UNITED STATES SECURITES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-KSB

              [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                            For Fiscal Year Ended
                              December 31, 2002

                          Commission File # 000-31663
                            AMERICAN PRODUCT CORP.
            (Exact name of registrant as specified in its charter)

                                    NEVADA
        (State or other jurisdiction of incorporation or organization)

                                  88-0440536
                     (IRS Employer Identification Number)

          319 Clematis Street, Suite 527, West Palm Beach, FL  33401
              (Address of principal executive offices)(Zip Code)

                                (561) 366-9211
              (Registrant's telephone no., including area code)

  American IR Technologies, Inc., 3450 E. Russell Road, Suite 111, Las Vegas,
                                 Nevada  89120
  (Former name, former address and former fiscal year, if changed since last
                                   report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(G)  OF THE ACT: Common Stock,
$0.001 Par Value

Indicate  by  check  mark  whether  the  registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d)  of  the Securities Exchange Act of
1934  during  the  preceding  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 [] No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the 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. (  )

Revenues for year ended December  31,  2002: $67,781. Aggregate market value of
the voting common stock held by non-affiliates of the registrant as of February
23,  2004 was $211,303.  Number of shares  of  the  registrant's  common  stock
outstanding as of February 23, 2004 was 76,414,107.

Transitional Small Business Disclosure Format:

      Yes_____ No X


1


<PAGE>



The Private  Securities  Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements.  Certain  of  the  statements contained herein,
which are not historical facts, are forward-looking  statements with respect to
events, the occurrence of which involve risks and uncertainties. These forward-
looking statements may be impacted, either positively or negatively, by various
factors. Information concerning potential factors that could affect our company
is  detailed  from  time  to  time  in  our company's reports  filed  with  the
Commission. This Report contains "forward  looking  statements" relating to our
company's current expectations and beliefs. These include statements concerning
operations,  performance,  financial  condition, anticipated  acquisitions  and
anticipated growth. For this purpose, any  statements  contained in this Report
or  the  Form  10-KSB,  Forms 10-QSB, Forms 8-K, and the Information  Statement
referred to herein that are  not  statements  of  historical  fact are forward-
looking  statements.  Without  limiting the generality of the foregoing,  words
such as "may", "will", "would",  "expect",  "believe",  "anticipate", "intend",
"could", "estimate", or "continue", or the negative or other  variation thereof
or comparable terminology are intended to identify forward-looking  statements.
These  statements  by their nature involve substantial risks and uncertainties,
which are beyond our  company's  control.  Should one or more of these risks or
uncertainties materialize or should our company's  underlying assumptions prove
incorrect,  actual  outcomes  and results could differ  materially  from  those
indicated in the forward-looking statements.

The information in this Report is qualified in its entirety by reference to the
entire  Report;  consequently, this  Report  must  be  read  in  its  entirety.
Information  may not  be  considered  or  quoted  out  of  context  or  without
referencing other  information  contained  in this Report necessary to make the
information considered, not misleading.
2


<PAGE>


                            AMERICAN PRODUCTS CORP.
                             REPORT ON FORM 10-KSB
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                               TABLE OF CONTENTS

                                                                           PAGE
                                    PART I

Item 1.  Description of Business.........................................     1
Item 2.  Description of Property.........................................    13
Item 3.  Legal Proceedings...............................................    13
Item 4.  Submission of Matters to Vote of Security Holders...............    13

                                    PART II

Item 5.  Market for Common Equity and Related Stockholder Matters........    14
Item 6.  Management's Discussion and Analysis............................    14
Item 7.  Financial Statements............................................    17
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure........................................    17

                                   PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons....    18
Item 10. Executive Compensation..........................................    19
Item 11. Security Ownership of Certain Beneficial Owners And Management..    20
Item 12. Certain Relationships and Related Transactions..................    21

                                    PART IV

Item 13. Exhibits and Reports on Form 8-K................................    23

Signatures...............................................................    24
3


<PAGE>



                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS


GENERAL INFORMATION ABOUT AMERICAN PRODUCT CORP.

American  Product  Corp. ("American Product" or  the  "Company")  is  a  Nevada
Corporation formed on  October  29, 1999 under the name American IR Technology,
Inc.  On November 18, 2002, the Company  changed  its  name to American Product
Corp. The Company is a publicly traded company currently listed on the OTC Pink
Sheets under the symbol APRP.

Until  October  of 2002, American Products manufactured and  marketed  consumer
electronic products that targeted the home health and safety markets.  However,
sales from these products were not sufficient to enable the company to continue
operations.  In October  2002,  the  Company  changed  its strategy due to poor
operating conditions and their operating results coupled  with  difficulties in
raising  capital  through debt and equity sources.  The Company adopted  a  new
strategy during the  fourth  quarter  of 2002 that committed to the disposal of
its  current  business  and  to seek a merger/acquisition  transaction  with  a
Company having better financial  resources.   As  of  December  31,  2002,  the
Company ceased all operating activities and had disposed of most of its assets.
The   Company   currently  operates  as  a  development  stage  company,  while
formulating a plan  to  improve its financial position.  The Board of Directors
adopted a new strategy subsequent  to  December  31,  2002, which committed the
Company to seek a merger/acquisition transaction with a  Company  having better
financial resources.

RISK FACTORS


An investment in the securities of the Company involves extreme risks  and  the
possibility  of  the  loss of a shareholder's entire investment.  A prospective
investor should evaluate  all information discussed in this Report and the risk
factors discussed below in  relation  to  his  financial  circumstances  before
investing in any securities of the Company.


1. Going Concern Risk


We  have  had  and  could  have losses, deficits and deficiencies in liquidity,
which could impair our ability to continue as a going concern.

In Note # 1 to our consolidated  financial statements, our independent auditors
have indicated that certain factors  raise  substantial doubt about our ability
to continue as a going concern. Since its inception,  the  Company has suffered
recurring   losses   from   operations  and  has  been  dependent  on  existing
stockholders and new investors  to  provide  the  cash resources to sustain its
operations.  During the years ended December 31, 2002  and  2001,  the  Company
reported net losses and negative cash flows from operations as follows:
<TABLE>
<CAPTION>
                                            2002               2001
                                        ------------        ------------
Net loss                                 $327,948            $929,977
Negative cash flows from operations      $275,266            $904,925
<S>					<C>			<C>
</TABLE>

The Company's continuing negative operating results have resulted in net losses
of approximately  $1,669,049  from  the  period of October 29, 1999 (inception)
through  December  31,  2002.   Additionally,    the  Company  has  ceased  its
operations.   These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's long-term viability as a going concern  involves a high degree of
risk.

         1. No Current Relevant Operating History.  The  Company has no current
            relevant  operating history, revenues from operations,  or  assets.
            The Company  faces  all  of  the  risks of a new business and those
            risks specifically inherent in the  investigation,  acquisition, or
            involvement  in  a  new  business  opportunity.   Purchase  of  any
            securities of the Company must be regarded as placing  funds  at  a
            high risk in a new or "start-up" venture with all of the unforeseen
            costs,  expenses, problems, and difficulties to which such ventures
            are subject.

         2. No Assurance  of  Success  or Profitability.  There is no assurance
            that the Company will acquire a favorable business opportunity.  In
            addition,  even  if the Company  becomes  involved  in  a  business
            opportunity, there  is  no assurance that it will generate revenues
            or profits, or that the market  price of the Company's Common Stock
            will be increased thereby.

         3. Type of Business Acquired.  The type of business to be acquired may
            be one that desires to avoid effecting  a  public  offering and the
            accompanying  expense,  delays, and federal and state  requirements
            which  purport to protect  investors.   Because  of  the  Company's
            limited capital, it is more likely than not that any acquisition by
            the Company  will  involve  other parties whose primary interest is
            the  acquisition  of  a publicly  traded  company.   Moreover,  any
            business opportunity acquired  may  be  currently  unprofitable  or
            present other negative factors.

         4. Lack   of   Diversification.   Because  of  the  limited  financial
            resources of  the  Company, it is unlikely that the Company will be
            able to diversify its  acquisitions  or  operations.  The Company's
            probable inability to diversify its activities  into  more than one
            area  will  subject the Company to economic fluctuations  within  a
            particular business  or  industry  and therefore increase the risks
            associated with the Company's operations.

         5. Regulations.   An acquisition made by  the  Company  may  be  of  a
            business that is  subject  to  regulation  or licensing by federal,
            state, or local authorities.  Compliance with  such regulations and
            licensing can be expected to be a time-consuming, expensive process
            and may limit other investment opportunities of the Company.

         6. Conflicts of Interest.  Certain conflicts of interest exist between
            the Company and its executive officers and directors.  Each of them
            has  other  business interests to which they devote  their  primary
            attention, and  they  may be expected to continue to do so although
            management time should  be  devoted to the business of the Company.
            As a result, conflicts of interest  may  arise that can be resolved
            only through their exercise of such judgment  as is consistent with
            their fiduciary duties to the Company.

         7. Indemnification of Officers and Directors.  The  Company's Articles
            of Incorporation provide for the indemnification of  its directors,
            officers,  employees,  and  agents,  under  certain  circumstances,
            against attorney's fees and other expenses incurred by  them in any
            litigation  to  which  they  become  a  party  arising  from  their
            association  with  or  activities  on  behalf  of the Company.  The
            Company may also bear the expenses of such litigation  for  any  of
            its  directors,  officers, employees, or agents, upon such person's
            promise to repay the  Company; thus, if it is ultimately determined
            that   any  such  person  shall   not   have   been   entitled   to
            indemnification.   This  indemnification  policy  could  result  in
            substantial  expenditures  by the Company that it will be unable to
            recoup.

         8. Dependence  upon  Outside Advisors.   To  supplement  the  business
            experience of management,  the  Company  may  be required to employ
            accountants,  technical  experts, appraisers, attorneys,  or  other
            consultants or advisors. The selection of any such advisors will be
            made   by  management  without   any   input   from   shareholders.
            Furthermore,  it is anticipated that such persons may be engaged on
            an "as needed"  basis  without  a  continuing  fiduciary  or  other
            obligation to the Company.

         9. Need  for  Additional  Financing.   The Company's funds will not be
            adequate to take advantage of any available business opportunities.
            Even if the Company were to obtain sufficient  funds  to acquire an
            interest  in  a  business  opportunity,  it may not have sufficient
            capital to exploit the opportunity.  The ultimate  success  of  the
            Company will depend upon its ability to raise additional capital or
            find  an acquisition candidate or merger candidate.  If no funds or
            acquisition  or  merger  candidate  is   available,  the  Company's
            operations  will be limited to those that can be financed with  its
            modest capital or the Company will cease all operations.

         10.Competition.    The  search  for  potentially  profitable  business
            opportunities is  intensely competitive.  The Company expects to be
            at  a  disadvantage  when  competing  with  many  firms  that  have
            substantially  greater   financial  and  management  resources  and
            capabilities than the Company.   These  competitive conditions will
            exist in any industry in which the Company may become interested.

         11.No Foreseeable Dividends.  The Company has  not  paid  dividends on
            its  Common Stock and does not anticipate paying such dividends  in
            the foreseeable future.

         12.Loss of  Control  by  Present  Management  and  Shareholders.   The
            Company  may  consider  an  acquisition  in which the Company would
            issue as consideration for the business opportunity  to be acquired
            an  amount  of  the Company's authorized but unissued Common  Stock
            that would, upon  issuance, constitute as much as 95% of the voting
            power and equity of  the Company. The result of such an acquisition
            would be that the acquired  company's  stockholders  and management
            would  control the Company, and the Company's management  could  be
            replaced  by  persons  unknown  at  this time.  Such a merger could
            leave investors in the securities of  the  Company  with  a greatly
            reduced  percentage of ownership of the Company.  Management  could
            sell its control  block of stock at a premium price to the acquired
            company's stockholders, although management has no plans to do so.

         13.Dilutive Effects of  Issuing Additional Common Stock.  The majority
            of  the Company's authorized  but  unissued  Common  Stock  remains
            unissued.   The  board of directors of the Company has authority to
            issue such unissued  shares  without  the  consent  or  vote of the
            shareholders  of  the  Company.   The issuance of these shares  may
            further dilute the interests of investors  in the securities of the
            Company and will reduce their proportionate  ownership  and  voting
            power  in  the  Company.   See "Series B Common Shares Authorized,"
            below.

         14.Thinly-traded Public Market.   There  currently  is  only  a thinly
            traded  or  virtually inactive public market for the securities  of
            the Company,  and  no  assurance  can  be  given that a more active
            market will develop or that an investor will  be  able to liquidate
            his investment without considerable delay, if at all.   If  a  more
            active  market  should  develop,  the price may be highly volatile.
            Factors such as those discussed in  this "Risk Factors" section may
            have a significant impact upon the market  price  of the securities
            of the Company.  Owing to what may be expected to be  the low price
            of  the  securities,  many  brokerage  firms may not be willing  to
            effect transactions in the securities.  Even if an investor finds a
            broker  willing to effect a transaction in  these  securities,  the
            combination of brokerage commissions, state transfer taxes, if any,
            and any other selling costs may exceed the selling price.  Further,
            many  lending   institutions  will  not  permit  the  use  of  such
            securities as collateral for any loans.


RECENT FINANCING AND SALE OF UNREGISTERED SECURITIES
None.

EMPLOYEES


As of December 31, 2002, American  Product has 2 full-time employees, including
executive officers, non- executive officers, secretarial and clerical personnel
and field personnel.


ITEM 2. DESCRIPTION OF PROPERTY

As of December 31, 2002, the address  for  the  corporate  offices  at  3450 E.
Russell  Road,  Suite  111, Las Vegas, Nevada 89120. We lease this space at  no
charge.


ITEM 3. LEGAL PROCEEDINGS


The Company incurred substantial  debt  in  their  attempt  to  manufacture and
market consumer electronic products.  Several of the creditors have  filed suit
and two default judgments have been filed.  These claims total $55,401.99  plus
interest and attorneys' fees.


Alt,  Inc.  sued  American IR Technologies, Inc. on December 19, 2001, Case No.
A444128, ALT, Inc.  vs. American IR Technologies, Inc. in the District Court of
Clark County, Nevada,  8th  Judicial  District.  A default judgment was entered
against American IR Technologies in the  amount of $21,542 plus penalties, fees
and interest on April 9, 2002.


Netcore  Technologies  filed  a  complaint  for  damages  against  American  IR
Technologies,  Inc.  on  April  5,  2002,  Case  No.  020-004921  001,  Netcore
Technologies. vs. American IR Technologies, Inc in the Justice Court, Las Vegas
Township,  Clark County, Nevada, 8th Judicial District.   Netcore  Technologies
claims total $5,440.80 plus interest and reasonable attorneys fees.


Stephen A. Zrenda, Jr., P.C. filed a petition against American IR Technologies,
Inc.  on  January 29, 2002, Case No. CJ-2002-848, Stephen A. Zrenda, Jr.,  P.C.
vs. American  IR  Technologies,  Inc  and Ronald A. Ryan in the District Court,
Oklahoma County, Oklahoma.  Stephen  A. Zrenda, Jr. P.C. claims total $5,602.42
as well as any accrued or accruing interest,  court  costs  attorneys' fees and
expenses.


High  Impact Television, Inc. sued American IR Technologies, Inc.  on  December
24, 2001,  Case  No.  01  HL  02183,  High  Impact  Television. vs. American IR
Technologies,  Inc.  and Does 1 through 10, inclusive in  the  Superior  Court,
Orange County, California.   A default judgment was entered against American IR
Technologies in the amount of $13,191.80 on February 6, 2002.


Today's Staffing, Inc. sued American  IR  Technologies,  Inc.  on  December 28,
2001,  Case  No.  A444405, Today's Staffing, Inc. vs. American IR Technologies,
Inc. in the District  Court  of  Clark  County,  Nevada, 8th Judicial District.
Today's Staffing claims total $10,526.80 plus interest  through  the  filing of
$875.67 plus attorneys' fees in the amount of $3,500.00


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





On   October   29,  2002,  the  Company  mailed  an  Information  Statement  to
shareholders of  record  at the close of business on October 29, 2002 effecting
the following changes:


1. Amend the Company's Articles  of  Incorporation  to  increase  the number of
   shares  of  authorized common stock from 20,000,000 shares par value  $0.001
   per share, to  150,000,000 shares and preferred stock from 5,000,000 shares,
   par value, to 30,000,000 shares; and


2. Vote to change the  name  of the company from American IR Technologies, Inc.
   to American Product Corporation.


Votes representing 8,113,208 of  common  stock and 1,945,680 shares of Series A
preferred stock voted to approve these changes.   There  were 19,984,107 common
shares and 1,945,680 Series A preferred stock outstanding as of the record date
of October 29, 2002.  These changes became effective on November 18, 2002.





                                    PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





As of December 31, 2002, American Product had 25,414,107 shares of common stock
and had approximately 60 certificate stockholders of record.


The following table sets forth certain information as to the  high  and low bid
quotations quoted on the OTC Bulletin Board for 2001 and 2002. Information with
respect  to over-the-counter bid quotations represents prices between  dealers,
does not include  retail  mark-ups,  mark-downs  or  commissions,  and  may not
necessarily represent actual transactions.

The Company's common stock, par value $0.001 per share (the "Common Stock"), is
traded  on  the  Over  the  Counter  Bulletin  Board ("OTCBB") under the symbol
"APRP".

There was active trading market for the Common Stock  in  the  year  2001.  The
Company's Common Stock commenced trading on January 5, 2001.

<TABLE>
<CAPTION>
                                    Period           High              Low
                                    --------         ------            -----
                                    2001

First Quarter                                        0.875              0.100
Second Quarter                                       0.430              0.065
Third Quarter                                        0.150              0.030
Fourth Quarter                                       0.220              0.031

                                    2002

First Quarter                                        0.120              0.030
Second Quarter                                       0.040              0.010
Third Quarter                                        0.031              0.010
Fourth Quarter                                       0.030              0.010

                                    2003

First Quarter                                        0.020              0.007
Second Quarter                                       0.007              0.004
Third Quarter                                        0.025              0.004
Fourth Quarter                                       0.010              0.010

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

Our  common  stock  is now reported on the "pink sheets."  The bid price of our
common stock was $.008 per share on February 23, 2004.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

<TABLE>
<CAPTION>
             Number of Securities to be issued 	   Weighted-	Number of Securities remaining
             upon exercise of outstanding          average	available for future issuance
             options, warrants and rights          price of	under equity compensation plans
                                                   outstanding	(excluding securities reflected
                                                   options	in column (a))
                                                   warrants
                                                   and rights
<S>           		<C>                        <C>          	<C>
             		(a)                        (b)         		(c)
Equity       		-0-			   -0-         		-0-
compensation
plans
approved by
security
holders

Equity       		-0-                        -0-         		-0-
compensation
plans not
approved by
security
holders

TOTAL        		-0-                        -0-         		-0-
</TABLE>



OUR TRANSFER AGENT AS OF DECEMBER 31, 2002 IS:

                         Pacific Stock Transfer Co.,
                      500 E. Warm Springs Road, Suite 240
                              Las Vegas, NV 89119

DIVIDENDS


We presently intend to  retain  future  earnings  to  support  our  growth. The
Company has not paid cash dividends on its common stock and does not  intend to
pay any cash dividend in the foreseeable future.  Any payment of cash dividends
in  the  future  will be dependent upon: the amount of funds legally available,
our earnings; financial  condition;  capital  requirements;  and  other factors
which our Board of Directors deems relevant.


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

The   following  is  a  discussion  of  our  financial  condition,  results  of
operations,  liquidity and capital resources. This discussion should be read in
conjunction with  our  Consolidated  Financial Statements and the notes thereto
included elsewhere in this Form 10-KSB.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some  of  the  statements  under "Description  of  Business,"  "Risk  Factors,"
"Management's Discussion and  Analysis  or Plan of Operation," and elsewhere in
this  Report and in the Company's periodic  filings  with  the  Securities  and
Exchange  Commission  constitute  forward-looking statements.  These statements
involve known and unknown risks, significant  uncertainties  and  other factors
what  may cause actual results, levels of activity, performance or achievements
to be materially  different  from  any  future  results,  levels  of  activity,
performance  or  achievements  expressed  or  implied  by such forward- looking
statements.  Such factors include, among other things, those listed under "Risk
Factors" and elsewhere in this Report.

In some cases, you can identify forward-looking statements  by terminology such
as   "may,"   "will,"   "should,"   "could,"   "intends,"  "expects,"  "plans,"
"anticipates," "believes," "estimates," "predicts,"  "potential"  or "continue"
or the negative of such terms or other comparable terminology.

The  forward-looking  statements herein are based on current expectations  that
involve a number of risks  and  uncertainties.  Such forward-looking statements
are  based on assumptions that the  Company  will  obtain  or  have  access  to
adequate  financing for each successive phase of its growth, that there will be
no material  adverse  competitive  or  technological change in condition of the
Company's  business,  that  the  Company's  President   and  other  significant
employees will remain employed as such by the Company, and  that  there will be
no   material   adverse   change  in  the  Company's  operations,  business  or
governmental regulation affecting  the  Company.  The foregoing assumptions are
based  on  judgments with respect to, among  other  things,  further  economic,
competitive  and market conditions, and future business decisions, all of which
are difficult  or impossible to predict accurately and many of which are beyond
the Company's control.

Although management  believes  that  the expectations reflected in the forward-
looking statements are reasonable, management  cannot guarantee future results,
levels of activity, performance or achievements.   Moreover, neither management
nor any other persons assumes responsibility for the  accuracy and completeness
of such statements.

GENERAL

American  Product  Corp.  ("American  Product" or the "Company")  is  a  Nevada
Corporation formed on October 29, 1999  under  the name American IR Technology,
Inc. On November 18, 2002, the Company changed its  name  to  American  Product
Corp. The Company is a publicly trade company currently listed on the OTC  Pink
Sheets under the symbol APRP.

Since  its inception, the Company has suffered recurring losses from operations
and has  been  dependent  on existing stockholders and new investors to provide
the cash resources to sustain  its  operations.  During the year ended December
31, 2002 and 2001, the Company reported  net  losses  of  $327,948 and $929,977
respectively and has ceased all operations.

Until  October  of  2002, American Products manufactured and marketed  consumer
electronic products that targeted the home health and safety markets.  However,
sales from these products were not sufficient to enable the company to continue
operations  and  the  company   ceased  manufacturing  and  marketing  consumer
electronic products in October 2002  and  currently  operates  as a development
stage company.

RESULTS OF OPERATIONS

In  the  October  of  2002,  the Company recognized that expenses significantly
exceeded the revenue being derived from the sale of the product.

Therefore, management reached a determination that it would not be feasible for
the  Company  to  develop, manufacture  and  market  electronic  products  that
targeted the home health and safety markets.  Upon reaching that determination,
management adopted the new business plan summarized under "Plan of Operations,"
below

Currently, there are  no assets in the company.  In the fourth quarter of 2002,
the  office  was closed and  the  furniture  and  equipment  reflected  on  the
September 30,  2002  balance  sheet  were  utilized  by  the former landlord to
satisfy the Company's rent obligation.  All operations ceased and all inventory
and other assets were sold or otherwise utilized to satisfy  obligations of the
Company.  However, the liquid assets of the Company were not sufficient  to pay
many of the creditors and as a result several of the creditors have filed  suit
and  two default judgments have been filed.  These claims total $55,401.99 plus
interest  and attorneys' fees.  See Item 3 - Legal Proceedings.  As part of the
effort to satisfy  the  obligations  of  the  Company,  officers of the company
returned  the Series A Preferred Stock that they had received  on  February  8,
2002 and cancelled  all  obligations  of the company to the officers, including
accrued salary and notes payables.

PLAN OF OPERATIONS

Management intends to seek out and pursue  a  business  combination with one or
more existing private business enterprises that might have  a  desire  to  take
advantage  of the Company's status as a public corporation. Management does not
intend to target  any  particular  industry  but,  rather, intends to judge any
opportunity on its individual merits.  See "Item 1.   Description of Business -
Risk Factors"

LIQUIDITY AND CAPITAL RESOURCES

The company is currently not liquid and has no capital  in  which  to  continue
operations.   The Company is currently a development stage company.  There  can
be no assurance  that  any  of  the plans developed by the Company will produce
cash flows sufficient to ensure its long-term viability.


2004 OUTLOOK


Management intends to seek out and  pursue  a  business combination with one or
more existing private business enterprises that  might  have  a  desire to take
advantage of the Company's status as a public corporation. Management  does not
intend  to  target  any  particular  industry but, rather, intends to judge any
opportunity on its individual merits.   See "Item 1.  Description of Business -
Risk Factors"


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure controls  and  procedures.  Our principal
executive  officer  and  principal   financial  officer, after  evaluating  the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in  the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a
date  (the  "Evaluation  Date")  within  90 days before the filing date of this
quarterly report, has concluded that as  of the Evaluation Date, our disclosure
controls  and  procedures  were  adequate  and designed to ensure that material
information  relating  to  our  consolidated  subsidiaries and us would be made
known to him by others within those entities.

         (b) Changes in internal controls. There were no significant changes in
our  internal  controls  or  to  our  knowledge, in other  factors  that  could
significantly affect our disclosure controls  and  procedures subsequent to the
Evaluation Date.

ITEM 7. FINANCIAL STATEMENTS

The financial statements of the company are set forth beginning on page F-1.

























                         AMERICAN PRODUCT CORPORATION

                             FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001

       (With Report of Independent Certified Public Accountants Thereon)







<PAGE>









                               TABLE OF CONTENTS


                                                            PAGE NO.

Report of Independent Certified Public Accountants              1

Financial statements

   Balance sheet                                                2

   Statements of operations                                     3

   Statement of stockholders' deficit                           4

   Statements of cash flows                                     6

   Notes to financial statements                                7




<PAGE>













              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
American Product Corporation
(Formally known as American IR Technologies, Inc.)
Las Vegas, NV:

We  have  audited  the  accompanying  consolidated  balance  sheets of American
Product  Corporation  as  of  December 31, 2002, and the related statements  of
income and accumulated deficit  from  January 1, 2002 to December 31, 2002, and
cash flows for the twelve months ended  December  31,  2002.   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 American  IR  Technology,  Inc.  as  of
December  31,  2001,  was audited by other accountants, whose report dated June
14, 2002, stated that they  were  not  aware of any material modifications that
should be made to those statements in order  for  them to be in conformity with
generally accepted accounting principles in the United States of America.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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 2002 financial statements referred to above present fairly,
in  all  material  respects,  the   financial   position  of  American  Product
Corporation as of December 31, 2002 and 2001, and the results of its activities
and cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States.

The  accompanying  financial statements have been prepared  assuming  that  the
Company will continue  as  a  going  concern.   As  discussed  in Note 1 to the
financial statements, the Company has suffered losses from operations,  all  of
which raise substantial doubt about its ability to continue as a going concern.
Management's  plans  in  regards to these matters are also described in Note 1.
The financial statements do  not include any adjustments that might result from
the outcome of this uncertainty.


CFO Advantage, Inc.
March 3, 2003
Las Vegas, Nevada


<TABLE>
<CAPTION>

<S>                                                           <C>          <C> <C>

                                  ASSETS
                                                               	 12/31/02    12/31/01
CURRENT ASSETS							---------   ---------
   Cash                                                         $	-       1,662
   Accounts receivable, net of reserve for bad debt                     -       3,379
   Due from officer                                                     -      20,690
   Inventory                                                            -           -
								---------   ---------
      Total current assets                                              -      25,731
								---------   ---------
PROPERTY AND EQUIPMENT, net of accumulated depreciation                 -      12,973

OTHER ASSETS
   Deposits                                                             -       1,360
								---------   ---------
      Total other assets                                                -       1,360

TOTAL ASSETS                                                    $	-    $ 40,064
								=========   =========
              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                             $ 278,378     176,805
   Due to related parties                                               -     532,707
   Notes payable                                                        -      28,000
   Notes payable - related party                                        -      12,300
   Payroll liability                                                    -           -
   Other current liabilities                                       56,647           -
								---------   ---------
      Total current liabilities                                   335,025     749,812
								---------   ---------
TOTAL LIABILITIES                                                 335,025     749,812

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, $0.001 par value, 20,000,000 shares
  authorized, 20,414,107 shares issued and outstanding as of
  December 31, 2002 and 13,345,787 as of December 31, 2001         20,414      13,346
Additional paid in capital - common stock                       1,313,610     818,163
Preferred stock, Class A, 6%, cumulative, convertible, $0.001
  par value, 5,000,000 shares authorized, no shares
  issued and outstanding as of December 31, 2002 and
  no shares issued and outstanding as of December 31, 2001              -           -
Additional paid in capital - preferred stock                            -           -
Subscription receivable                                                 -   (200,156)
Accumulated deficit                                           (1,669,049) (1,341,101)
								---------   ---------
      Total stockholders' equity (deficit)                      (335,025)   (709,748)
								---------   ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $     (0)   $  40,064
								=========   =========
</TABLE>

<TABLE>
<CAPTION>

<S>                                           <C>               <C>               <C> <C>


                                                               Audited
					     --------------------------------------------
                                              January 1, 2002  		January 1, 2001
                                                      to               		to
                                             December 31, 2002		December 31, 2001
					     -----------------		-----------------
REVENUES                                      	$	67,781             $	   71,303
COST OF REVENUES                                        13,596           	   91,828
						--------------		   ---------------
GROSS PROFIT (LOSS)                                     54,185         		 (20,525)
						--------------		   ---------------
EXPENSES:
   General and administrative                          149,557          	  435,297
   Depreciation                                          1,811            	    2,885
   Professional fees                                   358,754          	  446,218
   Non-cash stock compensation                       (180,670)                		-
						--------------		   --------------
      Total expenses                                   329,451          	  884,400
						--------------		   --------------
Operating income (loss)                              (275,266)        		(904,925)
						--------------		   --------------
OTHER INCOME (EXPENSE)
   Other income                                          6,441                		-
   Interest expense                                        (1)         		 (10,536)
   Interest income                                         954		                -
   Forgiveness of debt                                  41,077		                -
   Legal settlement                                  (100,000)		              725
   Other expenses                                      (1,153)         		 (15,241)
						--------------		   --------------
      Total other income (expense)                    (52,682) 		         (25,052)
						--------------		   --------------
NET INCOME (LOSS)                                    (327,948)        		(929,977)

ACCUMULATED DEFICIT, beginning of period           (1,341,101)        		(411,124)
						--------------		   --------------
ACCUMULATED DEFICIT, end of period              $  (1,669,049)      	      (1,341,101)
						==============		   ==============

PER SHARE INFORMATION:

Weighted average number of shares outstanding
    (basic)                                         19,024,296        		9,196,001
						==============		   ==============
Net income (loss) per common share (basic)      $	(0.02)             $	   (0.10)
						==============		   ==============
Weighted average number of shares outstanding
    (diluted)                                       19,024,296        		9,196,001
						==============		   ==============
Net income (loss) per common share (diluted)    $	(0.02)             $	   (0.10)
						==============		   ==============
</TABLE>

<TABLE>
<CAPTION>

<S>           <C> <C>         <C>       <C>    <C>      <C>    <C>         <C> <C>      <C> <C>        <C> <C>


				Common  Common  Preferred       Preferred      APIC         Additional
				Stock    Stock  Stock Shares 	Stock     	Preferred    Paid-in     Subscribed         Income         Total
				Shares  Amount  Series A	Series A       Stock        Capital          Stock      (Deficit)        Equity

Balances
December 31,2000 	     7,135,267    $  7,135	      -   $	  -     $      -    $  242,918     $ (44,134)   $  (411,535)	$ (205,616)

Issuance of common
stock for services	     6,210,520       6,211            -     	  -            -       563,245  	   -              -        569,456

Deferred compensation
recognized            	 	     -           -            -           -            -          	      44,134	      	  -         44,134

Deferred compensation
other assets			     -		 -	      -		  -	       -             -      (200,156)       	  -       (200,156)

Issuance for
stock warrant			     - 		 -	      -		  -	       -        12,000              -             -         12,000

Net profit(loss) of
year ended Dec 31,2001 													    (931,693)     (931,693)
			--------------	  ---------	---------  ---------	---------    ----------     ----------   ------------   -----------
Balance at
December 31,2001    	   13,345,787 	   $13,347	      -   $	  -     $	-    $  818,163     $(200,156)   $(1,343,228)    $(711,874)

Deferred compensation
recognized             		    - 	         -    	      -           - 		-             -       170,806	      	  -        170,806

Issuance of common
stock for services	    7,068,320	     7,068	      -		  -		-	507,447		    -             -        514,515

Issuance of
preferred shares		    -		 -    1,945,680	      1,946	  247,101	      -		    -		  -	   249,047

Cancellation of
preferred shares   	            -		 -   (1,945,680)     (1,946)     (247,101)   	      -	       	    -	      	  -	  (249,047)

Prior period
adjustment 			    -       	 -            -           -      	-             -             -          2,127         2,127

Deferred compensation
recognized 		            -     	 -            -           -             -             -       147,448     	  -        147,448

Cancellation
of stock warrant		    -		 -	      -		  -             -      (12,000)             -             -        (12,000)

Deferred compensation
recognized			    -		 -	      -		  -		-	      -      (118,098)            -       (118,098)

Net profit (loss) for
quarter ended
December 31, 2002		    -     	 -     	      -           -             -             -             -      (327,948)      (327,948)

			-------------	  ---------   -----------    --------      --------    ----------    ----------  ------------   -----------
Balance at
December 31,2002	   20,414,107	 $  20,414	      -     $   -     	$	-    $1,313,610    $	    -  	$(1,669,049)   $ ( 335,025)
			=============     =========   ===========    ========     ========    ==========     ==========  ============   ===========
<S>            <C>         <C> <C>         <C> <C>       <C> <C>      <C> <C>     <C> <C>      <C>     <C>       <C>

</TABLE>

<TABLE>
<CAPTION>

<S>                    <C>                                              <C>   <C>        <C> <C>

                                                       		          Twelve Months Ended
								      ---------------------------
 	                                              		      12/31/02  	 12/31/01
								      --------		 --------
CASH FLOWS FROM
OPERATING ACTIVITIES:
 Net Income / (Loss) from Operations				$    (327,948)     $	(929,977)
 Adjustments to reconcile net income
  to net cash provided
 Services Received for Stock 	                 		       200,156 		  410,911
 Depreciation Expense                       		             	 1,811		    2,885
 Issuance of Stock Warrant		                               	     -		   12,000
 (Increase) / Decrease in Accounts Receivable            	 	 3,379		  (2,292)
 (Increase) / Decrease in Inventory                        	     	     -			-
 (Increase) / Decrease in Due from Officers            	 		20,690		 	-
 (Increase) / Decrease in Other Assets                  	 	 1,360		  (1,360)
 Increase / (Decrease) in Due to Related Party		     	     (532,707)		  446,858
 Increase / (Decrease) in Payroll Liability    	        	  	     -		    1,555
 Increase / (Decrease) in Other Current Liabilities                	56,647	 	 (14,748)
 Increase / (Decrease) in Accounts Payable		               101,573		   41,646
								--------------	   --------------
 Net cash provided by (used in) operating activities	      	     (475,039)  	 (32,522)
								--------------	   --------------
CASH FLOWS FROM
INVESTING ACTIVITIES:
(Purchase)/Sale of Equipment                                            11,162		 (10,359)
								--------------	   --------------
  Net cash provided by (used in) investing activities         		11,162  	 (10,359)
								--------------	   --------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
 Issuance of Stock                                                     502,515		        -
 Increase/(Decrease) in Short Term Notes Payable                      (28,000)		   28,000
 Increase/(Decrease) in Short Term Notes Payable - Related Party      (12,300)		   12,300
								--------------	   --------------
Net cash provided by (used in) financing activities		       462,215		   40,300
								--------------	   --------------
Balance as at beginning of period                                        1,662		    4,243
Net increase (decrease) in cash                                        (1,662)		  (2,581)
								--------------	   --------------
Balance at end of period                                        $	   (0)     $	    1,662
								==============	   ==============

SUPPLEMENTAL INFORMATION:
Interest Paid                                                   $	   (1)     $	  (1,836)
Taxes Paid                                                      $	     -     $		-
</TABLE>





<PAGE>
                         AMERICAN PRODUCT CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS





1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

   Description of business and history - American Product Corporation, formally
   known as American IR Technologies,  Inc.,  (the Company) was incorporated in
   the State of Nevada on October 29, 1999. On  November  18, 2002, the Company
   changed its name to American Product Corp. The Company is  a  publicly trade
   company currently listed on the OTC Pink Sheets under the symbol  APRP.  The
   principal business objective of the Company is to design and market consumer
   electronics that utilize infrared technology.

   The  Company was in the development stage from its inception on October  29,
   1999 through  December 31, 2000. The Company commenced operations on January
   1, 2001.

   The  Company has  previously  entered  into  a  license  agreement  with  an
   affiliate,   American  Infrared  Technologies,  Inc.  (Canada),  a  Canadian
   corporation, for  exclusive  rights  to  their  procedures,  practices,  and
   intellectual  property.  This  agreement  is  the  sole  source  of  product
   development  for  the Company.  On May 29, 2002, the company entered into  a
   settlement with Canada regarding the license agreement (See Note 3).

   Until October of 2002,  American Products manufactured and marketed consumer
   electronic products that  targeted  the  home  health  and  safety  markets.
   However, sales from these products were not sufficient to enable the company
   to  continue  operations.  In October 2002, the Company changed its strategy
   due to poor operating  conditions  and  their operating results coupled with
   difficulties  in  raising  capital through debt  and  equity  sources.   The
   Company adopted a new strategy  during  the  fourth  quarter  of  2002  that
   committed   to   the  disposal  of  its  current  business  and  to  seek  a
   merger/acquisition  transaction  with  a  Company  having  better  financial
   resources.   As  of  December  31,  2002,  the  Company ceased all operating
   activities and has disposed of most of its assets.   The  Company  currently
   operates as a development stage company, while formulating a plan to improve
   it financial position.

   Going  concern - The Company incurred net losses of approximately $1,669,049
   from the period of October 29, 1999 (Date of Inception) through December 31,
   2002 and  has  ceased  its operations, thus, is classified as a  development
   stage company, raising substantial  doubt  about  the  Company's  ability to
   continue  as  a going concern.  The Company will seek additional sources  of
   capital through  the  issuance of debt or equity financing, but there can be
   no assurance the Company will be successful in accomplishing its objectives.

   The ability of the Company  to  continue  as a going concern is dependent on
   additional sources of capital and the success  of  the  Company's plan.  The
   financial statements do not include any adjustments that  might be necessary
   if the Company is unable to continue as a going concern.

   Basis  of  accounting  -  The  Company's policy is to prepare the  financial
   statements on the accrual basis of accounting.

   Year end - The Company's year end is December 31.

   Cash and cash equivalents - Cash  and  cash  equivalents  consist  of highly
   liquid investments with maturities of three months or less when purchased.

   Use  of  estimates  -  The preparation of financial statements in conformity
   with generally accepted  accounting  principles  requires management to make
   estimates and assumptions that affect the reported  amounts  of  assets  and
   liabilities  and disclosure of contingent assets and liabilities at the date
   of the financial statements and the reported amounts of revenue and expenses
   during  the reporting  period.   Actual  results  could  differ  from  those
   estimates.


1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

   Property  and  equipment  and rental properties - Property and equipment and
   rental  properties  are  stated   at  cost  less  accumulated  depreciation.
   Depreciation is provided principally  on  the  straight-line method over the
   estimated useful lives of the assets, which are  generally  3  to  27 years.
   The  amounts  of depreciation provided are sufficient to charge the cost  of
   the related assets  to  operations  over  their estimated useful lives.  The
   cost  of  repairs  and  maintenance  is  charged  to  expense  as  incurred.
   Expenditures for property betterments and  renewals  are  capitalized.  Upon
   sale  or  other disposition of a depreciable property, cost and  accumulated
   depreciation are removed from the accounts and any gain or loss is reflected
   in other income.

   The Company  periodically  evaluates  whether  events and circumstances have
   occurred that may warrant revision of the estimated  useful  life  of  fixed
   assets  or whether the remaining balance of fixed assets should be evaluated
   for possible  impairment.  The  Company  uses  an  estimate  of  the related
   undiscounted  cash  flows  over  the  remaining life of the fixed assets  in
   measuring  their recoverability.  As of  12/31/02  the  company  has  $0  in
   assets.

   Intangible Assets  -  Under  guidance  of  SFAS 142, Net assets of companies
   acquired in purchase transactions are recorded  at fair value at the date of
   acquisition,  as such, the historical cost basis of  individual  assets  and
   liabilities  are   adjusted   to   reflect  their  fair  value.   Identified
   intangibles are amortized on an accelerated  or straight-line basis over the
   period benefited.  Goodwill is not amortized,  but is reviewed for potential
   impairment on an annual basis at the reporting unit  level.   The impairment
   test is performed in two phases.  The first step of the goodwill  impairment
   test, used to identify potential impairment, compares the fair value  of the
   reporting  unit  with  its carrying amount, including goodwill.  If the fair
   value of the reporting unit  exceeds  its  carrying  amount, goodwill of the
   reporting unit is considered not impaired; however, if  the  carrying amount
   of  the reporting unit exceeds its fair value, an additional procedure  must
   be performed.   That additional procedure compares the implied fair value of
   the reporting unit's  goodwill  (as  defined  in SFAS 142) with the carrying
   amount of that goodwill.  An impairment loss is  recorded to the extent that
   the carrying amount of goodwill exceeds its implied fair value.

   Other  intangible  assets  are  evaluated  for  impairment   if  events  and
   circumstances  indicate  a  possible impairment.  Such evaluation  of  other
   intangible assets is based on undiscounted cash flow projections.

   Income taxes - The Company accounts  for its income taxes in accordance with
   Statement  of  Financial  Accounting  Standards   No.  109,  which  requires
   recognition  of  deferred  tax  assets  and  liabilities   for   future  tax
   consequences  attributable  to  differences  between the financial statement
   carrying amounts of existing assets and liabilities and their respective tax
   bases and tax credit carryforwards.  Deferred tax assets and liabilities are
   measured using enacted tax rates expected to apply  to taxable income in the
   years in which those temporary differences are expected  to  be recovered or
   settled.  The effect on deferred tax assets and liabilities of  a  change in
   tax  rates  is  recognized  in  operations  in  the period that includes the
   enactment date.

   As of December 31, 2002, the Company has not filed  a  tax  return  with the
   Internal Revenue Service since 2000.  Management feels the Company will have
   a net operating loss carryover to be used for future years.  Such losses may
   not  be  fully deductible due to the significant amounts of non-cash service
   costs.  The  Company  has established a valuation allowance for the full tax
   benefit of the operating  loss  carryovers  due to the uncertainty regarding
   realization.

   Inventory Valuation - Inventories are stated at the lower of cost or market,
   cost being determined on the first in, first out (FIFO) basis.


<PAGE>



1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

   Net  loss per common share - The Company computes  net  loss  per  share  in
   accordance  with  SFAS  No. 128, Earnings per Share (SFAS 128) and SEC Staff
   Accounting Bulletin No. 98  (SAB  98).  Under the provisions of SFAS 128 and
   SAB  98, basic net loss per share is  computed  by  dividing  the  net  loss
   available  to  common  stockholders  for  the period by the weighted average
   number  of  shares  of  common stock outstanding  during  the  period.   The
   calculation of diluted net  loss  per  share  gives  effect  to common stock
   equivalents; however, potential common shares are excluded if  their  effect
   is antidilutive.  For the years ended December 31, 2002 and 2001, no options
   and  warrants  were  excluded  from  the computation of diluted earnings per
   share because their effect would be antidilutive.

   Comprehensive  income  (loss)  - The Company  has  no  components  of  other
   comprehensive loss.  Accordingly, net loss equals comprehensive loss for all
   periods.

   Revenue  recognition  -  The Company  has  no  revenues  to  date  from  its
   operations.

   Warranty - The Company sells  the  majority  of  its  product with a limited
   repair and replacement warranty.  The accompanying financial  statements  do
   not include a provision for estimated warranty claims based on the Company's
   experience that no material claims have been made.

   Research  and Development- The Company expenses its research and development
   in the periods incurred.

   Advertising   costs   -  The  Company  recognizes  advertising  expenses  in
   accordance with Statement of Position 93-7 "Reporting on Advertising Costs."
   Accordingly, the Company  expenses  the costs of producing advertisements at
   the  time  production  occurs,  and  expenses  the  costs  of  communicating
   advertisements in the period in which  the  advertising  space or airtime is
   used.   The Company has recorded no significant advertising  costs  for  the
   years ended December 31, 2002 and 2001.

   Stock-based  compensation  - The Company applies Accounting Principles Board
   ("APB")  Opinion No. 25, Accounting  for  Stock  Issued  to  Employees,  and
   Related  Interpretations,   in   accounting  for  stock  options  issued  to
   employees.  Under APB No. 25, employee  compensation cost is recognized when
   estimated fair value of the underlying stock  on  date  of the grant exceeds
   exercise price of the stock option.  For stock options and  warrants  issued
   to  non-employees,  the  Company applies SFAS No. 123, Accounting for Stock-
   Based Compensation, which  requires  the  recognition  of  compensation cost
   based  upon  the  fair  value of stock options at the grant date  using  the
   Black-Scholes option pricing model.

   Dividend Policy - The Company  has  not  yet  adopted  any  policy regarding
   payment  of  dividends.  The  Company  has  authorized  1,945,680 shares  of
   preferred stock with a par value of $0.001.

   Preferred  shares  carry two votes for every one preferred  share  and  have
   priority in the event  of  company liquidation.  Series A shares have annual
   dividends of 6% that are payable  quarterly.   The shares are convertible to
   common shares on a 1 for 1.6 basis at the holders' option.

   New accounting pronouncements - In September 2001,  the Financial Accounting
   Standards   Board   (FASB) issued   Statement   No. 143,  Asset   Retirement
   Obligations. This statement addresses financial accounting and reporting for
   obligations associated with the retirement of tangible long-lived assets and
   the associated asset retirement costs. The statement  will  be effective for
   the  Company's  fiscal  year  ending  2003.  Management does not expect  the
   adoption  of  this  standard  to  have a material impact  on  the  Company's
   financial statements.

   In  April  2002,  the  FASB issued Statement  No. 145,  Rescission  of  FASB
   Statements No. 4, 44, and  64,  Amendments  of  FASB  Statement  No. 13, and
   Technical  Corrections  . The Company does not believe that the adoption  of
   this pronouncement will have a material effect on its financial statements.


1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

   New accounting pronouncements (continued)

   In  June  2002, the FASB issued  Statement  No. 146,  Accounting  for  Costs
   Associated  With  Exit  or  Disposal Activities. This statement requires the
   recognition of a liability for  a  cost  associated with an exit or disposal
   activity when the liability is incurred versus  the date the Company commits
   to an exit plan. In addition, this statement states  the liability should be
   initially  measured at fair value. The statement is effective  for  exit  or
   disposal activities  that are initiated after December 31, 2002. The Company
   does not believe that  the  adoption  of  this  pronouncement  will  have  a
   material effect on its financial statements.

   In  January  2003,  the FASB issued SFAS No. 148, Accounting for Stock-Based
   Compensation  -  Transition   and   Disclosure.   This   statement  provides
   alternative  methods  of  transition  for  a  voluntary change to  the  fair
   value-based method of accounting for stock-based  employee  compensation. In
   addition,  this  statement also amends the disclosure requirements  of  SFAS
   No. 123 to require  more prominent and frequent disclosures in the financial
   statements  about the  effects  of  stock-based  compensation.  Because  the
   Company continues to account for employee stock-based compensation under APB
   Opinion No. 25,  the  transitional guidance of SFAS No. 148 has no effect on
   the financial statements at this time.

   In  November 2002, the Financial  Accounting  Standards  Board  issued  FASB
   Interpretation  No. 45 ("FIN No. 45"), Guarantor's Accounting and Disclosure
   Requirements for  Guarantees,  Including Indirect Guarantees of Indebtedness
   of Others an interpretation of SFAS  No.  5,  57,  and 107 and rescission of
   FASB   Interpretation  No.  34,  was  issued.  FIN  No.  45  clarifies   the
   requirements  of  SFAS  No.  5,  Accounting for Contingencies, relating to a
   guarantor's accounting for, and disclosure of, the issuance of certain types
   of guarantees. The adoption of the  provisions  of FIN No. 45 did not have a
   material impact on the Company's results of operations,  financial  position
   or cash flows.

   In  January  2003,  the FASB issued Interpretation No. 46, Consolidation  of
   Variable Interest Entities.  This  interpretation  establishes standards for
   identifying  a  variable  interest  entity  and for determining  under  what
   circumstances a variable interest entity should  be  consolidated  with  its
   primary  beneficiary.  Until  now,  a company generally has included another
   entity in its consolidated financial  statements  only  if it controlled the
   entity  through  voting  interests.  Interpretation No. 46 changes  that  by
   requiring a variable interest entity to be consolidated by a company if that
   company is subject to a majority of the  risk  of  loss  from  the  variable
   interest  entity's  activities  or is entitled to receive a majority of  the
   entity's residual returns or both.  The  Company  does  not believe that the
   adoption of this pronouncement will have a material effect  on its financial
   statements.

2. STOCKHOLDER'S EQUITY

   On  February  8,  2002,  the  Company  issued  1,945,680 shares of Series  A
   Preferred Stock to two executives.  This stock is cumulative, with an annual
   dividend of 6%, carrying two (2) votes per preferred  share.   These  shares
   become  convertible  on  July  1,  2002  into  1.6 common shares for every 1
   preferred share.  They are convertible at the option  of  the  owner.  As of
   December  17, 2003, the series A preferred stock has been cancelled  by  the
   Company.

   During 2001,  the Company issued 6,210,520 shares of common stock to various
   consultants.

   During July 2000,  The  Company sold 317,000 shares of its common stock at a
   price of $0.20 per share.  The  Company  received  cash  in  the  amount  of
   $63,400, net of expenses of $1,900.

   During  2000,  the  Company  issued  818,267  shares  of its common stock in
   exchange for services valued at $163,653. These shares  were valued at their
   fair market value on the date the Company agreed to issue  the shares. As of
   December 31, 2000 the Company had recorded $44,134 as deferred  compensation
   for services to be received during 2001.

2. STOCKHOLDER'S EQUITY (CONTINUED)

   During  2001,  the  Company  issued 6,210,520 shares of its common stock  in
   exchange for services valued at  $569,456. These shares were valued at their
   fair market value on the date the  Company agreed to issue the shares. As of
   December 31, 2001 the Company had recorded $200,156 as deferred compensation
   for services to be received during 2002.

   During 2002, the Company issued 11,068,320 shares of common stock to various
   consultants.  On December 8, 2003, the Company cancelled 5,000,000 shares of
   the  common  stock  issued  during the year  ended  2002.     An  additional
   4,578,000 shares of common stock were cancelled on December 17, 2003.

   On December 8, 2003, the Company issued 50,000,000 shares in exchange for
   100% of the ownership interest of a private company.  The company plans to
   file the financials and additional information related to this acquisition
   shortly after filing the 2002 10-KSB.

3. LICENSE AGREEMENT

   On  December  22, 1999, the Company  entered  into  a  five-year  technology
   license agreement with Canada.  Certain officers and directors of Canada are
   also officers and  directors of the Company.  The license agreement provides
   the Company with the  exclusive  rights  to  all  procedures,  practices and
   intellectual  property  related  to  Canada's technologies and applications.
   According to the agreement, the Company  has  agreed to pay Canada a royalty
   of 3% of all revenues derived from the use of the technologies licensed from
   Canada.  The royalty is payable monthly.  Additionally,  the  Company  has a
   30-day  right  of first refusal to license additional technologies developed
   by Canada.

   The Company does  not  intend  to  assign a value to the technology received
   from Canada because there appears to  be  no  discernable value.  See Note 9
   ("Contingencies and Commitments") regarding the company's litigation related
   to the license agreement.

4. STOCK OPTIONS

   There are no stock options or warrants as of  December 31, 2002 and 2001.

5. LITIGATION

   The Company incurred substantial debt in their  attempt  to  manufacture and
   market  consumer electronic products.  Several of the creditors  have  filed
   suit  and  two  default  judgments  have  been  filed   These  claims  total
   $55,401.99 plus interest and attorneys' fees.

   Alt, Inc. sued American IR Technologies, Inc. on December 19, 2001, Case No.
   A444128,  ALT, Inc. vs. American IR Technologies, Inc. in the District Court
   of Clark County,  Nevada,  8th  Judicial  District.   A default judgment was
   entered  against  American  IR Technologies in the amount  of  $21,542  plus
   penalties, fees and interest on April 9, 2002.

   Netcore Technologies filed a  complaint  for  damages  against  American  IR
   Technologies,  Inc.  on  April  5,  2002,  Case  No. 020-004921 001, Netcore
   Technologies. vs. American IR Technologies, Inc in  the  Justice  Court, Las
   Vegas  Township,   Clark  County,  Nevada,  8th  Judicial District.  Netcore
   Technologies claims total $5,440.80 plus interest  and  reasonable attorneys
   fees.

   Stephen  A.  Zrenda,  Jr.,  P.C.  filed  a  petition  against  American   IR
   Technologies,  Inc.  on  January  29, 2002, Case No. CJ-2002-848, Stephen A.
   Zrenda, Jr., P.C. vs. American IR Technologies,  Inc   and Ronald A. Ryan in
   the District Court, Oklahoma County, Oklahoma.  Stephen  A. Zrenda, Jr. P.C.
   claims  total $5,602.42 as well as any accrued or accruing  interest,  court
   costs attorneys' fees and expenses.

5. LITIGATION (CONTINUED)

   High Impact Television, Inc. sued American IR Technologies, Inc. on December
   24, 2001,  Case  No.  01  HL  02183, High Impact Television. vs. American IR
   Technologies, Inc. and Does 1 through  10,  inclusive in the Superior Court,
   Orange County, California.  A default judgment  was entered against American
   IR Technologies in the amount of $13,191.80 on February 6, 2002.

   Today's Staffing, Inc. sued American IR Technologies,  Inc.  on December 28,
   2001, Case No. A444405, Today's Staffing, Inc. vs. American IR Technologies,
   Inc.  in the District Court of Clark County, Nevada, 8th Judicial  District.
   Today's Staffing claims total $10,526.80 plus interest through the filing of
   $875.67 plus attorneys' fees in the amount of $3,500.00.

6. CONTINGENCIES AND COMMITMENTS

   The Company  has  received  common  stock  subscriptions  in  the  amount of
   $29,350.   The  Company  is  reporting this as part of shareholder's equity.
   The Company issued stock for services  and  is  periodically expensing these
   services  as  the  work  is  performed.  The stock subscriptions  are  fully
   expensed as of December 31, 2002.

7. SUBSEQUENT EVENTS

   On December 8, 2003, the Company  issued  50,000,000  shares in exchange for
   100% of the ownership interest of a private company.  The  company  plans to
   file  the  financials and additional information related to this acquisition
   shortly after filing the 2002 10-KSB.

8. CHANGES TO PRIOR YEAR FINANCIALS

   For the period  ended  December 31, 2002 the Company recorded a prior period
   adjustment of $2,127 due  to  an error in depreciating some property over 3-
   years rather than 5-years and in  depreciating  some  property  over 5-years
   rather than 7-years.


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

On October 30, 2002, American IR Technologies, Inc. (the Company) determined to
change the Company's independent accountants, and, accordingly,  dismissed  the
engagement  with Stark, Winter & Associates, LLC, in that role and retained CFO
Advantage, Inc.  as  its  independent  accountants  for  the fiscal year ending
December  31, 2002. None of the reports of Stark, Winter &  Associates  on  the
financial statements  of  American  IR Technologies, Inc. contained any adverse
opinion  or  disclaimer  of  opinion,  or  was  qualified  or  modified  as  to
uncertainty, audit scope or accounting principles,  nor  have there been at any
time, disagreements between American IR Technologies, Inc.  and Stark, Winter &
Associates  on  any  matter  of  accounting principles or practices,  financial
statement disclosure or auditing scope  or  procedure.  The Audit Committee and
the  Board  of  Directors  of  the  Company approved  the  decision  to  change
independent accountants.

During the period of March 1, 2001 through  October  30,  2002,  there  were no
disagreements  with Stark, Winter & Associates, LLC on any matter of accounting
principles or practices,  financial  statement disclosure, or auditing scope or
procedure,  which  disagreement(s),  if  not   resolved   to  Stark,  Winter  &
Associates, LLC satisfaction, would have caused them to refer  to  the  subject
matter  of the disagreement(s) in connection with their report; and there  were
no "reportable  events"  as defined in Item 304 (a)(1)(v) of the Securities and
Exchange Commission's Regulation S-K.

(b) Information required by Item 304(a)(2) of Regulation S-K

Effective October 30, 2002,  the Company has engaged CFO Advantage, Inc. as its
independent accountants for the fiscal year ended December 31, 2002. During the
most recent two fiscal years and  during  the  subsequent interim period ending
October 30, 2002, neither the Company nor anyone  engaged  on  its  behalf  has
consulted  with  CFO  Advantage,  Inc. regarding: (i) either the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might  be rendered on the Company's financial
statements; or (ii) any matter that was either  the  subject  of a disagreement
(as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has furnished Stark, Winter & Associates, LLC with  a  copy  of the
disclosures  under  this  Item  4  and  has  requested  that  Stark,  Winter  &
Associates,  LLC  provide  a letter addressed to the SEC stating whether or not
they agree with the above statements.   As of the date of this Form 8-K, Stark,
Winter  &  Associates, LLC has declined to  provide  such  letter.   While  the
Company  has   not  received  such  letter,  the  Company  is  unaware  of  any
disagreements or reportable events, which would contradict this filing.

                                   PART III




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


The directors and  officers  of  the  Company, as of December 31, 2002, are set
forth below. The directors hold office  for  their  respective  term  and until
their successors are duly elected and qualified. The officers serve at the will
of the Board of Directors.


DIRECTORS AND EXECUTIVE OFFICERS


The  name, age, position and date of appointment of our directors and executive
officers as of December 31, 2002 are as follows:


     Name        Age             Position                        Appointed
--------------   ---      -------------------------------    ----------------
Ron Ryan	 47	  President, CEO and Director	     November 1, 1999
R. A. Moss       46	  Director, Secretary, Treasurer     May 8, 2002

Ron Ryan,  President,  CEO  and  Director - Mr. Ryan is a seasoned entrepreneur
with more than 20 years experience  in  business.  After  attending St. Francis
Xavier  University,  Class  of  '78,  on  a  combined  athletic  and   academic
scholarship,  and various business activities, he began to pursue the field  of
product development  in 1985. Over the next decade Mr. Ryan honed his skills in
the areas of intellectual  property  and  marketing.  This resulted in a system
that Mr. Ryan conceptualized and authored which allow for  rapid  and efficient
product  development  for  delivery to the market. Mr. Ryan has been sought  to
develop  products  and  technologies   for   various   corporations   such   as
Westinghouse,  Honeywell, American Sensors and Chubb Security. He has consulted
and assisted in  various product categories with corporations such as Black and
Decker and Winner  International  in  the  United States and in the Orient with
companies such as WellMike Enterprises, and  Automatic  Manufacturing,  Ltd. In
1996,  Mr. Ryan co-founded TVR Technologies Inc., and participated in the  day-
to-day operations  as the President for the next two years. He co- invented the
Universal Infra Red  receiver  technology  that is utilized for the TVR product
line. Mr. Ryan led the company from idea to  international patent applications;
joint  venture  partnership  with  Orient production;  full  production  ready,
regulatory approved product; and technology licensing.

Mr.  Ryan has been an invited lecturer  at  the  University  of  Toronto's  MBA
program   on   entrepreneurship;  at  Ryerson  Polytechnic  University  on  the
application of new  technologies  in  business;  and  at  Metro Toronto's Small
Business Incubator Program for new entrepreneurs.

Gerald  Peatz  was  formerly a director and officer of the Company.  Mr.  Peatz
resigned his position  by letter dated April 22, 2002, actually received by the
Company on or about May  7,  2002.  On  May  8,  2002,  the  Company's Board of
Directors  nominated Mr. R. A. Moss as a director, secretary and  treasurer  of
the Company, and Mr. Moss accepted the position.

Mr. Moss, 46  years  of  age,  graduated  from  the California State University
Hayward in 1978 with a Bachelors degree in Business Economics. In 1994 Mr. Moss
started an internet company, Aspyre Internet Group,  which  focused on web site
design  and  hosting.  Mr.  Moss  also  began  performing  strategic   business
consulting  during  this  time,  in which he helped businesses adapt to how  "e
commerce" was conducted over the internet.  In  so  doing, Mr. Moss developed a
business  plan  for a major mortgage broker in Orange County,  California.  His
independent consultant  work  has  lasted continuously over the last ten years.
Additionally,  Mr. Moss is a former officer  and  director  of  another  public
company, Video Display Technologies.

All officers and  directors  listed  above will remain in office until the next
annual meeting of our stockholders, and  until  their successors have been duly
elected and qualified. There are no agreements with  respect to the election of
Directors. We have not compensated our Directors for service  on  our  Board of
Directors,  any  committee  thereof,  or  reimbursed  for expenses incurred for
attendance at meetings of our Board of Directors and/or  any  committee  of our
Board  of  Directors. Officers are appointed annually by our Board of Directors
and each Executive  Officer serves at the discretion of our Board of Directors.
We do not have any standing  committees.  Our  Board  of  Directors  may in the
future  determine  to  pay Directors' fees and reimburse Directors for expenses
related to their activities.

None of our Officers and/or  Directors have ever filed any bankruptcy petition,
been convicted of or been the  subject  of  any  criminal  proceedings  or  the
subject  of  any order, judgment or decree involving the violation of any state
or federal securities laws.


CERTAIN LEGAL PROCEEDINGS


No existing director,  or  executive  officer  of the Company has appeared as a
party  in  any legal proceeding material to an evaluation  of  his  ability  or
integrity during the past five years.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires  the Company's officers, directors and persons who own more than
10% of the Company's  Common  Stock to file reports of ownership and changes in
ownership with the SEC and the National Association of Securities Dealers, Inc.
Officers,  directors  and  greater   than  10%  stockholders  are  required  by
regulation to furnish the Company with  copies  of all forms they file pursuant
to Section 16(a) of the Exchange Act.

To  the  Company's knowledge, based solely on review  of  the  copies  of  such
reports furnished  to  the  Company  and  written representations that no other
reports  were required during the fiscal year  ended  December  31,  2000,  its
officers,  directors  and  greater  than ten percent beneficial owners complied
with all Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

The following table discloses compensation  paid  during  the fiscal year ended
December  31,  2002  to  (i)  the Company's Chief Executive Officer,  and  (ii)
individual(s)  who were the only  executive  officers,  other  than  the  Chief
Executive Officer, serving as executive officers at the end of 2002 whose total
salary and bonus exceeded $100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>


SUMMARY COMPENSATION TABLE

                                 Annual Compensation           Long Term Compensation
                           ------------------------------  ----------------------------------
                                                                    Awards           Payouts
                                                           ------------------------  --------
Name and           Year  Salary   Bonus   Other Annual   Restricted   Securities     LTIP      All Other
Principal Position        ($)       ($)    Compensation      Stock     Underlying   Payouts   Compensation
                                                 ($)        Award(s)     Options /     ($)
                                                               ($)         SARs
                                                                            (#)
-----------------  ----  -------  ------  -------------  -----------  -----------  --------
Ron Ryan           1999  N/A       N/A            N/A          N/A          N/A       N/A
CEO, President     2000  N/A       N/A            N/A          N/A          N/A       N/A
And Director       2001  $35,000   -0-            -0-          -0-          -0-       -0-
                   2002  $35,000   -0-            -0-          -0-          -0-       -0-

-----------------  ----  -------  ------  -------------  -----------  -----------  --------
R.A. Moss          1999   N/A       N/A            N/A          N/A          N/A       N/A
Director,          2000   N/A       N/A            N/A          N/A          N/A       N/A
Secretary, and     2001   $35,000   -0-            -0-          -0-          -0-       -0
Treasurer          2002   $35,000   -0-            -0-          -0-          -0-       -0
-----------------  ----  -------  ------  -------------  -----------  -----------  --------

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

No Stock Options were granted in 2002.

<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR:

                   Individual Grants
------------------------------------------------------------  ------------------
Name         Number of   Percent of    Exercise   Expiration  Grant Date Present
            Securities      Total      of Base       Date          Value ($)
            Underlying    Options /     Price
             Options/       SARs        ($/sh)
               SARs      Granted to
              Granted     Employees
                (#)       in Fiscal
                            Year
----------  -----------  -----------  ----------  ----------  ---------------
Ron Ryan         -0-        -0-           -0-         -0-            -0-
----------  -----------  -----------  ----------  ----------  ---------------
R.A. Moss        -0-        -0-           -0-         -0-            -0-
----------  -----------  -----------  ----------  ----------  ---------------
<S>		<C>		<C>	<C>		<C>		<C>
</TABLE>

<TABLE>
<CAPTION>
--------------  ------------  ----------------  ----------------  -----------
Name            Shares         Value Realized   Number of         Value of
                Acquired on    ($)              Securities        Unexercised In-
                Exercise (#)                    Underlying        The-Money
                                                Unexercised       Options/SARs
                                                Options / SARs    At Fiscal Year-
                                                At Fiscal Year-   End ($)
                                                End (#)           Exercisable /
                                                Exercisable /     Unexercisable
                                                Unexercisable
--------------  ------------  ----------------  ----------------  -----------
Ron Ryan           -0-              -0-              -0-              -0-
--------------  ------------  ----------------  ----------------  -----------
R.A. Moss          -0-              -0-              -0-              -0-
--------------  ------------  ----------------  ----------------  -----------
<S>		<C>		<C>			<C>		<C>
</TABLE>

EMPLOYMENT AGREEMENTS





There are currently no employment agreements.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


Based upon information  received  from the persons concerned, each person known
to us to be the beneficial owner of  more  than five percent of the outstanding
shares of our Common Stock, each director, each  of  our executive officers and
all of our directors and executive officers as a group,  owned  beneficially as
of  December 31, 2002, the number and percentage of outstanding shares  of  our
Common Stock indicated in the following table:


                                Shares Beneficially
Name and Address              Owned Outstanding         Percentage of Shares
--------------------          -------------------        --------------------

Ron Ryan                           1,675,000                    12.55%

Gerald Peatz(1)                    1,428,638                    10.70%

  Total ownership by our           3,103,638                    23.25%
  officers and directors
  (two individuals)

(1) The address of the beneficial owners is 330 East Warm Springs Road, Las
Vegas, Nevada 89119.

(1)  Unless  otherwise indicated, all shares are held directly with sole voting
and investment power.


(2) Based on 25,414,107 shares of our Common Stock issued and outstanding as of
December 31, 2002.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


None.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


(a) The following documents are filed as part of this report: None

        1.1    Certification of Principal Executive Officer Pursuant to Section
                302 of the Sarbanes-Oxley Act.

        1.2    Certification of Principal Financial and Accounting Officer
                Pursuant to Section 302 of the Sarbanes-Oxley Act.

        32.1   Certification of Principal Executive Officer Pursuant to Section
		906 of the Sarbanes-Oxley Act.

        0.1    Certification of Principal Financial and Accounting Officer
		Pursuant to Section 906 of the Sarbanes-Oxley Act.

(b) Reports on Form 8-K:

The Company filed reports on Form 8-K during the fiscal year ended December 31,
2002.

As referenced  in  Item  8,  the  Company changed auditors on October 30, 2002.
Please refer to Item 8 for specific details.

On  December  14, 2002, AMERICAN IR TECHNOLOGIES,  INC.  changed  its  name  to
American  Product   Corporation.  On December 20, 2002, the Company changed its
ticker symbol changed from ATLI to APRP.




<PAGE>


                                  SIGNATURES
Pursuant to the requirements  of section 13 or 15(d) of the Securities Exchange
Act of 1934, the undersigned has  duly  caused this Form 10-KSB to be signed on
its behalf by the undersigned, there unto  duly authorized, in the City of West
Palm Beach, Florida, on March 1 2004.

AMERICAN PRODUCT CORP.

<TABLE>
<CAPTION>

By:  /s/  C. Frank Speight                                 Date: March 1, 2004
     ------------------------------



     C. Frank Speight,
     Principal Executive Officer

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


Exhibit 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302  of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and  Rule
15d-14 under the Securities Exchange Act of 1934
     --------------------------------------------------------------------


In  connection   with  the Annual Report Pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 on Form 10-KSB of American Product Corp. (the
"Company")   for  the period  ended  December  31,  2002,  as  filed  with  the
Securities and Exchange   Commission  on  the date hereof (the "Report"), I, C.
Frank Speight Principal Executive Officer,  pursuant  to 18 U.S.C. Sec.1350, as
adopted  pursuant  to  Section  302 and 906 of the Sarbanes-Oxley  Act of 2002,
and pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, that:

 1.  I have reviewed the Report being filed;

 2.  Based on my knowledge, the 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 the Report;

  3.   Based  on my knowledge, the financial statements,  and  other  financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the period presented in the Report;

 4.  I and the  other  certifying officers are responsible for establishing and
maintaining disclosure controls  and  procedures  (as  such  term is defined in
paragraph (c) of Rule 13a-14) for the Company and have:

      i.  Designed  such  disclosure  controls  and  procedures to ensure  that
material  information  relating  to  the  Company, including  its  consolidated
subsidiaries, if any, is made known to them  by  others  within those entities,
particularly  during  the  period  in  which  the  periodic reports  are  being
prepared;

     ii. Evaluated the effectiveness of the Company's  disclosure  controls and
procedures  as of a date within 90 days prior to the filing date of the  Report
("Evaluation Date"); and

     iii. Presented  in the Report their conclusions about the effectiveness of
the disclosure controls  and  procedures  based  on  their evaluation as of the
Evaluation Date;

 5.  I and the other certifying officers have disclosed,  based  on  their most
recent  evaluation,  to  the Company's auditors and the audit committee of  the
board of directors (or persons fulfilling the equivalent function):

     i. All significant deficiencies  in  the  design  or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize  and  report  financial data and have identified  for  the  Company's
auditors any material weaknesses in internal controls; and

     ii. Any fraud, whether  or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and

 6.  I and the other certifying  officers  have indicated in the report whether
or not there were significant changes in internal  controls or in other factors
that could significantly affect internal controls subsequent  to  the  date  of
their  most  recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Dated:  March 1, 2004

                        /s/ C. Frank Speight
			--------------------




                        C. Frank Speight
                        Principal Executive Officer



<PAGE>


Exhibit 31.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302 and 906 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14b) and
Rule 15d-14(b)(17  CFR   240.15d-14(b))   under  the Securities Exchange Act of
1934 and Section  1350 of Chapter 63 of Title 18 of the United States Code
     --------------------------------------------------------------------


In  connection  with the Annual Report Pursuant to  Section  13 or 15(d) of the
Securities  Exchange  Act of 1934 on Form 10-KSB of American Product Corp. (the
"Company")   for  the  period  ended  December  31,  2002,  as  filed with  the
Securities  and  Exchange   Commission  on  the date hereof (the "Report"),  I,
Randall  Goulding, the Company's Principal Financial  and  Accounting  Officer,
certify, pursuant  to  18  U.S.C.  Sec.1350, as  adopted  pursuant  to  Section
302 and 906 of the Sarbanes-Oxley Act  of  2002,  and  pursuant  to Rule 13a-14
under the Securities Exchange Act of 1934, that:

 1.  I have reviewed the Report being filed;

 2.  Based on my knowledge, the 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 the Report;

  3.   Based  on my knowledge, the financial statements,  and  other  financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the period presented in the Report;

 4.  I and the  other  certifying officers are responsible for establishing and
maintaining disclosure controls  and  procedures  (as  such  term is defined in
paragraph (c) of Rule 13a-14) for the Company and have:

      i.  Designed  such  disclosure  controls  and  procedures to ensure  that
material  information  relating  to  the  Company, including  its  consolidated
subsidiaries, if any, is made known to them  by  others  within those entities,
particularly  during  the  period  in  which  the  periodic reports  are  being
prepared;

     ii. Evaluated the effectiveness of the Company's  disclosure  controls and
procedures  as of a date within 90 days prior to the filing date of the  Report
("Evaluation Date"); and

     iii. Presented  in the Report their conclusions about the effectiveness of
the disclosure controls  and  procedures  based  on  their evaluation as of the
Evaluation Date;

 5.  I and the other certifying officers have disclosed,  based  on  their most
recent  evaluation,  to  the Company's auditors and the audit committee of  the
board of directors (or persons fulfilling the equivalent function):

     i. All significant deficiencies  in  the  design  or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize  and  report  financial data and have identified  for  the  Company's
auditors any material weaknesses in internal controls; and

     ii. Any fraud, whether  or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and

 6.  I and the other certifying  officers  have indicated in the report whether
or not there were significant changes in internal  controls or in other factors
that could significantly affect internal controls subsequent  to  the  date  of
their  most  recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Dated:  March 1, 2004

                        /s/ Randall Goulding
			--------------------



                        Randall Goulding
                        Principal Financial and Accounting Officer





<PAGE>


Exhibit 32.1

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley act of 2001.

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


In  connection   with  the Annual Report Pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 on Form 10-KSB of American Product Corp. (the
"Company")   for  the period  ended  December  31,  2002,  as  filed  with  the
Securities and Exchange   Commission  on  the date hereof (the "Report"), I, C.
Frank Speight Principal Executive Officer,   certify,   pursuant  to  18 U.S.C.
1350,  as  adopted  pursuant  to Section 906 of the Sarbanes-Oxley Act of 2001,
that:

The Report fully complies with  the  requirements  of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

The  information  contained  in  the Report fairly presents,  in  all  material
respects, the financial condition and results of operations of the Company.

Dated:  March 1, 2004

                        /s/ C. Frank Speight
			--------------------



                        C. Frank Speight
                        Principal Executive Officer



<PAGE>


Exhibit 32.2

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley act of 2001.

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


In  connection  with the Annual Report  Pursuant  to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 on Form 10-KSB of American Product Corp. (the
"Company")   for  the  period  ended  December  31, 2002,  as  filed  with  the
Securities  and  Exchange   Commission on the date hereof  (the  "Report"),  I,
Randall Goulding, the Company's  Principal  Financial and Accounting Officer of
the Company,  certify,  pursuant to 18 U.S.C.  1350,  as  adopted  pursuant  to
Section 906 of the Sarbanes-Oxley Act of 2001, that:

The  Report  fully  complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

The information contained  in  the  Report  fairly  presents,  in  all material
respects, the financial condition and results of operations of the Company.

Dated:  March 1, 2004

                        /s/ Randall Goulding
			--------------------



                        Randall Goulding
                        Principal Financial and Accounting Officer