UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  Form 10-KSB/A


[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                            ----------    -----
        OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30 2002

                        Commission file number 0 - 30927

                           GARUDA CAPITAL CORPORATION
                           --------------------------
                 (Name of small business issuer in its charter)

              NEVADA                                    980209053
              ------                                    ---------
   State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

          502 - 1978 Vine Street, Vancouver, BC V6K 4S1, Canada V6K 4S1
          ------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Issuer's telephone number (604) 233-6453

Securities registered under Section 12(b) of the Exchange Act: none Securities
registered under Section 12(g) of the Exchange Act:

                                     COMMON
                                     ------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]


State issuer's revenues for its most recent fiscal year. $340,937.
                                                         ---------


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.): 1,590,896, September 25, 2002


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 6,049,575 common shares.



<PAGE>


Explanatory note on amendment

The Registrant has filed this Amendment in order to correct certain an omission
from its 10KSB filing on October 15, 2002. This omission was:

1.   Pro forma statement of operations  showing the effect of the acquisition of
     Hagensborg  Foods  Ltd.,  as fiscal year end June 30, 2001 and for the nine
     months ending March 31, 2002.

The Amendment has revised the following sections:

Part F/S Item 7.  Financial  Statements.  The  Registrant  has added a pro forma
statement of  operations  showing the effect of the  acquisition  of  Hagensborg
Foods Ltd.,  as fiscal  year end June 30,  2001 and for the nine  months  ending
March 31, 2002.


It is the Registrant's intention to file audited historical financial statements
for Hagensborg Food Corp., as soon as an audit can be completed.


Item 7. Financial Statements.


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




                    CONSOLIDATED FINANCIAL STATEMENTS


                    GARUDA CAPITAL CORP.
                    (FORMERLY VANSTAR FILMS, INC.)

                    VANCOUVER, BRITISH COLUMBIA, CANADA

                    JUNE 30, 2002 AND 2001






                    1.   INDEPENDENT AUDITORS' REPORT

                    2.   CONSOLIDATED BALANCE SHEETS

                    3.   CONSOLIDATED STATEMENTS OF OPERATIONS

                    4.   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
                         EQUITY

                    5.   CONSOLIDATED STATEMENTS OF CASH FLOWS

                    6.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




================================================================================
<PAGE>








                          INDEPENDENT AUDITORS' REPORT




Board of Directors
Garuda Capital Corp. (formerly Vanstar Films, Inc.)

We have audited the accompanying consolidated balance sheet of Garuda Capital
Corp. at June 30, 2002 and the statements of operations, changes in
stockholders' equity and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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

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

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a large deficit that 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. These consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


Denver, Colorado                                     /s/ Spicer, Jeffries & Co.
September 27, 2002






<PAGE>
<TABLE>
<CAPTION>



                                                                                                         2
Garuda Capital Corp.

CONSOLIDATED BALANCE SHEETS


June 30, 2002 and 2001                                                                        (US Dollars)


                                                                                    2002           2001
----------------------------------------------------------------------------------------------------------
<S>                                                                            <C>            <C>
ASSETS

Current
    Cash                                                                       $      --      $       520
    Subscriptions receivable [Note 10]                                             100,000
    Accounts receivable                                                            210,834           --
    Available-for-sale securities                                                  204,186           --
    Inventory, net  [Note 3]                                                       365,989           --
    Prepaid expenses                                                                20,523           --
- ----------------------------------------------------------------------------------------------------------
    Current assets                                                                 901,532            520
Property and equipment, net  [Note 4]                                              401,826           --
Goodwill (Note 5)                                                                  661,524           --
- ----------------------------------------------------------------------------------------------------------
                                                                               $ 1,964,882    $       520
==========================================================================================================

LIABILITIES
Current
    Bank indebtedness [Note 7]                                                 $    10,624    $      --
    Accounts payable and accrued expenses                                          363,563         70,750
    Unearned revenue                                                                35,297           --
    Current portion of long term debt [Note 8]                                       3,951           --
- ----------------------------------------------------------------------------------------------------------
    Current liabilities                                                            413,435         70,750
Long term debt [Note 8]                                                              6,166           --
Amounts due to shareholders [Note 9]                                               432,504           --
- ----------------------------------------------------------------------------------------------------------
                                                                                   852,105         70,750
SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value; authorized 10,000,000 (2001: 10,000,000);
     Issued: None                                                                     --             --
Common stock, $0.001 par value; authorized 50,000,000 (2001: 50,000,000);
     Issued: 6,049,575 (2001: 4,951,500)                                             6,050          4,952
Capital in excess of par value                                                   2,359,801        155,799
Translation adjustment                                                               3,340           (344)
Deficit                                                                         (1,256,414)      (230,637)
- ----------------------------------------------------------------------------------------------------------
                                                                                 1,112,777        (70,230)
- ----------------------------------------------------------------------------------------------------------
                                                                               $ 1,964,882    $       520
==========================================================================================================

</TABLE>






The accompanying notes are an integral part of these statements.


<PAGE>
                                                                               3
Garuda Capital Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS


Years ended June 30, 2002 and 2001                                  (US Dollars)




                                                            2002         2001
- ------------------------------------------------------------------------------
REVENUE

Sales                                                    $ 340,937    $    --

Cost of goods sold                                         343,711         --
- ------------------------------------------------------------------------------
                                                            (2,774)        --

EXPENSES

General and administrative                                 237,995       64,333
Depreciation                                                15,908         --
Advertising and promotion                                    6,457         --
- ------------------------------------------------------------------------------
                                                           260,360       64,333
- ------------------------------------------------------------------------------
Loss before other items                                   (263,134)     (64,333)

Gain on sale of marketable securities                        8,724         --
Loss on sale of equipment                                   (4,046)        --
- ------------------------------------------------------------------------------
NET LOSS                                                  (258,456)     (64,333)

COMPREHENSIVE LOSS

Gain from foreign currency translation                       3,684        1,621
- ------------------------------------------------------------------------------
NET COMPREHENSIVE LOSS                                   $(254,772)   $ (62,712)
================================================================================

NET LOSS PER COMMON SHARE - BASIC AND FULLY DILUTED      $   (0.52)   $   (0.25)
- ------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF COMMON SHARES                   489,595      247,525
- ------------------------------------------------------------------------------











The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>



                                                                                                     4
Garuda Capital Corp.

CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS' EQUITY


Years ended June 30, 2002 and 2001                                                        (US Dollars)




- -------------------------------------------------------------------------------------------------------
                                         Common Stock          Capital in   Accumulated
                                                               Excess of    Deficit and
                                     Shares       Amount       Par Value        Other         Total
- -------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>           <C>           <C>            <C>
Balances, June 30, 2000              247,575   $       248   $   160,503   $  (166,304)   $    (5,553)

Translation adjustment                  --            --            --            (344)          (344)
Net loss                                --            --            --         (64,333)       (64,333)
- -------------------------------------------------------------------------------------------------------
                                                                                             (504,486)

Balances, June 30, 2001              247,575           248       160,503      (230,981)       (70,230)

Common stock issued for cash,
  net of offering costs of $46,400 5,302,000         5,302     2,199,298          --        2,204,600
Common stock issued for
   acquisition of Natural
   Program Inc.                      500,000           500          --            --              500
Translation adjustment                  --            --            --           3,684          3,684
Net loss                                --            --            --        (258,456)      (258,456)
Distributions (Note 6)                  --            --            --        (767,321)      (767,321)
- -------------------------------------------------------------------------------------------------------
Balances, June 30, 2002            6,049,575   $     6,050   $2,359,301$   (1,253,074)$     1,112,777
=======================================================================================================

</TABLE>













The accompanying notes are an integral part of these statements.



<PAGE>
<TABLE>
<CAPTION>
                                                                                                5
Garuda Capital Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS


Years ended June 30, 2002 and 2001                                                    (US Dollars)




                                                                           2002            2001
- --------------------------------------------------------------------------------------------------
<S>                                                                    <C>            <C>
OPERATIONS
Net loss                                                               $  (258,456)   $   (64,333)
Items not involving cash:
    Depreciation                                                            15,908           --
    Foreign currency translations                                            3,684          1,621
    Loss on sale of equipment                                                4,046           --
    Gain on sale of marketable securities                                   (8,724)          --
Changes in operating assets and liabilities:
    Decrease in accounts receivable                                           (775)          --
    Decrease in prepaid expenses                                            (6,477)          --
    Increase in accounts payable and accrued expenses                      125,305         62,223
    Increase in marketable securities                                     (195,462)          --
    Increase in inventory                                                 (116,812)          --
    Increase in unearned revenue                                            35,297           --
- --------------------------------------------------------------------------------------------------
          Net cash used in operating activities                           (402,466)          (489)

FINANCING
Proceeds from issuance of common shares                                  2,104,600           --
Distributions                                                             (767,321)          --
Repayment of long term debt                                                   (757)          --
Decrease in amounts due to shareholders                                    (65,429)          --
- --------------------------------------------------------------------------------------------------
          Net cash provided by financing activities                      1,271,093           --

INVESTING
Acquisition of property and equipment                                     (121,320)          --
Bank indebtedness acquired from acquisition of Hagensborg Foods Ltd.       (52,038)          --
Bank indebtedness acquired from acquisition of Natural Program Inc.         (6,413)          --
Acquisition of Hagensborg Foods Ltd.                                      (700,000)          --
- --------------------------------------------------------------------------------------------------
          Net cash used in investing activities                           (879,771)          --
- --------------------------------------------------------------------------------------------------
Net decrease in cash                                                       (11,144)          (489)

Cash, beginning of year                                                        520          1,009
- --------------------------------------------------------------------------------------------------
CASH (BANK INDEBTEDNESS), end of year                                  $   (10,624)   $       520
==================================================================================================

Supplemental disclosure of non-cash financing activities:
      Purchase of stock via subscription receivable                    $   100,000    $      --
                                                                       ===========    ===========

Supplemental disclosure of non-cash investing activities:
      Common stock issued for purchase of subsidiary                   $       500    $      --
                                                                       ===========    ===========

The accompanying notes are an integral part of these statements.

</TABLE>


<PAGE>

Garuda Capital Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended June 30, 2002 and 2001                                  (US Dollars)

1.  NATURE OF OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

Organization - The Company was incorporated in Nevada on July 8, 1997 and is a
public company traded on the NASDAQ OTC bulletin board. On February 14, 2002,
the Company changed its name from Vanstar Films, Inc. to Garuda Capital Corp.

Nature of Operations - The Company, through it subsidiaries, sells and processes
specialty food products and herbal medication to wholesale and retail customers
in North America.

For the year ended June 30, 2002, the Company incurred a net loss of $258,456.
The Company's ability to continue its operations and to realize assets at their
carrying values is dependent upon the continued support of its shareholders,
obtaining additional financing and generating revenues sufficient to cover its
operating costs. Management's plans in regard to these matters are to raise
additional equity funds as to meet any operating needs.

The financial statements do not give effect to any adjustments which would be
necessary should the Company be unable to continue as a going concern and
therefore be required to realize its assets and discharge its liabilities at
amounts different from those reflected in these consolidated financial
statements.


2.  SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Principles of consolidation and basis of accounting - The consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries, as follows:

Garuda  Ventures  Canada Inc. and Garuda Gold Corp. are companies with no active
business  operations.Hagensborg  Foods Ltd.  processes and sells  specialty food
products to wholesale and retail customers in North America. Hagensborg Seafoods
Ltd. processes and sells high-quality seafood products throughout North America.
Natural  Program Inc.  sells  natural  herbal  products to wholesale  and retail
customers  in North  America.  Natural  Program  Ltd.  provides  natural  herbal
medication to wholesale and retail customers in North America.

Approximately 90% of Hagensborg Foods revenues are derived from the United
States with the remaining 10% originating in Canada. 100% of the of Hagensborg
Foods assets and liabilities originate in Canada. 100% of the assets,
liabilities, and revenues of Natural Program, Inc. originate in Canada. The
other entities included in the consolidation are located 100% in Canada. Their
assets and operations are maintained solely in Canada.

Available-for-sale securities - The Company has invested in various securities
classified as available-for-sale at June 30, 2002. These securities are carried
at market value, with unrealized gains and losses reported as a separate
component of shareholders' equity. At June 30, 2002, these securities had a fair
market value of $204,136, which approximated their cost basis. Therefore, no
unrealized gains or losses were recorded on these securities.

Inventory - Inventory is recorded at the lower of average cost or market. Cost
includes materials, labor and applicable warehouse overhead. Market is
replacement cost for raw materials and supplies and net realizable value for
finished goods. The Company has recorded an allowance of $25,000 for the year
ended June 30, 2002 for inventory obsolescence.

Goodwill - Goodwill represents the excess of the cost of the acquisition over
the fair value of the net identifiable assets acquired. Under Statement of
Financial Accounting Standards No. 142, on an ongoing basis, management reviews
the valuation of goodwill, including any events and circumstances which may have
impaired its fair value. If impairment exists, the amount is written off, rather
than being amortized as previous standards required. The amount of goodwill
impairment, if any, is determined by assessing recoverability based on expected
future cash flows and market conditions. Any impairment, other than temporary,
in the carrying value is charged to earnings in the year incurred. Garuda
Capital Corp.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued


Years ended June 30, 2002 and 2001                                  (US Dollars)


2.  SIGNIFICANT ACCOUNTING POLICIES (continued)
- ------------------------------------------------------------------------------

Revenue recognition - Revenue from the sale of products to customers is
recognized at the time goods are shipped.

Property and equipment - Property and equipment is recorded at cost less
accumulated depreciation. Depreciation is provided for over the estimated useful
lives of the assets on the following basis and annual rates:

Asset                                       Basis                       Rate
- ------------------------------------------------------------------------------
Manufacturing equipment                     Straight-line            15 years
Manufacturing tools                         Straight-line            15 years
Furniture and fixtures                      Straight-line            15 years
Leasehold improvements                      Straight-line                 20%
Computer hardware and software              Straight-line            15 years
Trademarks                                  Declining balance             20%

Foreign currency translation - As the majority of the Company's operations are
in Canada, the Canadian dollar has been chosen as the Company's functional
currency. All Canadian dollar denominated balances and transactions have been
translated into US funds as follows: monetary assets and liabilities are
translated at current rates of exchange and other assets and liabilities are
translated at historical rates of exchange. Revenue and expenses are translated
at average rates of exchange for the year, except for depreciation and
amortization that are translated at rates in effect when the related assets were
acquired. All exchange gains and losses are recorded as a separate component of
shareholders' equity.

Leases - Leases are classified as capital or operating leases. Leases which
transfer substantially the entire benefits and risks incident to ownership of
property are accounted for as capital leases. All other leases are accounted for
as operating leases and the related lease payments are charged to expense as
incurred.

Fair value of financial instruments - Substantially all of the Company's assets
and liabilities are carried at fair value or contracted amounts that approximate
fair value. Estimates of fair value are made at a specific point in time, based
on relative market information and information about the financial instrument,
specifically, the value of the underlying financial instrument. Assets that are
recorded at fair value consist largely of short-term receivables and marketable
securities, which are carried at contracted amounts that approximate fair value.
Similarly, the Company's liabilities consist of short term liabilities and
shareholder loans recorded at contracted amounts that approximate fair value.

Income taxes - Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for future timing
differences between the financial statement carrying amounts and their
respective tax bases. 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.

Use of estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Long-lived assets - The Company reviews its long-lived assets for impairment
whenever changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. For purposes of evaluating the recoverability of
long-lived assets, the recoverability test is performed using undiscounted net
cash flows estimated to be generated by the asset. Garuda Capital Corp.



<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued


Years ended June 30, 2002 and 2001                                  (US Dollars)

Stock split - During the year ended June 30, 2002, the Company's Board of
Directors initiated a 20:1 reverse stock split. All references to shares have
been restated to reflect the stock split.


3.  INVENTORY

--------------------------------------------------------------------------------
                                                      2002             2001
--------------------------------------------------------------------------------
Packaging supplies                             $      202,072                -
Finished goods                                        111,035                -
Raw materials                                          48,641                -
Other supplies                                          4,241                -

--------------------------------------------------------------------------------
                                               $      365,989                -
================================================================================


4.  PROPERTY AND EQUIPMENT


--------------------------------------------------------------------------------
                                                 Accumulated    Net Book Value
                                     Cost       Depreciation    2002       2001
--------------------------------------------------------------------------------
Manufacturing equipment         $   503,659       158,697     344,962       -
Manufacturing tools                  33,328        15,378      17,950       -
Furniture and fixtures               33,176        18,668      14,508       -
Automobile                           15,163         6,140       9,023       -
Computer hardware and software       65,538        57,687       7,851       -
Trademarks                           18,668        13,056       5,612       -
Leasehold improvements               90,938        89,018       1,920       -
--------------------------------------------------------------------------------
                                $   760,470       358,644     401,826       -
================================================================================


5.  BUSINESS COMBINATIONS
--------------------------------------------------------------------------------

Hagensborg Foods Ltd - Effective April 1, 2002, the Company acquired 100% of
Hagensborg Foods Ltd. for $700,000 (Note 11). This business combination was
accounted for under the purchase method of accounting.

The purchase price has been allocated to the fair market value of the assets
purchased and liabilities assumed. The purchase price was allocated as follows:


<PAGE>


Garuda Capital Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued


Years ended June 30, 2002 and 2001                                  (US Dollars)

5.  BUSINESS COMBINATIONS (continued)


    ----------------------------------------------------------------------------
     Purchase price, net of cash acquired                      $      700,000
    ----------------------------------------------------------------------------

    Allocated as follows:
     Property and equipment                                             283,263
     Working capital acquired                                           251,676
     Capital leases and other debt                                     (496,463)
     Goodwill                                                           661,524
    ----------------------------------------------------------------------------
                                                               $       700,000
    ============================================================================



Natural  Program Inc. - Effective  April 1, 2002,  the Company  acquired 100% of
Natural Program Inc., accounted for under the purchase method of accounting,  by
issuing 500,000 common shares at a deemed value of $0.001 per share. (Note 11)

The purchase price has been allocated to the fair market value of the assets
purchased and liabilities assumed on the following basis:


    ----------------------------------------------------------------------------
     Purchase price, net of cash acquired                      $            500
    ----------------------------------------------------------------------------

    Allocated as follows:
     Property and equipment                                              17,197
     Working capital deficiency                                          (4,354)
     Capital leases and other debt                                      (12,343)
    ----------------------------------------------------------------------------
                                                               $            500
    ============================================================================




6.  ACQUISITION OF ASSETS
--------------------------------------------------------------------------------

On April 19, 2002, the Company acquired certain assets of Hagensborg Foods Corp.
("HFC"), excluding the cash and accounts receivable, for $1,000,0000. HFC shares
certain common shareholders and directors with the Company and is therefore
considered to be a related party for accounting purposes. Related party
transactions are usually measured at the transferor's carrying amount in the
absence of independent verification. Carrying amounts are defined as the cost
amount on the accounts of the transferor after adjusting for any amortization or
impairment in value. Accordingly the Company has recorded the acquisition at
HFC's carrying value of $232,679, $100,000 in equipment and $132,679 in
inventory. The difference between the carrying amount and the agreed exchange
amount of $767,321 has been charged to deficit as a shareholder distribution in
the current period.



<PAGE>

Garuda Capital Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued


Years ended June 30, 2002 and 2001                                  (US Dollars)




7.  BANK INDEBTEDNESS
- ------------------------------------------------------------------------------

The Company has a demand credit facility. It is personally guaranteed by a
shareholder of the Company. Outstanding advances bear interest at prime plus 2%.


8.  CAPITAL LEASE OBLIGATIONS

- ------------------------------------------------------------------------------
Future minimum payments and the obligations due under capital leases are as
follows:
- ------------------------------------------------------------------------------
                                                          2002             2001
- ------------------------------------------------------------------------------
    2003                                           $        5,164            -
    2004                                                    5,164            -
    2005                                                    2,128            -
- ------------------------------------------------------------------------------
                                                           12,456            -
Less amount representing interest                          (2,339)           -
- ------------------------------------------------------------------------------
                                                           10,117            -
Less current portion                                       (3,951)           -
- ------------------------------------------------------------------------------
                                                   $        6,166            -
================================================================================

Interest of $502 was imputed on the capital leases, at a rate of 1.88%.



9.  AMOUNTS DUE TO SHAREHOLDERS
- ------------------------------------------------------------------------------

Advances due to shareholders are unsecured, non-interest bearing and have no
specific terms of repayment.


10.  STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------

In February 2002, the Company issued 1,000,000 shares of common stock for
$100,000.

During the year, the Company issued 4,302,000 units for $0.50 per unit. Each
unit consisted of one common share and one non-transferable warrant. Each
warrant entitles the holder thereof to purchase one additional common share at a
price of $0.50 per share up to April 12, 2003, $0.60 per share up to April 12,
2004, $0.70 per share up to April 12, 2005. Of the 4,300,000 units, 200,000
units were subscribed for (see Note 14).




<PAGE>


Garuda Capital Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued


Years ended June 30, 2002 and 2001                                  (US Dollars)


11.  RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

During the year the Company had the following related party transactions:

     (a)  As described in Note 5, the Company acquired  Hagensborg Foods Limited
          and Natural Program Inc., which companies had certain shareholders and
          directors in common with the Company.

     (b)  The Company purchased certain assets from Hagensborg Foods Corp. (HFC)
          as described in Note 6 for $1,000,000. HFC shares certain common
          shareholders and directors with the Company.

          Amounts due to shareholders included $428,006 due to HFC for the
          acquisition of assets.

          During 2002, the Company had product sales of $368,787 in the normal
          course of business and purchased $16,672 of packaging inventory and
          $46,693 of raw materials and finished goods from HFC. Accounts
          receivable includes $31,488 due from HFC in the normal course of
          business.

          During 2002, the Company incurred commission expense of $46,452 to
          HFC.

     (c)  The Company is owed $100,000 for issued shares from a company  related
          to a director of the Company. (Note 14)

     (d)  The Company  incurred  consulting fees of $20,806 to a director of the
          Company.

     (e)  The Company incurred a share capital finder's fee of $15,000 to a
          company owned by a director of the Company.

     (f)  The  Company  incurred a share  capital  finder's  fee of $18,000 to a
          director of the Company.

     (g)  The Company  incurred  consulting  fees of $4,751 to an officer of the
          Company.

     (h)  Accounts  payable  includes  $2,816 due to an officer  for  consulting
          fees.


12. COMMITMENTS
--------------------------------------------------------------------------------

The Company leases certain premises and equipment. Annual minimum lease payments
are due as follows:

         2003                                                $      108,018
         2004                                                        15,408
         2005                                                         9,209
         2006                                                         -
         2007                                                         -
--------------------------------------------------------------------------------
                                                             $      132,635
================================================================================

Rent expense for the years ended June 30, 2002 and 2001 was $32,664 and $0,
respectively.


<PAGE>

Garuda Capital Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued


Years ended June 30, 2002 and 2001                                  (US Dollars)



13. INCOME TAXES
--------------------------------------------------------------------------------

The Company has a Canadian net operating loss carryforward of approximately
US$1,297,000 and a United States net operating loss carryforward of US$320,000
that may be available to be applied against any future taxable income. These net
operating loss carryforwards may result in future income tax benefits of
approximately US$692,000, however, because realization is uncertain at this
time, a valuation reserve in the same amount has been established. Significant
components of the Company's deferred tax liabilities and assets as of June 30,
2002 and 2001 are as follows:

                                                     2002            2001
--------------------------------------------------------------------------------
Deferred tax liabilities                        $           -    $          -
================================================================================


--------------------------------------------------------------------------------
Deferred tax assets:
     Net operating loss carryforwards           $     692,000    $    461,000
     Valuation allowance                             (692,000)       (461,000)
                                                --------------   ------------
                                                $           -    $          -
================================================================================

The valuation allowance for deferred tax assets was increased by $231,000 and
$61,000 during the years ended June 30, 2002 and 2001, respectively.

The Company's net operating loss carryforwards, if not used, will expire as
follows:

                                                            Canadian
                                                         -------------
                     2006                                $     398,000
                     2007                                      552,000
                     2008                                      146,000
                     2009                                      201,000
--------------------------------------------------------------------------------
                                                         $   1,297,000
================================================================================

The Company's United States net operating loss carryforward will expire through
2022.


14. SUBSEQUENT EVENTS
--------------------------------------------------------------------------------

In July 2002, the Company received $100,000 to settle the subscription
receivable due from a company controlled by a director of the Company.

15. OFF-BALANCE SHEET RISKS
--------------------------------------------------------------------------------

The Company has purchased securities as investments and may incur losses if the
market value of these securities decline subsequent to June 30, 2002.

During the year ended June 30, 2002, the Company had sales to two customers
representing 25% and 12% of the Company's total revenue.





<PAGE>


ANDERSEN ANDERSEN & STRONG, L.C.
Certified Public Accountants and Business Consultants

                                                  941 East 3300 South, Suite 202
                                                      Salt Lake City, Utah 84106
                                                          Telephone 801 486-0096
                                                                Fax 801 486-0098

Board of Directors
Vanstar Films, Inc.
Vancouver, B.C.

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheets of Vanstar Films, Inc.
(development stage company) at June 30, 2001 , and the statements of operations,
stockholders' equity, and cash flows for the years ended June 30, 2001 and 2000
and the period July 8, 1997 (date of inception) to June 30, 2001. 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 audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vanstar Films, Inc. at June 30,
2001, and the results of operations, and cash flows for the years ended June 30,
2001 and 2000 and the period July 8, 1997 (date of inception) to June 30, 2001,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have sufficient
working capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 4. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Salt Lake City, Utah
October 4, 2001                                   s/Andersen Andersen and Strong



<PAGE>



Pro forma statement of operations showing the effect of the acquisition of
Hagensborg Foods Ltd., as fiscal year end June 30, 2001 and for the nine months
ending March 31, 2002.



Garuda Capital Corp
Proforma Consolidated Statement of Operations


                                               Year Ended          9 Month Ended
                                               30-Jun-01             31-Mar-02

REVENUE
Sales                                          3,375,739              2,225,648
Cost of goods sold                            (2,017,873)            (1,240,032)
--------------------------------------------------------------------------------
                                               1,357,866                985,616

EXPENSES
General and administrative                    (1,132,382)              (639,541)
Depreciation                                     (60,611)               (44,089)
Equipment and Premises leases                    (94,515)               (92,978)
--------------------------------------------------------------------------------

Loss from Operations                              70,358                209,008

Comprehensive Loss
Gain from foreign currency translation             1,621                      0

Extraordinary items
Extraordinary loss                                     0                 (1,333)
Loss on sale of equipment                              0                (15,566)
--------------------------------------------------------------------------------

Net Comprehensive Loss                           (71,979)              (192,109)


<PAGE>



Part III, Item 13. Exhibits and Reports on Form 8-K.

     (a)  Exhibits

2.1(1)   --       Hagensborg Foods Ltd. Acquisition Agreement

2.2(1)   --       Natural Program Inc. Acquisition Agreement

2.3 (3)  --       Hagensborg Food Corporation Acquisition Agreement

3.1 (2)  --       Articles of Incorporation

3.2(1)   --       Bylaws

3.3(1)   --       Articles of Amendment

11(1)    --       Statement RE: Computation of Per Share Earnings

21(1)    --       Subsidiaries of the Registrant

     1.   Incorporated by reference from Annual Report on Form 10KSB filed on or
          about October 15, 2002

     2.   Incorporated by reference from Form 10-SB registration statement SEC
          File # filed on or about June 29, 2000

     3.   Incorporated by reference from Amendment No. 1 to the Annual Report on
          Form 10KSB filed on or about January 21, 2003



<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                                                 GARUDA CAPITAL CORP.
                                                 --------------------
                                                     (Registrant)

                                               By: / s / C. Robin Relph
                                                 -------------------------
                                                 C. Robin Relph, President


                                                Date: April 8, 2003
                                                      ----------------


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                                               By: / s / C. Robin Relph
                                                 ----------------------
                                        C. Robin Relph, President and Director


                                                Date: April 8, 2003
                                                      ----------------


                                            By: / s / G. Arnold Armstrong
                                              ---------------------------
                                            G. ARNOLD ARMSTRONG, Director


                                                Date: April 8, 2003
                                                      ----------------

                                                By : / s / Jurgen Wolf
                                              ---------------------------
                                                Jurgen Wolf, Director

                                                Date: April 8, 2003
                                                      ----------------