%
                    Director,  President,
                    Secretary  &  Treasurer
                    2360  Palmerston  Avenue
                    Vancouver,  BC,  Canada

Common  Stock       Directors and Officers  5,000,000 shares   77.9%
                    As a Group (1  Person)
--------------------------------------------------------------------------------

(1)  Based  on  a  total  of  6,414,500  shares  of  our common stock issued and
     outstanding  as  of  October  7,  2002.

--------------------------------------------------------------------------------

It is believed by us that all persons have full voting and investment power with
respect  to the shares indicated. Under the rules of the Securities and Exchange
Commission,  a person (or group of persons) is deemed to be a "beneficial owner"
of  a  security if he or she, directly or indirectly, has or shares the power to
vote  or to direct the voting of such security, or the power to dispose of or to
direct  the  disposition of such security. Accordingly, more than one person may
be deemed to be a beneficial owner of the same security. A person is also deemed
to  be  a  beneficial  owner of any security, which that person has the right to
acquire  within  60  days,  such  as  options or warrants to purchase our common
stock.


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Except  as disclosed below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with  us  or  in  any presently proposed transaction that has or will materially
affect  us:

-    Any  of  our  directors  or  officers;
-    Any  person  proposed  as  a  nominee  for  election  as  a  director;
-    Any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  10%  of the voting rights attached to our outstanding shares of
     common  stock;
-    Any  of  our  promoters;
-    Any  relative  or  spouse  of any of the foregoing persons who has the same
     house  as  such  person.

Mr.  William  Asselstine,  our  sole  officer  and  director,  has been our sole
promoter  since  our  inception. Mr. Asselstine has acquired 5,000,000 shares of
our  common stock at a price of $0.001 US per share. Mr. Asselstine paid a total
purchase price of $5,000 for these shares. Mr. Asselstine purchased these shares
on  August 15, 2000. Other than the purchase of his stock Mr. Asselstine has not
entered  into any agreement with us in which he is to receive from us or provide
to  us  any  thing  of  value.



                                  13 of 16

<PAGE>


Mr.  Blake  W.  Asselstine,  the  adult son of Mr. William Asselstine, purchased
100,000 shares of our common stock at a price of $0.01 per share on November 10,
2000  for  an  aggregate  purchase  price  of  $1,000.

Mr.  Ian  James  Asselstine,  the adult son of Mr. William Asselstine, purchased
100,000 shares of our common stock at a price of $0.01 per share on November 10,
2000  for  an  aggregate  purchase  price  of  $1,000.

Mr. James W. Asselstine, the father of Mr. William Asselstine, purchased 150,000
shares  of  our common stock at a price of $0.11 per share on May 5, 2001 for an
aggregate  purchase  price  of  $16,500.

Mr.  William Asselstine has advanced to us loans payable in the aggregate amount
of  $30,000,  of  which $10,000 was advanced as of June 30, 2002 and $20,000 was
advanced  subsequent to June 30, 2002.  All amounts advanced are unsecured, bear
interest  at  the  rate of 6% per annum and are due on the date that is one year
from the date of advance.  The proceeds of the loans were applied to our working
capital  deficiency.

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

(a)     Exhibits


EXHIBIT  NUMBER          DESCRIPTION
---------------          ---------------------
 3.1                     Articles  of  Incorporation  (1)
 3.2                     By-Laws,  as  amended  (1)
 4.1                     Share  Certificate  (1)
99.1                     Certification of Chief Executive Officer
                         and Chief Financial Officer
                         pursuant to pursuant to 18 U.S.C. Section 1350,
                         as adopted pursuant to Section 906 of the
                         Sarbanes-Oxley  Act  of  2002(2)

--------------------------------------------------------------------------------

     (1)  Filed  as  an  exhibit  to  the  Registrant's  Form  SB-2 registration
          statement  originally  filed  on  November  13, 2001 and as amended on
          January  24,  2002  and  February  12,  2002.
     (2)  Filed  as  an  exhibit  to  this  Annual  Report  on  Form  10-KSB


(b)     Reports  on  Form  8-K.

No  reports  on  Form  8-K were filed during the last quarter of our fiscal year
ended  June  30,  2002.

The  following  reports  on  Form  8-K  have  been  filed  since  June 30, 2002.

Date of Form 8-K     Date of Filing with the SEC   Description of the Form 8-K
------------------   ---------------------------   ---------------------------
September 30, 2002   October 3, 2002               Disclosure of Change of
                                                   Independent Auditor from
                                                   Morgan & Company, Chartered
                                                   Accountants to Dohan And
                                                   Company, Certified  Public
                                                   Accountants.



                                  14 of 16

<PAGE>

                                   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.


NEW  PALTZ  CAPITAL  CORP.


By:    /s/ William  J.  Asselstine
     ___________________________________
     William J. Asselstine, President and Chief Executive Officer
     Director
     Date:     October  10,  2002


In  accordance  with  the  Securities  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.



By:    /s/ William J. Asselstine
     ___________________________________
     William  J.  Asselstine,  President  and  Chief  Executive  Officer
     Treasurer  and  Chief  Financial  Officer
     (Principal  Executive  Officer)
     (Principal  Financial  Officer  and  Principal  Accounting  Officer)
     Director
     Date:     October  10,  2002






<PAGE>

                                 CERTIFICATIONS

I,  WILLIAM  J. ASSELSTINE, Chief Executive Officer and Chief Financial Officer,
certify  that;

1.   I  have  reviewed  this  annual  report  on Form10-KSB of New Paltz Capital
     Corp.;

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

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



Date:  October  10,  2002          /s/ William J. Asselstine
                                   ___________________________________
                                   (Signature)

                                   Chief  Executive  Officer  and
                                   Chief  Financial  Officer
                                   ___________________________________
                                   (Title)


                                  Page 16 of 16