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, 2003

               Financial Statement Information in Part F/S Omitted

   [ ] 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

                             FEMONE, INC.
                        formerly 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.)

5600 Avenida Encinas, Suite 130
Carlsbad, CA

92008

--------------------------------------------         -----------
(Address  of  principal  executive  offices)         (Zip  Code)

760-448-2498

---------------------------
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 June 30, 2003, 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, 2003.
We have not issued any securities without registration pursuant to the
Securities Act since June 30, 2003.

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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
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, 2003. 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.


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:

None

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

None

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                                    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.

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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.

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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, 2003.



Date of Form 8-K     Date of Filing with the SEC   Description of the Form 8-K
------------------   ---------------------------   ---------------------------
September 22, 2003   September 22, 2003            Disclosure of merger with
                                                   with FemOne, Inc.

Date of Form 8-K/A    Date of Filing with the SEC   Description of the Form 8-K
------------------   ---------------------------   ---------------------------
September 24, 2003   September 24, 2003            Correction of disclosure of
                                                   merger re 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/ Alfred Hanser
     -----------------------------------
     Alfred Hanser, President and
     Director
     Date:     October  03,  2003



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/ Alfred Hanser
     -----------------------------------
     Alfred Hanser,  President  and  Chief  Executive  Officer
     Treasurer  and  Chief  Financial  Officer
     (Principal  Executive  Officer)
     (Principal  Financial  Officer  and  Principal  Accounting  Officer)
     Director
     Date:     October 3, 2003





<PAGE>


                                 CERTIFICATIONS

I, Alfred Hanser,  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  3, 2003          /s/ Alfred Hanser
                                   -----------------------------------
                                   (Signature)
 Chief Financial Officer
                                     (Title)

                                  Page 16 of 16



<PAGE>


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

I, Alfred Hanser, Chief Executive Officer and Chief Financial Officer, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-KSB of New Paltz
Capital Corp. for the year ended June 30, 2003 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that the information contained in the Annual Report on Form 10-KSB fairly
presents in all material respects the financial condition and results of
operations of New Paltz Capital Corp.




By:    /s/ Alfred Hanser
     -----------------------------
Name:  Alfred Hanser

Title: Chief Executive Officer and Chief Financial Officer

Date: October 3, 2003