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

                                  FORM 10-KSB/A

                                   (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 Included

   [ ] 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.

                 (Name of small business issuer in its charter)
                       (formerly New Paltz Capital Corp.)



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.) $320,725 based on the last sales price of the
Registrant's common stock on September 1, 2003.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date,  38,487,000 as of October 1, 2003. As
of approximately  October 17, 2003, the total number of outstanding  shares will
be  reduced to  approximately  28,900,835  in  connection  with our merger  with
FemOne, Inc. as described below.

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

1 of 16



<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

YOU ARE URGED TO READ THIS AMENDED FORM 10KSB CAREFULLY AS IT DESCRIBES OUR
BUSINESS AS IT EXISTED ON JUNE 30, 2003, THE END OF OUR MOST RECENT FISCAL YEAR.
OUR BUSINESS PLAN WAS ABANDONED ON SEPTEMBER 19, 2003 IN CONNECTION WITH A
CHANGE OF CONTROL AS SET FORTH IN OUR SCHEDULE 14 F FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON AUGUST 20, 2003 AND FORM 8-K AND 8-K/A FILED WITH THE
SEC ON SEPTEMBER 22, 2003 AND SEPTEMBER 24, 2003, RESPECTIVELY.

On August 20, 2003 all of our outstanding shares of control stock were acquired
by Ray Grimm and Alfred Hanser pursuant to Schedule 14F previously filed with
the Securities and Exchange Commission. On September 19, 2003 we entered into a
letter of intent with FemOne, Inc. whereby the Company has agreed in principle
to acquire all of the issued and outstanding shares of FemOne, Inc. in exchange
for the issuance by the Company of previously unissued restricted common stock.
The Company thereon abandoned its business plan and adopted the business of
FemOne, Inc. to develop, produce and distribute health and beauty products. This
Form 10KSB/A report will address our business as it existed on June 30, 2003,
the date of our most recent fiscal year end.

On August 1, 2003, Mr. William Asselstine (the "Seller"), the majority
shareholder, president, secretary, treasurer, and a director of the Company,
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with
Mr. Raymond W. Grimm, Jr. and Alfred Hanser (the "Purchasers"). Under the terms
of the Stock Purchase Agreement, Mr. Asselstine has sold to Mr. Grimm and Mr.
Hanser an aggregate of 5,000,000 shares of the common stock of the Company,
representing approximately 77.9% of the Company's current outstanding shares of
common stock. The closing of the purchase and sale of shares was effective
August 20, 2003. As a condition of the Stock Purchase Agreement, Mr. Asselstine
has agreed to resign as director, president, secretary and treasurer of the
Company and to appoint Mr. Grimm and Mr. Hanser as directors of the Company. The
changes to the board of directors of the Company will not be effective until at
least ten days after this Information Statement is mailed or delivered to all of
the Company's shareholders in compliance with Section 14(f) of the Securities
Exchange Act of 1934, as amended, and Rule 14f-1 thereunder.

We were an exploration stage company engaged in the acquisition and exploration
of mineral properties. We owned eight mineral claims that we refer to as the Oro
Dinero mineral claims, as described below.

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.

2 of 16



<PAGE>


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;

3 of 16



<PAGE>


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

4 of 16



<PAGE>


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.

5 of 16



<PAGE>


Employees

As of June 30, 2003 we had no employees other than Mr. William Asselstine, our
president, secretary and treasurer.

As of June 30, 2003 we conducted our business largely through agreements with
consultants and arms-length third parties.

Research and Development Expenditures

As of June 30, 2003 we had not incurred any research or development expenditures
since our incorporation.

Subsidiaries

As of June 30, 2003 we did not have any subsidiaries.

Patents and Trademarks

As of June 30, 2003 we did not own, either legally or beneficially, any patent
or trademark.

ITEM 2. DESCRIPTION OF PROPERTY.

As of June 30, 2003 we did 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, 2003.

6 of 16



<PAGE>


                                     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. Our
symbol as of June 30, 2003 was "NPZC." As of October 3, 2003, we have formally
changed our name to FemOne, Inc. by amendment to our articles of incorporation
as filed with the Secretary of State of Nevada. As of October 9, 2003 our symbol
was changed to "FEMOV." The "V" modifier will be dropped off when our transfer
agent completes the distribution of shares pursuant to a 6 for 1 forward split
by a stock dividend that was announced on September 1, 2003. The Company's
shares became eligible for trading in the second calendar quarter of 2002. There
has been approximately 200,000 shares traded 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.

As of June 30, 2003 we had 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. However, the Board voted to issue a stock dividend of five shares for
every outstanding share effective as of September 1, 2003 such that the existing
6,414,500 outstanding shares resulted in there being 38,487,000 shares
outstanding.

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.

7 of 16



<PAGE>


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

As of June 30, 2003 our business plan was 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. On August 1, 2003, Mr. Raymond W. Grimm, Jr. and Mr. Alfred Hanser as
purchasers, and Mr. William Asselstine, as seller, entered into the Stock
Purchase Agreement, pursuant to which Mr. Grimm and Hanser agreed to acquire
5,000,000 shares of our common stock (representing approximately 77.9% of the
outstanding shares of our common stock) from Mr. Asselstine and shareholder
loans totaling $57,000 for an aggregate purchase price of $279,350. The closing
of the purchase and sale of the shares and shareholders loans pursuant to the
Stock Purchase Agreement took place on August 20, 2003. The purchase of the
shares of common stock by Mr. Grimm and Mr. Hanser from Mr. Asselstine was
consummated in a private transaction and Mr. Grimm and Mr. Hanser together may
now be considered to be in "control" the Company. As a condition of the Stock
Purchase Agreement, Mr. Asselstine has agreed to resign as director, president,
secretary and treasurer and to appoint Mr. Grimm and Mr. Hanser as directors of
the Company. On approximately September 1, 2003 the company abandoned its
business plan as a mineral exploration company and became a producer and
distributor of various lines of cosmetics, skin care and nutritional products in
the United States and Canada. The privately held company was incorporated on
March 15, 2002, in the state of California, to engage in cosmetic, skin care and
nutritional product sales through multi-level marketing, generally sold through
its independent sales force, which places the majority of the orders through the
company's website over the internet. The Company merged with 2SIS L.L.C.,
through a general conveyance and assignment agreement, on May 1, 2002. 2SIS
L.L.C. (formerly 2SIS, Inc.) was formed in July 2001 and was in the business of
selling cosmetics to college-aged girls. As of November 8, 2002, 2Chansis, Inc.
changed its corporation name to FemOne, Inc. The Company currently sells three
lines: Cosmetics (2SIS), skincare (Channoine), and nutritional products
(FemOne).


RESULTS OF OPERATIONS

We did not earn any revenues during the year ended June 30, 2003. As a result of
the above-mentioned change of control, on September 19, 2003 we entered into a
letter of intent to acquire all of t he issued and outstanding capital stock of
FemOne, Inc., a privately held California corporation, and we anticipate that
transaction will be completed as of October 17, 2003. At the same time, we
abandoned our business plan as a mineral exploration company and adopted the
business plan of the privately held company to be a producer and distributor of
various lines of cosmetics in the United States and Canada. On October 3, 2003
we formally changed our name to FemOne, Inc. As of the date of this filing, the
most recent audited financial statements of the privately held company were for
December 31, 2002 which showed total assets of $748,407, total current
liabilities of $637,849, total liabilities of $1,249,394, accumulated deficit of
$967,654 and sales of $300,341.

LIQUIDITY AND FINANCIAL CONDITION

We had cash of $331 as of June 30,  2003,  and had  working  capital  deficit of
$96,852 as of June 30, 2003. Our current liabilities as of June 30, 2003 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 as additional
loans payable.  In connection with the acquisition of Mr. Assesltine's shares by
Mr.  Grimm  and Mr.  Hanser,  these  shareholders  loans  were  assigned  by Mr.
Asselstine to Mr. Grimm and Mr. Hanser.

8 of 16



<PAGE>


  As of June 30, 2003 we anticipated that we would incur the following expenses
  over the next twelve months (these numbers are no longer applicable since the
  change in control discussed above). As of June 30, 2002, the date of most
  recent audit of the privately held company, it had incurred a loss in excess
  of $967,000 from inception through December 31, 2002. In addition, on December
  31, 2002 the Company's unrestricted cash balance was less than $1,000, and its
  current liabilities exceeded its current assets by $221,614.

  These factors initially created uncertainty about the Company's ability to
  continue as a going concern. The ability of the Company to continue as a going
  concern is dependent on the Company obtaining adequate capital to fund
  operating losses until it becomes profitable. If the Company is unable to
  obtain adequate capital it could be forced to cease operations. In order to
  continue as a going concern, develop and grow its customer base/revenues and
  achieve a profitable level of operations, the Company will need, among other
  things, additional capital resources. Management's plans to obtain such
  resources for the Company include (1) raising additional capital through sales
  of common stock, the proceeds of which would be used to improve the marketing
  effort of all the Company's product lines; (2) preserve cash by attracting and
  retaining employees by supplementing pay with stock options. In addition,
  stockholders have committed to fund expected shortfalls if necessary to attain
  the Company's goals. This has been demonstrated in the past as evidenced by
  the stockholder notes described in footnote 5. The accompanying financial
  statements do not include any adjustments that might be necessary if the
  Company is unable to continue as a going concern.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

Index to Financial Statements:

<TABLE>

                                TABLE OF CONTENTS


                                                                                                        Page

INDEPENDENT AUDITORS' REPORT                                                                               1
FINANCIAL STATEMENTS
Balance Sheets                                                                                             2
Statments of loss and deficit accumulated during the developement stage                                    3
Statements of Stockholders' Equity (Deficit)                                                               4
Statements of Cash Flows                                                                                   5
NOTES TO FINANCIAL STATEMENTS                                                                        6 to 11

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

<PAGE>




                          INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying balance sheets of New Paltz Capital Corp. as of
June 30, 2003 and 2002, and the related statements of operations, cash flows and
stockholders' equity for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The financial
statements of New Paltz Capital Corp. as of June 30, 2001 and for prior years'
cumulative amounts from developments 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 the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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. as of
June 30, 2003 and 2002, and the results of their operations and their cash flows
for the years 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 2 to the
financial statements the Company is in the development stage and has suffered
recurring losses from operations and recurring deficiencies in working capital
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Dohan and Company, CPA's
Miami, Florida
October 8, 2003



<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>

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

JUNE 30,                                                                                          2003             2002
-------------------------------------------------------------------------------------------- ---------------- ----------------
-------------------------------------------------------------------------------------------- ---------------- ----------------



ASSETS

    Cash and cash equivalents                                                                $           331  $         1,231
    Deferred tax asset less valuation allowance of $32,674 and  $20,978                                   -                -

TOTAL ASSETS                                                                                 $           331  $         1,231
============================================================================================ ================ ================
============================================================================================ ================ ================



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)


LIABILITIES
    Accounts payable and accrued liabilities                                                 $        13,233  $        12,731
    Loans payable to related parties (Note 5)                                                         44,000           10,000

    Total liabilities                                                                                 57,233           22,731

COMMITMENT AND CONTINGENCIES (Note 8)

STOCKHOLDERS EQUITY (DEFICIENCY) (NOTE )
    Common stock
       Authorized
           75,000,000 common shares with a par value of $0.001 per share
       Issued and outstanding
            6,414,500 common shares  ,                                                                 6,414            6,414
    Additional paid-in capital                                                                        33,536           33,536
    Deficit accumulated during the development stage                                                 (96,852)         (61,450)

    Total stockholders' equity (deficiency)                                                          (56,902)         (21,500)

Total liabilities and stockholders' equity (deficiency)                                      $           331  $         1,231
============================================================================================ ================ ================

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>









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


<PAGE>


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

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

                                                                                Cumulative
                                                                              Amounts From
                                                                                 March 14,
                                                                                      2000
                                                                               (Inception)        Year Ended       Year Ended
                                                                               to June 30,          June 30,         June 30,
                                                                                       2003             2003             2002
-------------------------------------------------------------------------- ----------------- ---------------- ----------------
-------------------------------------------------------------------------- ----------------- ---------------- ----------------



EXPENSES
    Consulting                                                             $          7,500  $         3,750  $         3,750
    Mineral property costs (Note 4)                                                  14,353            3,657            7,196
    Office                                                                            2,968            2,081              824
    Professional fees                                                                69,842           25,259           40,419
    Transfer agent                                                                    2,189              655            1,534

Net loss before income taxes                                                        (96,852)         (35,402)         (53,723)

Provision for income taxes                                                               -                -                -


Net loss                                                                   $        (96,852) $       (35,402) $       (53,723)
========================================================================== ================= ================ ================


Basic and diluted net loss per share                                                         $        (0.01)  $        (0.01)
========================================================================== ================= ================ ================
========================================================================== ================= ================ ================


Weighted average number of common shares
    outstanding - basic and diluted                                                                6,414,500        6,414,500
========================================================================== ================= ================ ================

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

















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


<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>

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

                                                                                                         Deficit
                                                     Common Shares                                 Accumulated
                                       ------------ -------------- --------------
                                                                                       Additional     During the
                                       Price per             Number                       Paid-In    Development
                                             Share      of Shares         Amount        Capital          Stage          Total
-------------------------------------- ------------ -------------- -------------- -------------- -------------- --------------
-------------------------------------- ------------ -------------- -------------- -------------- -------------- --------------



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

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

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

  Issuance of common stock for cash    $     0.001      5,000,000          5,000             -              -           5,000

  Issuance of common stock for cash          0.01       1,200,000          1,200         10,800             -          12,000

  Issuance of common stock for cash          0.10          64,500             64          6,386             -           6,450

  Issuance of common stock for cash          0.11         150,000            150         16,350             -          16,500

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

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

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

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

  Net loss for the year                                        -              -              -         (35,402)       (35,402)

Balance, June 30, 2003                                  6,414,500  $       6,414  $      33,536  $     (96,852) $     (56,902)
====================================== ============ ============== ============== ============== ============== ==============

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


















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


<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>

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

                                                                                Cumulative
                                                                              Amounts From
                                                                                 March 14,
                                                                                      2000
                                                                               (Inception)        Year Ended       Year Ended
                                                                               to June 30,          June 30,         June 30,
                                                                                       2003             2003             2002
-------------------------------------------------------------------------- ----------------- ---------------- ----------------
-------------------------------------------------------------------------- ----------------- ---------------- ----------------



CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                               $        (96,852) $       (35,402) $       (53,723)
    Change in non-cash working capital item:
       Increase in accounts payable and accrued liabilities                          13,233              502           11,896

    Net cash used in operating activities                                           (83,619)         (34,900)         (41,827)


CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock for cash                                                39,950               -                -
    Loan payable to related party                                                    44,000           34,000           10,000

    Net cash provided by financing activities                                        83,950           34,000           10,000


Increase (decrease) in cash and cash equivalents for the period                         331             (900)         (31,827)


Cash and cash equivalents, beginning of period                                           -             1,231           33,058


Cash and cash equivalents, end of period                                   $            331  $           331  $         1,231
========================================================================== ================= ================ ================
========================================================================== ================= ================ ================


Cash paid for interest                                                                       $            -   $            -
========================================================================== ================= ================ ================
========================================================================== ================= ================ ================


Cash paid for income taxes                                                                   $            -   $            -
========================================================================== ================= ================ ================

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>









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


<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003




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.       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 common 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.
<TABLE>

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

                                                                                                      2003              2002
         --------------------------------------------------------------------------------- ---------------- -----------------
         --------------------------------------------------------------------------------- ---------------- -----------------

         Working capital (deficiency)                                                      $       (56,902) $       (21,500)
         Deficit accumulated during the development stage                                          (96,852)         (61,450)
         ================================================================================= ================ =================
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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.


         Cash and cash equivalents

         All highly liquid investments with an original maturity of three months
         or less at the date of the acquisition are classified as cash
         equivalents. As at June 30, 2003 and 2002, cash and cash equivalents
         consisted of cash held at banks.




<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003




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

         Financial instruments

         The Company's financial instruments consist of cash and cash
         equivalents, accounts payable and accrued liabilities and loans payable
         due to related parties. 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.


         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 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 4) and therefore an
         estimate of any future cost has not been made.


         Net loss per share

         Basic net loss per share is computed by dividing the 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.


         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 (benefits) result from the net
         change during the period 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.


<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003




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


         Recent accounting pronouncements

         In June 2001, FASB issued Statements of Financial Accounting Standards
         No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143")
         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 June 2002, FASB issued Statements of Financial Accounting Standards
         No. 146, "Accounting for Costs Associated with Exit or Disposal
         Activities" ("SFAS 146") that nullifies Emerging Issues Task Force No.
         94-3, "Liability Recognition for Certain Employee Termination Benefits
         and Other Costs to Exit an Activity (Including Certain Costs Incurred
         in a Restructuring)" ("EITF 94-3"). SFAS 146 requires that a liability
         for a cost associated with an exit or disposal activity be recognized
         when the liability is incurred, whereby EITF 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.

         In October 2002, FASB issued Statements of Financial Accounting
         Standards No. 147, "Accounting of Certain Financial Institutions - an
         amendment of FASB Statements No. 72 and 44 and FASB Interpretation No.
         9" ("SFAS 147"). SFAS 147 requires the application of the purchase
         method of accounting to all acquisitions of financial institutions,
         except transactions between two or more mutual enterprises. SFAS 147 is
         effective for acquisitions for which the date of acquisition is on or
         after October 1, 2002.

         In December 2002, FASB issued Statements of Financial Accounting
         Standards No. 148, "Accounting for Stock-Based Compensation -
         Transition and Disclosure - an amendment of FASB Statement No. 123"
         ("SFAS 148"). SFAS 148 amends FASB Statement No. 123 to provide
         alternative methods of transition for a voluntary change to the fair
         value based method of accounting for stock-based employee compensation.
         In addition, SFAS 148 amends the disclosure requirements of FASB
         Statement No. 123 to require prominent disclosures in both annual and
         interim financial statements about the method of accounting for
         stock-based employee compensation and the effect of the method used on
         reported results. SFAS 148 is effective for fiscal years ending after
         December 31, 2002.

         In April 2003, FASB issued Statements of Financial Accounting Standards
         No. 149 "Amendment of Statement 133 on Derivative Instruments and
         Hedging Activities" ("SFAS 149"). SFAS 149 amends and clarifies
         financial accounting and reporting for derivative instruments,
         including certain derivative instruments embedded in other contracts
         and for hedging activities under FASB Statement No. 133 "Accounting for
         Derivative Instruments and Hedging Activities". SFAS 149 is generally
         effective for contracts entered into or modified after June 30, 2003.

         In May 2003, FASB issued Statements of Financial Accounting Standards
         No. 150 "Accounting for Certain Financial Instruments with
         Characteristics of both Liabilities and Equity" ("SFAS 150"). SFAS 150
         establishes standards for how an issuer classifies and measures certain
         financial instruments with characteristics of both liabilities and
         equity. SFAS 150 is effective for financial instruments entered into or
         modified after May 31, 2003.




<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003




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

         Recent accounting pronouncements

In       November 2002, the FASB issued Interpretation No. 45, or FIN
         45,"Guarantor's Accounting and Disclosure Requirements for Guarantees,
         including Indirect Guarantees of Indebtedness of Others." The
         interpretation requires disclosure about the nature and terms of
         obligations under certain guarantees that we have issued. The
         interpretation also clarifies that a guarantor is required to
         recognize, at inception of a guarantee, a liability for the fair value
         of the obligation undertaken in issuing a guarantee. The initial
         recognition and initial measurement provisions are applicable on a
         prospective basis to guarantees issued or modified after December 31,
         2002. The disclosure requirements in this interpretation are effective
         immediately. We do not expect to be impacted by the issuance of FIN 45.

         On January 17, 2003, the FASB issued FIN 46, "Consolidation of Variable
         Interest Entities, An Interpretation of Accounting Research Bulletin
         No. 51." The primary objectives of FIN 46 are to provide guidance on
         how to identify entities for which control is achieved through means
         other than through voting rights (variable interest entities, or VIE)
         and how to determine when and which business enterprise should
         consolidate the VIE. This new model for consolidation applies to an
         entity in which either (1) the equity investors do not have a
         controlling financial interest or (2) the equity investment at risk is
         insufficient to finance that entity's activities without receiving
         additional subordinated financial support from other parties. We are
         consolidating AralParker, a company in which we own a 50 percent equity
         interest, because we exert significant influence and have a financial
         interest in the form of a loan, in addition to our equity interest.

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


4.       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. During the year ended June 30, 2003 and 2002, the
         Company incurred costs of $3,657 and $7,196, respectively, relating to
         the exploration of these mineral claims.


5.       LOANS PAYABLE TO RELATED PARTIES

         On March 22, 2002, the Company received a loan of $10,000 from a
         company owned by the president of the Company and his relatives. The
         loan was unsecured, bore interest at a rate of 6% per annum and matured
         on March 22, 2003. Demand for repayment did not occur but interest
         continued to be accrued until a new promissory note was issued on May
         7, 2003 for $10,000 with similar terms except in regards to repayment
         which is now due on demand.

         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.



<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003




5.       LOANS PAYABLE TO RELATED PARTIES (cont'd...)

         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.

         On January 10, 2003, the Company received a loan of $5,800 from the
         president of the Company and his relative. The loan is unsecured,
         non-interest bearing and due on demand.

         On February 7, 2003, the Company received a loan of $4,200 from a
         company owned by the president of the Company and his relative. The
         loan is unsecured, non-interest bearing and due on demand.

         On April 17, 2003 and June 26, 2003, the Company received loans of
         $3,000 and $1,000, respectively, from a company owned by the president
         of the Company and his relative. These loans are unsecured,
         non-interest bearing and due on demand.

         As at June 30, 2003 and 2002, accrued interest on the loans payable to
         related parties of $1,505 and $164, respectively, is included in
         accounts payable and accrued liabilities.

         On August 20, 2003, $40,000 of these loans were assigned to the new
directors of the Company, effective September 19, 2003


6.       COMMON STOCK


         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.




<PAGE>


NEW PALTZ CAPITAL CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003




7.       INCOME TAXES

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

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

                                                                                              2003             2002
---------------------------------------------------------------------------------- ---------------- -----------------
---------------------------------------------------------------------------------- ---------------- -----------------

Net loss for the year                                                              $       (35,402) $       (53,723)
================================================================================== ================ =================
================================================================================== ================ =================

Expected income tax recovery                                                       $        12,037  $        18,266
Unrecognized benefit of operating losses                                                   (12,037)         (18,266)

Actual income tax recovery                                                         $            -   $            -
================================================================================== ================ =================

         The significant components of the Company's future income taxes assets
are as follows:

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

                                                                                              2003              2002
---------------------------------------------------------------------------------- ---------------- -----------------
---------------------------------------------------------------------------------- ---------------- -----------------

Future income tax assets:
    Operating loss carryforwards                                                   $        32,674  $        20,978

                                                                                            32,674           20,978
Valuation allowance                                                                        (32,674)         (20,978)

Net future income tax asset                                                        $            -   $            -
================================================================================== ================ =================
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

         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 been offset by a
         valuation allowance and have not been recognized in these financial
         statements.


8.       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 4).


9.       SEGMENTED INFORMATION

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


10.      SUBSEQUENT EVENT

         On September 1, 2003, the Board of Directors declared a five for one (5
         for 1) stock dividend for shareholders of record on September 1, 2003,
         increasing the total shares outstanding to 38,487,000. On September 19,
         2003, the Company entered into a letter of intent with FemOne, Inc.
         whereby the Company has agreed in principle to acquire all of the
         issued and outstanding shares of FemOne, Inc. in exchange for the
         issuance by the Company of previously unissued restricted common stock.



                                    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
----------------------          -----
Ray Grimm                        58
Alfred Hanser                    31

EXECUTIVE  OFFICERS:

Name  of  Officer                Age          Office
--------------------            -----         -------
Ray Grimm                        58           Chief Executive
                                              Officer and Chief

Financial Officer

Alfred Hanser                    31           President



Set forth below is a brief description of the background and business experience
of each of our proposed directors for the past five years.

Mr.  Raymond W. Grimm was the  President of Body Wise  International,  a company
engaged in the distribution of nutritional products, from 1989 to 1999.

Mr. Alfred Hanser was a management consultant in the pharmaceutical industry for
ZS  Associates  from  1997 to  1998.  From  1998 to 2002  Mr.  Hanser  has  been
self-employed.

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

As of June 30, 2003 we had 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, 2003
all such filing requirements applicable to our officers and directors were
complied with.

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
Ray Grimm and Alfred Hanser, our directors and executive officers (our "named
executive officer") for all services rendered in all capacities to us for the
current fiscal year.
<TABLE>

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

                        Summary Compensation Table
                                                       2002-2003
--------------------------------------------------------------------------------
                          Annual Compensation      Long Term Compensation
                       -------------------------   -----------------------
                                           Other                            All
                                           Annual                          Other
                                           Com-                             Com-

Ray Grimm                                                         $132,000               $0.00
$0.00                                              $0.00
Alfred Hanser                                                     $108,000               $0.00
$0.00                                              $0.00
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


STOCK OPTION GRANTS

We did not grant any stock options to our named executive officers during our
most recent fiscal year ended June 30, 2003. We have also not granted any stock
options to our named executive officer since June 30, 2003.

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, 2003. No stock options have been exercised by our
named executive officer since June 30, 2003.

COMPENSATION AGREEMENTS

We currently pay Ray Grimm $132,000 annually and Alfred Hanser $108,000
annually.

12 of 16
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 August 30, 2003 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.
<TABLE>

Common Stock           Raymond W. Grimm, Jr.                                  2,857,000             44.5%
                       P.O. Box 8501
                       Rancho Santa Fe, CA 92067

Common Stock           Alfred Hanser                                          2,143,000             33.4%
                       1915 A Estrella de Mar Ct.
                       Carlsbad, CA 92009

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


(1) Based on a total of 6,414,500 pre forward split shares of our common stock
issued and outstanding as of June 30, 2003. On September 21, 2003 the Board of
Directors declared a 6 for 1 stock dividend resulting in Mr. Grimm owning
17,142,000 shares and Mr. Hanser owning 12,858,000 shares. In connection with
the finalization of the merger with FemOne, Inc., a total of 9,586,165 of these
shares will be retired such that Mr. Grimm will have 9,416,382 shares and Mr.
Hanser will have 7,060,227 shares and employees of the company will collectively
be issued 3,937,266 shares. Following that, the total outstanding shares will be
28,900,835.

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.

On September 1, 2003 the Board of Directors declared a 6 for 1 stock dividend
resulting in Mr. Grimm owning 17,142,000 shares and Mr. Hanser owning 12,858,000
shares. In connection with the finalization of the merger with FemOne, Inc., a
total of 9,586,165 of these shares will be retired such that Mr. Grimm will have
9,416,382 shares and Mr. Hanser will have 7,060,227 shares and employees of the
company will collectively be issued 3,937,266 shares resulting in the total
issued and outstanding shares being 28,900,835.

13 of 16



<PAGE>


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)
32.1                     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 22, 2003   September 22, 2003            Correction of disclosure of
                                                   merger re accountants

Date of Form 8-K     Date of Filing with the SEC   Description of the Form 8-K
------------------   ---------------------------   ---------------------------
October 3, 2003      October 3, 2003               Notice of Name Change to
                                                   FemOne, Inc.





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.

FEMONE, INC.





By:    /s/ Alfred Hanser
     -----------------------------------
     Alfred Hanser, President and
     Director
     Date:     October  15,  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/ Ray Grimm
     -----------------------------------
     Ray Grimm,  Chief  Executive  Office and  Chief  Financial  Officer
     (Principal  Executive  Officer)
     (Principal  Financial  Officer  and  Principal  Accounting  Officer)
     Director
     Date:     October 15, 2003





<PAGE>


                                 CERTIFICATIONS

I, Ray Grimm, Chief Executive Officer and Chief Financial Officer, certify that;

1. I have reviewed this annual  report on Form10-KSB of FemOne,  Inc.,  formerly
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  15, 2003          /s/ Ray Grimm
                                   -----------------------------------
                                   (Signature)
 Chief Financial Officer
                                     (Title)

                                  Page 16 of 16



<PAGE>


                                  Exhibit 32.1

      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, Ray Grimm,  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 FemOne,
Inc.,  formerly 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 FemOne, Inc., formerly New Paltz Capital Corp.




By:    /s/ Ray Grimm
     -----------------------------
Name:  Ray Grimm

Title: Chief Executive Officer and Chief Financial Officer

Date: October 15, 2003