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

                                 FORM 10-KSB/A
                         Amendment No. 2

(x )ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the fiscal year ended    December 31, 2001
                          -------------------------

(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from__________________to __________________.


                       Commission File number 333-42936
                                             -----------

                               DND Technologies, Inc.
         -----------------------------------------------------------
              (Exact name of registrant as specified in charter)

        Nevada                                            87-0631750
--------------------------------                 ----------------------------
(State or other jurisdiction of                    (I.R.S. Employer I.D. No.)
incorporation or organization)

        375 E. Elliot Road, Chandler, Arizona                    85225
        ----------------------------------------------------   ---------
                 (Address of principal executive offices)       (Zip )

Issuer's telephone number, including area code     480-892-7020
                                                ---------------------------

Securities registered pursuant to section 12 (b) of the Act:

Title of each class             Name of each exchange on which registered

       None                                  None
   -------------                    ---------------------

Securities registered pursuant to section 12(g ) of the Act:

                               None
                         ----------------
                         (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.
(1) Yes [ x ]   No [  ]          (2)  Yes [x ]    No [  ]

<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is 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.  [X]

State issuer's revenues for its most recent fiscal year:  $    0
                                                          ----------

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days.

At December 31, 2001, the aggregate market value of the voting stock held by
non-affiliates was $324,500 based on 3,245,000 shares held by non-affiliates
multiplied by the price at which common shares were recently sold to the
public, or $.10 per share. We have no "established public market" for our
shares; the market value of the shares held by non-affiliates is based on the
price of shares sold in an offering which closed in May 2001.

   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                Not applicable

                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of December 31, 2001, the registrant had 6,745,000 shares of common stock
issued and outstanding. As of September 30, 2002, the registrant had
22,000,000 shares of common stock issued and outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
part of the form 10-KSB (e.g., part I, part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) any proxy or
other information statement; and (3) Any prospectus filed pursuant to rule 424
(b) or (c) under the Securities Act of 1933: None



                               -2-
<PAGE>

==============================================================================
                              TABLE OF CONTENTS
==============================================================================

                              PART I

                                                                         Page

ITEM 1.   DESCRIPTION OF BUSINESS......................................... 4

ITEM 2.   DESCRIPTION OF PROPERTIES ...................................... 9

ITEM 3.   LEGAL PROCEEDINGS .............................................. 10

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS .............. 10


                             PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...... 10

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ..... 12

ITEM 7.   FINANCIAL STATEMENTS .......................................... 17

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE ........................ 26


                             PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT ... 26

ITEM 10.  EXECUTIVE COMPENSATION ........................................ 28

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 28

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................ 29


                             PART IV

ITEM 13.  EXHIBITS ...................................................... 30

          SIGNATURES..................................................... 31


                               -3-
<PAGE>

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

                       ITEM 1.  DESCRIPTION OF BUSINESS

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

BUSINESS DEVELOPMENT

History
-------

Zurickirch Corp. (the "Company") was incorporated under the laws
of the State of Nevada on May 9, 1997 as Weston Caribbean Corp. On
March 9, 2000 the name was changed to Zurickirch Acquisitions, Inc. and on
April 17, 2000  the name was changed to Zurickirch Corp.

Public Offering
---------------

On April 3, 2001, our Form SB-2 Registration Statement was declared effective
by the Securities and Exchange Commission. Pursuant to that registration
statement in effect, we offered up to 1,000,000 shares of our common stock to
the public at an offering price of $.10 per share; 1,395,000 shares were also
offered by selling shareholders.  Our offering closed on May 31, 2001 with the
maximum shares sold to new shareholders for gross proceeds of $100,000;
selling shareholders in the offering sold -0- shares.

OUR BUSINESS

General
-------

Our initial business purpose was the sale of specialty health and nutritional
products. Our business plan contemplated a health and nutritional supplement
business in the Rocky Mountain region and Las Vegas and involved the
identification of appropriate clientele target markets and securing product
manufacturing commitments.

Our goals during 2001 were to complete our securities offering and begin
effecting our business plan by identifying appropriate clientele target
markets, securing product manufacturing commitments, and beginning sales and
marketing of our health and nutritional products.  We were able to complete
our securities offering and felt we had sufficient funds to move forward on
our business objectives.  Unfortunately, our efforts on developing an
economically successful product were not successful.

We did receive a product manufacturing commitment with Harvard Health Systems
in May of 2001. We received product samples for marketing and sales in June
2001 and began seeking retail distribution. We also sought to establish a
distributor network for our products with various marketing firms involved in
the nutritional supplement industry and with local retail stores. In addition,
we attempted to market our products through a local health and wellness clinic
called Renu-Health which test results with clients looked favorable. However,
the clinic had financial difficulties and after September 11, 2001, the clinic
went out of business. When these efforts started to prove unsuccessful, we
started to analyze our products and direction.  This analysis found the number
of competitors in the industry were growing faster than we anticipated.  Also
the competitors seemed to be better financed and have established marketing
capabilities.

                               -4-
<PAGE>

With our efforts not proving successful, compounded with the ongoing recession
and events of September 11, 2001, we began to reevaluate our overall business.
Through an evaluation by management, the companies success in the nutritional
markets was deemed questionable.  Except for raising capital in our offering,
all of our other goals of establishing our product and business proved
unsuccessful.  In reviewing our operations, management realized that they had
underestimated the difficulty in establishing a product in the nutritional
market place.  Additionally, the timing of such a product launch in weak
economic times and with a limited marketing budget compounded the difficulty
faced by management.  Without enough experience in the nutritional market
place from a marketing perspective, management was unable to establish a
direction or the necessary industry contacts to have the products placed in
stores and other consumer outlets were they could be purchased.  Management
found that the competition for space in stores and consumer outlets was very
competitive.  Without an established marketing team, in the nutritional
marketplace, it is extremely difficult to obtain the product placement needed
to successfully launch a product.  When management realized the chance of
success in the nutritional market place was slim, they set out to find another
business alternative to help provide value to the Company.

Change of Business Direction
----------------------------

As a result of the foregoing, we did not meet our goals or our target dates,
and we spent all of the funds raised in our offering, along with additional
funds advanced by our president,  with unsatisfactory results. Our decision to
remain open to other opportunities is a result of various factors including
the post September 11 economy when sales markets for our products slowed
considerably.  In early October we decided we should consider other
alternatives to our original plans if and when they became available to us due
to the serious concerns about the state of our economy and our lack of success
to date in penetrating the health and nutrition market which had become
competitively more difficult in the last 6 months.  As of December 31, 2001,
we had not achieved results in finding alternative business activities.  In
August 2002, we did acquire Aspect Semiquip International, an Arizona
corporation.

Management decided to change its business direction in an effort to try and
provide value to the shareholders.  With little chance of success in the
nutritional marketplace, management evaluated what options it had to try and
bring in an operating business or start another business with a better chance
of success.  These analysis resulted in the Company considering what assets it
had from a managerial standpoint and from an analysis of cash and other hard
assets on hand.  This analysis resulted in management feeling it did not have
the financial resources to start a new business nor pursue the nutritional
products as intended.  Instead, management felt the Company's best chance to
have a successful business was to pursue a merger or acquisition with an
existing company who was looking to potential "go public" through a merger or
acquisition with a public company.

This decision was made after deciding the most valuable asset of the Company
may be its listing on the Electronic Bulletin Board.  With this in mind,
management of the Company, set out to find an operating company looking to "go
public" in a revers merger context.  These efforts resulted in our president,
John Chris Kirch, locating Aspect Semiquip International, in Phoenix Arizona.


                               -5-
<PAGE>

Our Nutritional Products
------------------------

For the year ended December 31, 2001, we were pursuing the nutritional
marketplace.  Although we are currently not pursuing this market, the
following discussion is based on our efforts during the year.

Our formulas were designed by Howard E. Abrams, Sr., director of the Mother
Nature Research Institute and his associate scientists Dr. Robert Morrow, M.D.
and Dr. Nester Ledesma, D.P.M. Each has many years of research expertise and
formulation experience. To date, we have paid $111,122 for the research and
development costs of the formulas which includes some preliminary marketing
expenses of $14,000. In addition, we agreed to pay Mr. Abrams and his
associates a 2% royalty fee for each product as it is sold. The formulation
specialists were selected for their extensive background and experience in the
health and nutritional industry.

Our products were created as a result of the belief by management that a
substantial niche market exists in the nutritional supplement industry, for
unique and effective products. We believe our natural health and nutritional
supplements could offer a better alternative to traditional nutritional
supplements currently being produced by providing specialized combinations of
nutrients. In addition to the completion of our initial product line as well
as researching manufacturing commitments, as discussed below, we also
established relationships with suppliers of the various nutrients comprising
the Zurickirch Health products.

Our initial product line was comprised of herbal formulas and nutritional
supplement formulas in the following categories:

      *     Weight-loss and fat management.
      *     Cardiovascular conditions.
      *     Antioxidant protection.
      *     Memory enhancement and senility prevention.
      *     Prostate protection and BHP reversal.
      *     Impotency reversal and sexual enhancement.
      *     Detoxification procedures.
      *     Daily nutritional requirements.

Manufacturing
-------------

Our initial plans were to have all manufacturing done in the local facilities
of various contract manufacturing companies. These contract manufacturers do
not make and distribute their own line of nutritional supplements. Rather,
their entire business is manufacturing products for other nutritional
marketing companies under each of their client's private labels. Agreements
have been discussed with some of these contract facilities to produce our
nutritional supplements according to our exact specifications. Lead-time for
the delivery of our product orders will vary with each of these manufacturers
depending upon certain factors. In order to protect us from ever running out
of products, we have found out-of-state manufacturing facilities as well who
have said they will be willing to enter into manufacturing agreements with us
on a product by product basis. In all cases pricing will be based on
quantities of products made, and availability of raw materials.

                               -6-
<PAGE>

As part of our product development, the plans for our nutritional supplements
were submitted to product manufacturers in Salt Lake City, Utah for review,
cost analysis and volume bids; as of May of 2001 we had received a product
manufacturing commitment from Harvard Health Systems, a Utah nutritional
manufacturer, which agreed to provide the company with packaging, warehousing
and distribution services.

Provided we receive orders for our products, we expect them to be available
approximately 90 days from their manufacturing orders depending on the volume
and seasonal availability of the ingredients. Additional products and
programs, covering a variety of health needs, are planned for future
development, and will be introduced into the market should our financial
situation, as well as the general conditions in the health and nutritional
supplement market, improve.

To date, we have not placed any manufacturing orders other than samples.

Our Market/Industry Overview
----------------------------

Our attempted entry into the nutritional supplement market was based on the
following:

We believe that more and more consumers appear to want safer, natural
alternatives to the traditional prescription medications and their many
unwanted side-effects. We also believe that because of the consumers' desire
for safer, naturally effective alternatives, we may be able to compete in this
industry by offering unique, safe and effective health and nutritional
supplements within the framework of specific health modalities and complete
nutritional programs.

Although we have not conducted any formal market studies or analyses of the
nutritional supplement and the over-the-counter medicine industry in
undertaking its business, management believes a few trends are apparent.

First, the type and range of nutritional supplements have expanded
considerably over the past several years as new research and new technologies
have created new methods of preparing natural medicines and nutritional
supplements. Consequently, management believes that alternatives to
traditional prescription medications and one-a-day type of vitamins have, in
large part, driven the industry's growth in recent years.

Secondly, the nutritional supplement industry, in general, has enjoyed over
twenty consecutive years of growth, notwithstanding a number of business
cycles during such period, and it appears that it will continue to grow. The
nutritional supplement industry does not appear to be impacted as
significantly by general economic conditions as many other industries, due to
their relatively modest cost and safety factors, the opportunity in the
industry to diversify in range and non-seasonality, and other factors.

Thirdly, natural medicines and nutritional supplements have both pre-planned
and impulse purchases, thereby creating numerous unique marketing
opportunities. Due to the factors described above, management believes that
the industry offers potential for both the large-scale producers, and the
smaller, niche market producers like the company. The company believes it has
an opportunity to address both seasonal and the traditional year around
markets, with an emphasis on the uniqueness of its products.

                               -7-
<PAGE>

Although we continue to believe the foregoing market analyses are mostly true,
we have found the potential for a small, "niche market" development stage
company such as ours to penetrate the market is extremely difficult and will
require far more resources than we have currently available.

Marketing/Distribution Methods
------------------------------

Our marketing plan for our line of natural herbal formulas and nutritional
supplements, should we be able to generate sufficient interest to warrant
marketing, includes:

Low-cost, local newspaper advertising that will focus on "leader" products
that have a wide appeal to virtually all age, income and occupational groups.
This is a proven method of advertising that has always had a steady and
predicable rate of return. All customers will be entered into our database for
future references. On a periodic basis, these customers will be contacted by
telephone to determine product satisfaction, answer questions and introduce
new products. Interested customers will receive new product brochures through
the mail.

After a sufficient clientele base has been established the company will expand
its advertising to include 30 and 60 second commercials with various local TV
and Radio stations.

Competition
------------

The nutritional supplement business has proven to be intensely competitive. We
are competing with large companies in the industry, which have established
reputations, name recognition and market share, and the ability to update and
expand product lines. Most, if not all, of the companies have significantly
greater management, marketing, and creative and financial resources. We
believe that the larger, established nutritional companies do not enjoy the
same advantage in the niche markets in the industry, due to their traditional
approach to the market; however, we have underestimated the amount of funds
and experience necessary to compete effectively.

We face substantial competition in establishing our proposed health and
nutritional supplements business in the Rocky Mountain region. There are
already many well established health and nutritional businesses in Utah alone.
It may not be possible for us to compete successfully.  Our methods of
competition include price, quality of products, and product mix.  However, it
appears unlikely we will be able to successfully compete based these factors
or survive financially given the competition that exists, in the health and
nutritional supplements environment.

Status of Any Publicly Announced New Product of Service
-------------------------------------------------------

We have no publicly announced new products or services.

Dependence on Major Customers
------------------------------

As we have not yet established our customer base, we are not dependent on any
major customers.

Sources and Availability of Raw Material/Name of Principal Suppliers
--------------------------------------------------------------------

Although we have researched sources of materials as well as suppliers and
manufacturers, our business has not developed sufficiently to warrant any
further interaction with these supplies/manufacturers. We have not entered
into any agreements with any principal suppliers or manufacturers.


                               -8-
<PAGE>

Patents, trademarks, licenses, franchises, concessions,
royalty agreements, or labor contracts
--------------------------------------

None, except we agreed to pay a 2% royalty fee to Mr. Howard Abrams and his
two associates for each product as it is sold.

Need for government approval on principal products.
--------------------------------------------------

None.

Effect of existing regulations or probable regulations on business.
-------------------------------------------------------------------

Other than maintaining our good standing, complying with applicable local
business licensing requirements, when and if needed, preparing our periodic
reports under the Exchange Act, and complying with other applicable securities
laws, rules and regulations as set forth above, we do not believe that
existing or probable governmental regulations will have a material effect on
our operations.

Costs of Research and development in the last two years
-------------------------------------------------------

We have spent approximately $111,000 on product development in the past two
years.

Costs and of compliance with environmental laws.
-----------------------------------------------

None

Number of Employees.
--------------------

As of December 31, 2001, we had no employees; all services are provided by our
President.

Activities subsequent to filing of our initial Annual Report on Form 10KSB.
--------------------------------------------------------------------------

Since the filing of our Annual Report on Form 10KSB on March 12, 2002, we
executed an Agreement and Plan of Reorganization with Aspect Semiquip
International, Inc. ("ASI"), an Arizona corporation specializing in the
manufacturing and repair of equipment used in the semiconductor chip market
place.  The reorganization, changed the direction of our business and changed
control of our company, and contemplates the following:

      .     The acquisition by us of all issued and outstanding shares of ASI
            from its sole shareholder, Douglas Dixon(1,750,000 common shares);
      .     The issuance of 18,000,000 of our restricted common shares to ASI
            giving ASI's shareholders control of our company;
      .     Cancellation of approximately 6,000,000 of our currently
            outstanding shares the majority of which are owned by our
            president; and
      .     ASI becoming our wholly owned subsidiary

The agreement was entered into on May 16 and closed in August 2002.

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

                      ITEM 2.  DESCRIPTION OF PROPERTIES

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

                               -9-
<PAGE>

As of the initial filing of this Form 10-KSB, our executive offices are
located at 3960 Howard Hughes Parkway, Fifth Floor, Las Vegas Nevada 89109.
The telephone number is (801) 750-1511 and facsimile number is (801) 273-1191.
The registered and records office of the company were also located at 3960
Howard Hughes Parkway, Fifth Floor, Las Vegas, Nevada, 89109. The executive
office were being given to the company at no charge during this development
stage by our President and as such there are no leases in place. The office
space was accounted for by Zurickirch as a contribution to capital by our
president at a rate of $165.00 per month during the year 2000 (totaling $990).
The same was not expensed in 2001 but will likely be accounted for during 2002
along with the 2002 office rent at the same rate of $165. The space was deemed
adequate for our current business operations.  Until such time as it becomes
necessary to hire staff, we do not intend on leasing any further space nor
purchasing any property.

Our new executive offices are located in Chandler, Arizona. ASI's facilities
consist of 25,000 square feet in Chandler Arizona, and 11,000 square feet in
Richardson, Texas.  The Chandler facility is the primary location for the
production and refurbishment of systems as well as spare parts and assemblies.
The Richardson facility houses a warehouse and factory.  Present monthly rent
is approximately $20,000 per month.  Management believes current facilities
are adequate for current and future needs.  ASI employs 43 people in its
Chandler, Arizona and Richardson, Texas facilities.

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

                          ITEM 3.  LEGAL PROCEEDINGS

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

None.

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

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

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

No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended December 31, 2001.

                                   PART II

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

      ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

Our common stock has been quoted on the OTC Electronic Bulletin Board since
December 15, 2001 under the symbol "ZUKH."  As of October 10, 2002, our new
symbol will be "DNDT." Prior to such date management is not aware of the
quotation or trading of our common stock through any other medium.  There is
currently no established public trading market for the common stock.  For the
period from December 15, 2001 through December 31, 2001, there was no bid
quotations as reported by the OTC Bulletin Board. If, however,  there are any
quotations on the OTC Bulletin Board in the future, they will reflect inter-
dealer prices, without retail market-up, mark-down, or commission and may not
necessarily represent actual transactions.


                               -10-
<PAGE>

Holders
-------

At December 31, 2001, the Company had approximately 48 shareholders of record
as reported by the Company's transfer agent.  The transfer agent for the
Company is Interwest Transfer Company, 1981 East 4800 South, Suite 100, Salt
Lake City, Utah 84117; telephone number (801) 272-9294.

Dividends
---------

Since its inception the Company has not paid any dividends on its common stock
and the Company does not anticipate that it will pay dividends in the
foreseeable future.

Issuances of unregistered securities
------------------------------------

During the period covered by this report, there were no securities issued
which were not registered under the Securities Act or previously reported in
another report.

Shares subject to Rule 144.
---------------------------

As of March 8, 2002, the date of our initial Annual Report, we had 10,000,000
shares issued and outstanding of which 9,000,000 shares are "restricted" and
subject to the resale provisions of Rule 144 of the Securities Act. Of the
9,000,000 "restricted shares" outstanding, all but 3,255,000 common shares,
could be sold pursuant Rule 144, provided each of the applicable terms and
provisions of the rule are met. In general, under Rule 144 a person who has
satisfied a one year holding period, under certain circumstances, may sell
within any three-month period, a number of shares which does not exceed the
greater of one percent of the then outstanding shares of that class of
securities or the average weekly trading volume in such shares during the four
calendar weeks prior to such sale.  Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity or other limitation by
a person who is not an affiliate and who has satisfied a two year holding
period.  Any sales of a substantial amount of our common stock in the open
market, under Rule 144 or otherwise, could have a significant adverse effect
on the market price of our common stock. We have no agreement with any of our
security holders to register "restricted" shares under the Securities Act.  In
August 2002, 6,000,000 shares owned by the former president of the Company
were canceled and 18,000,000 shares were issued in the acquisition of Aspect
Semiquip International.  All 18,000,000 shares are deemed "restricted."

Use of proceeds from offering closed on May 31, 2001
-----------------------------------------------------

      The following information is provided in accordance with Rule 701(f)
regarding Use of Proceeds of a registration under Form SB-2 which closed on
May 31, 2001:

      On April 3, 2001, a registration statement filed by Zurickirch on Form
SB-2 was declared effective.  The Securities and Exchange Commission file
number assigned to the registration statement is 333-42936.  Pursuant to the
registration statement, we registered a maximum of 1,000,000 shares of our
common stock for sale to the public through our President, John Chris Kirch,
in a self-underwritten offering. We also registered 1,395,000 shares held by
certain selling shareholders who participated in the offering which commenced
on April 3, 2001, and closed on May 31, 2001 with maximum proceeds of
$100,000.   The offering price was $0.10 per share. Selling shareholders did
not sell any shares in the offering. All of our offering proceeds have been
expended as indicated below:

                               -11-
<PAGE>

     Between April 3, 2001 (commencement of offering) and May 31, 2001
the Company incurred approximately $15,575 in expenses in connection with the
issuance and distribution of securities in the offering for the following
items:

     .    underwriting discounts and commissions................ -0-
     .    finders' fees......................................... -0-
     .    expenses paid to or for underwriters.................. -0-
     .    other expenses: prepaid offering expenses
          including legal, accounting and EDGAR fees............$ 14,350
     .    other offering expenses (not prepaid).................$  1,225
                                                                --------
                                 TOTAL OFFERING EXPENSES........$ 15,575
                                                                ========
     All of these expenses were incurred to parties other than:

     .   directors, officers, or general partners of the Company or their
         associates;
     .   persons owing 10% or more of any class of equity securities of
         the Company ; or
     .   affiliates of the Company

     The net offering proceeds to Zurickirch after deducting expenses of the
offering were $84,425.  As of December 31, 2001 the Company had used all of
the actual net offering proceeds in the following manner:

     product development, manufacturing and supplies       $  43,100
     working capital and office equipment ...........      $  27,303(1)
     sales and marketing expenditures................      $  14,022
                                                            ========
     Total net proceeds expended at June 30, 2001.....      $  84,425
                                                            ========

     (1) working capital included such general and administrative expenses as
     travel, consulting fees paid to market researchers and business
     development consultants, legal and accounting for compliance with
     reporting requirements, insurance, office supplies, etc.
     all expenses were incurred to parties other than:

     .   directors, officers, or general partners of the Company or their
         associates;
     .   to persons owing 10% or more of any class of equity securities of
         the Company ; or
     .   affiliates of the Company

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

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

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

Forward looking information
---------------------------

This report on Form 10-KSB contains certain "forward-looking statements".
Generally, the words "anticipates," "expects," "believes," "intends," "could,"
"may," and similar expressions identify forward looking statements. Forward-
looking statements involve risks and uncertainties. We caution you that while
we believe any forward-looking statement are reasonable and made in good
faith, expectations almost always vary from actual results, and the
differences between our expectations and actual results may be significant.

                               -12-
<PAGE>

The following discussion and analysis of our results of operations and our
financial condition should be read in conjunction with the information set
forth in the audited financial statements for the year ended December 31,
2001.

Overview
--------

As of the date of our initial Annual Report on 10KSB, our plan of operation
focused on products which have been designed as a result of the belief our
natural medicines and nutritional supplements offer a better alternative to
traditional nutritional supplements currently being produced by providing
specialized combinations of nutrients. Prior to the formation of Zurickirch
Corp., an associate of our predecessor developed our initial product
formulations. Since this time we have worked on establishing relationships
with suppliers of the various nutrients comprising the Zurickirch Health
products. Additionally, we have established a relationship with a Utah
"contract" manufacturer, which would provide the Company with product
manufacturing, bottling and packaging.

During the past year we have also been seeking to establish a distributor
network with marketing firms involved in the nutritional supplement industry
throughout the country. We also investigated marketing our products through
the internet, various retail markets including health food stores, and direct
sales through a toll-free number.

We have not been successful in our efforts to establish sufficient market
interest in our products and have therefore not yet further pursued
manufacturing contracts or undertaken any mass manufacturing or marketing. We
will require additional funding to continue pursuing our business plan or must
seek alternative business purposes.

Plan of operation over the next twelve months
----------------------------------------------

As of December 31, 2001, we had only $3,791 in cash, no other assets and no
source of revenues.  The cash available to us will not be sufficient to fund
our day to day operations over the next twelve months.  We will need a minimum
of approximately $4,000 to fund day to day expenses which include $165 in
office rent, and approximately $6,000 for legal, accounting and compliance
expenses associated with our reporting obligations under the Exchange Act. Our
president has indicated that he will be willing to contribute the office rent
to capital; he will also likely advance any funds necessary for minimal day to
day operations.  Such advances will be repaid in either cash, when available
to us, or equity.

The above referenced cash needs are our minimum needs to remain operational
but do not include funds necessary to pursue our business plan.  During the
next 12 months,  we intend to actively seek out and investigate possible
improvements to our business strategies and well as other funding sources.  As
of the current date, lack of funds dictates that the pursuit of our business
plan will be limited to continuing to establish relationships with potential
distributors of our products in hopes that some sales might be generated.  We
also intend to remain open to, and may actively seek, other business
opportunities which may present themselves including an acquisition or merger
with another entity. Because we lack funds, it may be necessary for management
to either advance us funds or we may have to accrue expenses until such time
as successful business operations can be established. Management intends to
hold expenses to a minimum and to obtain services on a contingency basis when
possible.
                               -13-

<PAGE>

Further, management intends to defer any compensation until such time as
operations become adequately profitable, and will strive to have the business
operations provide for remuneration. If we elect to engage outside advisors or
consultants in an efforts to achieve successful operations, it may be
necessary for to raise additional funds. As of the date hereof, we have not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event we elect to raise additional
capital, most likely the only method available to us would be the private sale
of our securities. Because we are a development stage company, it is unlikely
that we could make another public sale of securities or be able to borrow any
significant sum from either a commercial or private lender. There can be no
assurance that we will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on acceptable
terms.

We do not intend to use any employees, with the possible exception of part-
time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis.

Considerations made in seeking a change of our business direction
-----------------------------------------------------------------

Management believed that it is possible, if not probable, for a company like
ours, without many significant assets or liabilities, to negotiate a merger or
acquisition with a viable private company.  The opportunity arises principally
because of the high legal and accounting fees and the length of time
associated with the registration process of "going public".

Management acknowledges that the selection of a business opportunity in which
to participate is complex and extremely risky and will be made by management
in the exercise of its business judgement.  There is no assurance that
management will be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to us and our stockholders.  Should a
merger or acquisition prove unsuccessful, it is possible management may decide
not to pursue further acquisition activities and management may abandon its
activities and we may become dormant or be dissolved.

In management's analysis of a business opportunity, it considered, among other
things, the following factors:

      .     Potential for growth and profitability indicated by new
            technology, anticipated market expansion, or new products;

      .     Management's perception of how any particular business opportunity
            will be received by the investment community and our stockholders;

      .     Capital requirements and anticipated availability of required
            funds, to be provided from operations, through the sale of
            additional securities, through joint ventures or similar
            arrangements, or from other sources;

      .     The extent to which the business opportunity can be advanced;

      .     Competitive position as compared to other companies of similar
            size and experience within the industry segment as well as within
            the industry as a whole;

      .     Strength and diversity of existing management, or management
            prospect that are scheduled for recruitment;

                               -14-
<PAGE>

      .     The cost of participation as compared to the perceived tangible
            and intangible values and potential; and

      .     The accessibility of required management expertise, personnel,
            raw materials, services, professional assistance, and other
            required items.

No one of the factors described above controlled in the selection of a
business opportunity.  Management attempted to analyze all factors appropriate
to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development.  The task of comparative investigation and analysis of business
opportunities will be extremely difficult and complex.

Based on the above factors, management made the decision to pursue other
business opportunities through the acquisition of Aspect Semiquip
international.  Although management attempted to review many variables in
marketing its decision, in many ways, the ultimate decision was based on a
view that the Aspect Semiquip International transaction was the best
opportunity, at the time.  Aspect Semiquip International had been profitable
and looked like it could move back into profitability.  It also was in an
industry that looked like it could continue to grow.  However, ultimately the
decision to acquire Aspect was one of our need to have a business with
potential and Aspect's willingness to be acquired for terms our management
felt were acceptable.  There may have been other companies which had better
potential, or were more profitable, but management had not been approached by
any other companies and we were dependent on loans from management to continue
to exist so we did not have the time to keep looking for better opportunities.
Accordingly, although management believed in Aspect and its capabilities, in
many ways, the decision on Aspect came down to timing and ability to negotiate
an acquisition.

Liquidity and capital resources
-------------------------------

As of December 31, 2001, the Company had $3,791 in assets all of it comprised
of cash. Our liabilities consisted of a note payable to our president. The
note was in the principal amount of $50,466 with an interest rate of 8%. We
have no revenues or other source of cash flows with which to repay this note.
Subsequent to our year end, the note was paid through the issuance of
3,255,000 shares of our common stock. The $50,466 advanced by our president
was utilized for general and administrative expenses during 2001.  The
issuance of the 3,255,000 shares gave our president, John Chris Kirch, 62.55%
control of Zurickirch.

Other sources of liquidity during 2001 include:

     o     In February 2001 we satisfied loans totaling $75,447 through the
           issuance of 850,000 shares; the loans were made by three
           individuals during mid summer of 2000; the majority of these funds
           were utilized to pay our initial product development costs of
           $54,000 and investigating market opportunities.

     o     During the first quarter of 2001, $70,000 in cash was loaned by
           two individuals: one of whom was the president ($29,500) and one
           of whom was a non-affiliate($40,500).  The president's loan was
           converted into equity along with the additional funds he advanced

                               -15-
<PAGE>

           in 2001 (which increased his loan to us to $50,466.) The $40,500
           non-affiliate advance was also converted into our common stock.
           The advance by our president was used mostly for operating capital
           prior to the effectiveness of the offering; the balance was used
           to fund further product development and pursuit of our business
           plan once the offering proceeds were expended.

     o     $100,000 in proceeds from our offering (See Item 5." Use of
           Proceeds.")

Results of operations
---------------------

We are a development stage company; our operations have been limited to
conducting an offering of common stock to the public and limited product
development during our fiscal year ended December 31, 2001.

Risk factors; known trends; uncertainties affecting our business
----------------------------------------------------------------

      We Are a Development State Company With No Revenues and Anticipate
      Losses for the Foreseeable Future

      Our company was incorporated in the State of Nevada on May 9, 1997 and
had conducted only limited operating activities.  Our sole director/officer
has only limited experience in managing or operating health and nutritional
products business. Although, we intend to locate and hire one or more managers
with significant prior experience, we will only do so if our operations
warrant the same.  We currently have no commitment to hire any experienced
managers. Our sole director will only devote part time efforts to this
business due to other business interests he has. We have only a very limited
operating history. We have no customers as yet, and we will not have any
customers until the proposed health product formulas are manufactured, labeled
and available for us to sell.  We have had no revenue to date. We may not
succeed in this business and may be required to seek other business
opportunities. It is likely we will continue to see losses in the foreseeable
future.

     We Will Need Additional Financing to Implement Our Business Plan and Such
     Financing May Be Unavailable or Too Costly for Us; We May Need to Seek
     Other Business Opportunities.

     The time frame for implementation of our business plan was six to twelve
months from the close of our offering (which closed on May 31, 2001). The
amount of funds needed for this period was estimated to be $50,000 to
$100,000.  More than six months has passed since the close of our offering and
the maximum proceeds of $100,000 have already been expended with
unsatisfactory results. We need additional funding to effectuate our business
plan. While we anticipate that one possible source of funds would be an
additional public offering, we may have to rely on other financing such as
private placements or debt financing to implement our plans. We may not
succeed in raising any additional funds through debt or equity financing. We
may also pursue other opportunities which could result in change of business
direction or change of control of our company. Such efforts would not
necessarily result in a successful business operations.

     Our independent auditor has expressed doubt concerning our ability to
     continue as a going concern.

     Unless we raise additional capital to address this problem we may be
unable to continue in business. As disclosed in Note 4 to our financial
statements included in this Form 10KSB, we do not have an established source
of revenues sufficient to cover our operating costs to allow us to continue as
a going concern.  Our ability to continue as a going concern is dependent upon
our ability to raise additional capital through other means.


                               -16-
<PAGE>


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

                        ITEM 7.  FINANCIAL STATEMENTS

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

The following financial statements begin on the next page:

Report of Andersen, Andersen & Strong, Certified Public Accountants ......18
Balance Sheets as of December 31, 2001....................................19
Statements of Operations for years ended December 31, 2001,
   and 2000 and the  Period May 9, 1997 to December 31, 2001 .............20
Statements of Changes in Stockholders' Equity for the
   period May 9, 1997 to December 31, 2001 ...............................21
Statements of Cash Flows for the years ended December 31, 2001,
   and 2000 and the period May 9, 1997 to December 31, 2001 ..............22
Note to the Financial Statements .........................................23



<PAGE> 17

ANDERSEN ANDERSEN & STRONG, L.C.                941 East 3300 South, Suite 202
Certified Public Accountants and                    Salt Lake City, Utah 84106
Business Consultants                                    Telephone 801 486-0096
Member SEC Practice Section of the AICPA                      Fax 801 486-0098




Board of Directors
ZuricKirch Corp.
Salt Lake City, Utah


        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of ZuricKirch Corp.(development
stage company) at December 31, 2001 and the related statement of operations,
stockholders' equity, and cash flows for the  the years ended December 31,
2001, and 2000 and the period from May 9, 1997 (date of inception) to December
31, 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 ZuricKirch Corp. at December
31, 2001,  and the results of operations, and cash flows for the years ended
December 31, 2001, and 2000 and the period from May 9, 1997 (date of
inception) to December 31, 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 will need additional
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.

                                        s/ Andersen Andersen and Strong LC
February  28, 2002
Salt Lake City, Utah



<PAGE> 18

                        ZURICKIRCH  CORP.
                   (Development Stage Company)
                          BALANCE SHEET
                        December 31, 2001

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

ASSETS
CURRENT ASSETS

   Cash                                                         $      3,791
                                                                -------------

     Total Current Assets                                       $      3,791
                                                                =============


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable - related party - Note 3                          50,466
                                                                -------------

     Total Current Liabilities                                        50,466
                                                                -------------

STOCKHOLDERS' EQUITY

   Preferred stock
       10,000,000 shares authorized at $0.001 par value;
        none outstanding                                                   -
   Common stock
       50,000,000 shares authorized at $0.001 par value;
       6,745,000 issued and outstanding  - Note 3                      6,745

   Capital in excess of par value                                    312,957

   Accumulated deficit during  the development stage                (366,377)
                                                                -------------

     Total Stockholders' Deficiency                                  (46,675)
                                                                -------------

                                                                $      3,791
                                                                =============








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

<PAGE> 19


                        ZURICKIRCH  CORP.
                   (Development Stage Company)
                      STATEMENT OF OPERATIONS
      For the Years Ended December 31, 2001 and 2000 and the
   Period May 9, 1997 (date of inception) to December 31, 2001
=============================================================================

                                                               Period
                                       Dec 31,     Dec 31,     May 9, 1997
                                        2001        2000       to Dec 31, 2001
                                   ------------- ------------- ---------------

REVENUES                           $          -  $          -  $            -
                                   ------------- ------------- ---------------

EXPENSES

   Product development                   57,122        54,000         111,122
   Administrative                        86,486        64,626         150,707
   Interest expense                         405         1,538           2,348
   Depreciation                           2,200           300           2,500
                                   ------------- ------------- ---------------
                                        146,213       120,464         266,677
                                   ------------- ------------- ---------------

NET LOSS FROM OPERATIONS               (146,213)     (120,464)       (266,677)

DISCONTINUED OPERATIONS - Note 1

   Loss from abandoned
    business activity                         -             -         (99,700)
                                   ------------- ------------- ---------------

NET LOSS                           $   (146,213) $   (120,464) $     (366,377)
                                   ============= ============= ===============
NET LOSS PER COMMON SHARE

   Basic                           $       (.03) $       (.03)
                                   ------------- -------------
AVERAGE OUTSTANDING SHARES

   Basic                              5,635,000     4,713,750
                                   ------------- -------------










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


<PAGE> 20
<TABLE>
<CAPTION>
                            ZURICKIRCH  CORP.
                      (Development Stage Company)
              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
      Period May 9, 1997 (date of inception) to December 31, 2001
=============================================================================================

                                                                    Capital in
                                              Common Stock          Excess of  Accumulated
                                          Shares        Amount      Par Value    Deficit
                                       ------------- ------------ ------------ ------------

                                    <c>           <c>          <c>          <c>
Balance May 9, 1997 (date of inception)           -  $         -  $         -  $         -

Issuance of common stock for cash
  at $.001 - May  9, 1997                 2,970,000        2,970            -            -

Issuance of common stock for services
  at $.001 - May 9, 1997                  1,030,000        1,030            -            -

Issuance of common stock for cash
  at $1.00 - June 5, 1997                    50,000           50       49,950            -

Issuance of common stock for cash
  at $.86 - June 5, 1997                      9,000            9        7,691            -

Issuance of common stock for cash
  at $1.00 - July 28, 1997                    1,000            1          999            -

Issuance of common stock for cash
  at $.10 - December 1, 1997                300,000          300       29,700            -

Net operating loss for the period
  ended December  31, 1997                        -            -            -      (82,403)

Issuance of common stock for cash
  at $.07 - February 3, 1998                100,000          100        6,900            -

Net operating loss for the year
  ended December 31, 1998                         -            -            -      (17,297)

Net operating loss for the year
  ended December 31, 1999                         -            -            -            -

Issuance of common stock for cash
  at $.10 - May 31, 2000                    435,000          435       43,130            -

Contributions to capital by
  officer - expenses                              -            -          990            -

Net operating loss for the year
  ended December 31, 2000                         -            -            -     (120,464)
                                       ------------- ------------ ------------ ------------
Balance  December 31, 2000                4,895,000        4,895      139,360     (220,164)

Issuance of common stock for payment
  of debt at $.089 - February 2001          850,000          850       74,597            -

Issuance of common stock for cash
  at $ .10 - April &  May 2001            1,000,000        1,000       99,000            -

Net operating loss for the year
  ended  December 31, 2001                        -            -            -     (146,213)
                                       ------------- ------------ ------------ ------------

Balance December 31, 2001                 6,745,000  $     6,745  $   312,957  $  (366,377)
                                       ============= ============ ============ ============




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


</TABLE>
<PAGE> 21
                        ZURICKIRCH  CORP.
                   (Development Stage Company)
                     STATEMENT OF CASH FLOWS
     For the Years Ended December 31, 2001 and 2000,  and the
   Period May 9, 1997 (date of inception) to December 31, 2001

                                                                Period
                                        Dec 31,     Dec 31,     May 9, 1997 to
                                         2001        2000       Dec 31, 2001
                                    ------------- ------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                           $   (146,213) $   (120,464) $    (366,377)

 Adjustments to reconcile net loss
  to net cash provided by operating
  activities

   Changes in accounts payable           (29,847)        3,838         50,466
   Common capital stock issued
     for services                              -             -          1,030
   Contribution to capital -expenses           -           990            990
   Depreciation                            2,200           300          2,500
                                    ------------- ------------- --------------
      Net Cash From (Used)
       in Operations                    (173,860)     (115,336)      (311,391)
                                    ------------- ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase office equipment                    -        (4,500)       (4,500)
                                    ------------- ------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from notes payable         77,447        76,475         77,447
  Proceeds from issuance of
   common stock                          100,000        43,565        242,235
                                    ------------- ------------- --------------
                                         177,447       120,040        319,682
                                    ------------- ------------- --------------

Net Increase (Decrease) in Cash            3,587           204          3,791

Cash at Beginning of Period                  204             -              -
                                    ------------- ------------- --------------

Cash at End of Period               $      3,791  $        204  $       3,791
                                    ============= ============= ==============

NON CASH FLOWS FROM OPERATING ACTIVITIES

  Issuance of 1,030,000 common shares for services - 1997     $      1,030
  Contributions to capital by officer - expenses - 2000                990
  Issuance of 1,550,000 for payment of debt - 2001                 145,447


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


<PAGE> 22
                        ZURICKIRCH  CORP.
                   (Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
=============================================================================

1.  ORGANIZATION

The Company was incorporated under the laws of the state of Nevada on May 9,
1997 with authorized common stock of 50,000,000 shares with a par value of
$.001 and preferred stock of 10,000,000 shares with a par value of $.001 with
the name "Weston Caribbean Corp". No terms and conditions have been determined
by management for the preferred capital stock. On March 9, 2000 the name was
changed to "Zuric Kirch Acquisitions, Inc." and on April 17, 2000 to
"ZuricKirch Corp."

The Company has been in the business of the development of resort properties
in the Caribbean however during 1998 the business purpose was changed to the
health products industry. The company sustained a loss of $99,700 (with no
adjustment for income tax) during its investigation of a potential development
property in the Caribbean.

The Company has not started operations and is in the development stage.

During May, 2000 the Company completed a private placement offering of 435,000
common shares of its capital stock for  $43,565 and during April and May 2001
an offering of 1,000,000 shares for $100,000.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

On December 31, 2001, the Company had a net operating loss carry forward of
$366,377. The income tax benefit of approximately $109,913 from the loss carry
forward has been fully offset by a valuation reserve because the use of the
future tax benefit is undeterminable since the Company has no operations.  The
loss carryover  expires in the years from 2013 through 2022.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.  Actual results could vary from the estimates that were assumed in
preparing these financial statements.

<PAGE> 23

                        ZURICKIRCH  CORP.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
==============================================================================


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock split. Diluted
net income (loss) per share amounts are computed using the weighted average
number of common shares and common equivalent shares outstanding as if shares
had been issued on the exercise of the preferred share rights unless the
exercise becomes antidilutive and then only the basic per share amounts are
shown in the report.

Comprehensive Income
--------------------

The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements
--------------------------------

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its  financial statements.

Financial Instruments
---------------------

The carrying amounts of financial instruments,  including cash and accounts
payable,   are considered by management to be their estimated fair values.

3.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTY

Transactions with  related parties have been completed between the Company and
the president- director and family which consists of the following.

    Acquisition of 68% of the outstanding common capital stock after the
     issuance of stock listed below.
    A demand  interest bearing loan to the Company of  $50,466.
    A partial payment on the loan made to the Company by the transfer of
     office equipment.

During February 2002, subsequent to balance sheet date, 3,255,000 shares of
common stock of the Company were issued as payment of the loan balance of
$50,466. The outstanding stock after this issuance was 10,000,000 shares.

Office space, at no charge, for six months at $165 per month, which is
considered to be the fair value. The amount of $990 has been recognized as a
contribution to capital.

<PAGE> 24

                        ZURICKIRCH  CORP.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
=============================================================================

4.  GOING CONCERN

The Company does not have  sufficient  working capital  to service its debt
and  to  develop the products for the  health care  field, however, the
management has developed a strategy  to obtain the additional working capital
needed  through additional equity funding and long term debt which will enable
the Company to conduct operations for the coming year.


<PAGE> 25

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

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

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


Zurickirch has had no disagreements with its certified public accountants
with respect to accounting practices or procedures of financial disclosure.


                                   PART III

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

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

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

General
-------

The following table sets forth certain information regarding the current
sole director and executive officer of Zurickirch:

                                     POSITION(S) WITH
   NAME                  AGE         THE COMPANY               DIRECTOR SINCE
----------------------- ------------ ------------------------- --------------
 John Chris Kirch        44          President, CEO                 1997
                                     Director
                                     Treasurer/secretary
                                     Chief Financial Officer

There are no family relationships among any of the directors or executive
officers of the Company; however, Mr. Jay Kirch, the brother of John Chris
Kirch, served as a director and vice president from March of 2000 until
December 15, 2001. Jay Kirch resigned due to increased time spent on his full
time job; he did not have sufficient time to devote to our business.

Our directors are elected to hold office until the next annual meeting of the
shareholders and until his or her successor is elected and duly qualified.
The bylaws state that the annual meeting of shareholders shall be held at the
Board of Directors discretion.

Other public companies
----------------------

John Chris Kirch is also a director of K-1 Builders, Inc.

Business experience
-------------------

The following information is furnished for the sole executive officer and
director of Zurickirch:

JOHN CHRIS KIRCH, age 44, has served as our President, Chief Executive
Officer, Chief Financial Officer, and  director since our inception on May 9,
1997. Since that time he has contributed his time and effort without a salary

                               -26-
<PAGE>

and devotes approximately 40-60% of his time to our business. Mr. Kirch served
in 2001 as an officer and director of K-1 Builders, Inc., a small development
stage construction company.  He was also chairman of Txon International
Development Corporation for two years since its inception in January of 1998.
Txon specialized in providing building and construction services to expanding
corporations. Beginning in January of 1997, Mr. Kirch spent time working on
business expansion plans with Weston Hotels and Properties, Inc., and Weston
Caribbean Corp, our predecessor, until May of 1998 when due to lack of funding
Mr. Kirch ceased pursuing both Weston Hotels and Properties, Inc. and Weston
Caribbean Corp. There was also an overlapping period from January 1998 to May
1998 when Mr. Kirch served as an officer and director of both of the Weston
companies and Txon International Development Corporation.   From April of 1994
to December of 1996 Mr. Kirch was a cofounder and director of planning for ABT
Global Pharmaceutical Corporation.

Involvement in certain legal proceedings
----------------------------------------

To the knowledge of management, during the past five years, no present or
former director, executive officer or person nominated to become a director or
an executive officer of the Company:

(1)  filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing;

(2)  was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic  violations and other minor offenses);

(3)  was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:

      (i)  acting as a futures commission merchant, introducing broker,
      commodity trading advisor, commodity pool operator, floor broker,
      leverage transaction merchant, associated person of any of the
      foregoing, or as an investment advisor, underwriter, broker or dealer in
      securities, or as an affiliate person, director or employee of any
      investment company, or engaging in or continuing any conduct or practice
      in connection with such activity;

      (ii)  engaging in any type of business practice; or

      (iii) engaging in any activity in connection with the purchase or sale
      of any security or commodity or in connection with any violation of
      federal or state securities laws or federal commodities laws;

(4)  was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity;

(5)  was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.

                               -27-
<PAGE>

(6)  was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgement in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

We do not have a class of securities registered pursuant to Section 12 of the
Exchange Act and therefore are not required to comply with Section 16(a) of
the Exchange Act.

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

                       ITEM 10.  EXECUTIVE COMPENSATION

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

Cash compensation
------------------

There was no cash compensation paid to any director or executive officer of
the Company during the fiscal years ended December 31, 2001, 2000, and 1999.

Bonuses and deferred compensation
---------------------------------

None.

Compensation pursuant to plans
------------------------------

None.

Pension table
--------------

None.

Other compensation
------------------

None

Compensation of directors
-------------------------

None.

Termination of employment and change of control arrangement
-----------------------------------------------------------

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of
such person's employment with the Company or its subsidiaries, or any change
in control of the Company, or a change in the person's responsibilities
following a changing in control of the Company.

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

   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of

                               -28-

<PAGE>

the most recent practicable date, March 8, 2002, based on 10,000,000 shares
issued and outstanding at that date,  of (i) each person who is known to the
Company to be the beneficial owner of more than 5 percent of the Common Stock;
(ii) all directors and executive officers; and (iii) directors and executive
officers of the Company as a group:

                                     Amount and Nature
Name and Address                     of Beneficial
of Beneficial Owner                  Ownership(1)             Percent of Class
--------------------------------     --------------------     ---------------

John Chris Kirch (2)                      6,255,000                 62.55%
3960 Howard Hughes Parkway 5th floor
Las Vegas, NV  89109
Officer/Director/5% Owner

Jay W. Kirch                                500,000                  5.0%
3960 Howard Hughes Parkway 5th floor
Las Vegas, NV  89109
5% Owner

Total owned by all officers
and directors as a group (1 person)       6,255,000                 62.55%

     (1)      All shares owned directly are owned beneficially and of record,
              and such shareholder has sole voting, investment, and
              dispositive power, unless otherwise noted.

     (2)      John Chris Kirch owned 3,000,000 shares of our common stock as
              of our year end or 44% of the 6,755,000 shares then issued and
              outstanding. John Chris Kirch and Jay Kirch are brothers.

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

           ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

Transactions with directors, executive officers, 5% security holders & others
-----------------------------------------------------------------------------

There were no material transactions, or series of similar transactions, in the
last two years, or any currently proposed transactions, or series of similar
transactions, to which Zurickirch was or is to be party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or
any security holder who is known by the us to own of record or beneficially
more than 5% of any class of our common stock, or any member of the immediate
family of any of the foregoing persons, has an interest.

Transactions with promoters (for entities formed in the past five years)
---------------------------

As a founder in 1997, and organizer of Zurickirch's business, John Chris
Kirch, our sole director and president, is considered a "promoter" of our
company.  During the past two years the following transactions occurred
between Mr. Kirch and Zurickirch:

     .     During 2001, he loaned us a total of $50,466 ($29,500 during the
           first quarter with balance throughout the remainder of the year).
           The loan was a demand interest bearing loan at an interest rate of
           8% and was repaid with 3,255,000 shares of our common stock
           subsequent to our year end. The share issuance gave John Chris
           Kirch a 62.55% control of Zurickirch.

                               -29-
<PAGE>

     .     Mr. Kirch also provides office space to us valued at $165 per
           month.  In 2000 the rent was considered a contribution to capital
           of $990 by Mr. Kirch; the same was not expensed in 2001 and such
           expense will be addressed in 2002.

Mr. Kirch,  who is our sole director and management of Zurickirch, believes
both the rent and loans made to our company can be considered competitive and
favorable.

In 2001, we borrowed $70,000 to fund operations.  The funds were loans from
Mr. Kirch and another non-affiliated individual.  Mr. Kirch loaned $29,500 and
the other party loaned $40,500.  The notes were subsequently converted into
shares of our common stock.  The $40,500 was converted into shares in the
second quarter of 2001.  Mr. Kirch converted his loan into shares in 2002.
Mr. Kirch converted a total of $50,466 in loans to us, which included the
$29,500, for 3,255,000 shares of common stock.  Given Mr. Kirch's relationship
with the Company, the above conversion and share issuance may not be
considered arm's length transaction.

In addition, a $75,447 loan was made by three individuals in mid-2000, one of
whom was a brother of John Chris Kirch, Kevin Kirch.  Kevin Kirch's portion of
the loan was $35,000. The other two parties were not affiliated with us or
with any of our then officers/ directors/promoters. Kevin Kirch received
350,000 shares as repayment of his portion of the loan in February of 2001
resulting in a reduction in notes payable.  The other two parties received
500,000 shares of common stock on the conversion of their notes for a total of
850,000 shares for the cancellation of the $75,447 in notes.

Parents.
-------

None

                                   PART IV

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

                  ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

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

(a) Exhibits


Exhibit
Number              Description
--------------- ---------------------

3.1*                Articles of Incorporation
3.2*                By-laws

*   previously filed with initial filing on form SB-2, August 3, 2000


(b) Reports on 8-K

   No reports on 8-K were filed during the last quarter of the period covered
by this report.

                               -30-

<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.

                                    ZURICKIRCH


Date: October 10, 2002               By: /s/ Paul Gallo
                                       ------------------------------------
                                        Paul Gallo
                                        Chief Financial Officer
                                  Chief Accounting Officer

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



Date: October 10, 2002               By: /s/ Douglas N. Dixon
                                         --------------------------------
                                         Douglas N. Dixon, CEO, Director

                                     By: /s/ Paul Gallo
                                         --------------------------------
                                         Paul Gallo, Chief Financial Officer,
                                         Director


                                     By: /s/ John Chris Kirch
                                         ---------------------------------
                                         John Chris Kirch, Director



                               -31-
<PAGE>


                 CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Douglas N. Dixon, certify that:

1.  I have reviewed this amended annual report on Form 10-KSB of DND
Technologies, Inc. (formerly Zurickirch Corp.)

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

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

Date: October 10, 2002

By: /s/ Douglas N. Dixon
   ---------------------------------
   Douglas N. Dixon
   (Chief Executive Officer)


                      CHIEF FINANCIAL OFFICER CERTIFICATION

I, Paul Gallo, certify that:

1.  I have reviewed this annual report on Form 10-KSB of DND Technologies,
Inc.

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

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

Date: October 10, 2002

By: /s/ Paul Gallo
   ---------------------------------
   Paul Gallo
   (Chief Financial Officer)


                               -32-