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.   Audited financial statements for Hagensborg Food Corp.

The Amendment has revised the following sections:

Part  F/S  Item 7.  Financial  Statements.  The  Registrant  has  added  audited
financial  statements for Hagensborg Food Corp.,  for the fiscal year ended June
30, 2001 with respect to the  acquisition of the product line of Hagensborg Food
Corp.




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>





                           FINANCIAL STATEMENTS


                           HAGENSBORG FOOD CORPORATION

                           MARCH 31, 2002











                           1.  INDEPENDENT AUDITORS' REPORT

                           2.  BALANCE SHEET

                           3.  STATEMENTS OF OPERATIONS

                           4.  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                           5.  STATEMENTS OF CASH FLOWS

                           6.  NOTES TO FINANCIAL STATEMENTS



<PAGE>



                          INDEPENDENT AUDITORS' REPORT





To the Shareholders of Hagensborg Food Corporation

We have audited the accompanying balance sheet of Hagensborg Food Corporation as
of  March  31,  2002  and the  related  statements  of  operations,  changes  in
stockholders'  equity  (deficit)  and cash flows for the nine months ended March
31, 2002 and the year ended 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 audits 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  financial  statements  present  fairly,  in all material
respects,  the financial  position of  Hagensborg  Foods Limited as of March 31,
2002 and the  results of its  operations  and its cash flows for the nine months
ended  March  31,  2002 and the year  ended  June 30,  2001 in  accordance  with
accounting principles generally accepted in the United States of America.

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


                                                      /s/ Spicer, Jeffries & Co.
Denver, Colorado
June 5, 2003


<PAGE>




Hagensborg Food Corporation

BALANCE SHEET


March 31, 2002                                                      (US Dollars)




                                                                         2002
--------------------------------------------------------------------------------
ASSETS

Current
    Accounts receivable                                             $    70,617
    Inventory  [Note 3]                                                 141,749
    Prepaid expenses                                                      8,910
--------------------------------------------------------------------------------

    Total current assets                                                221,276

Property and equipment  [Note 5]                                           --
Investment                                                              218,248
--------------------------------------------------------------------------------

                                                                    $   439,524
================================================================================
LIABILITIES

Current
    Bank indebtedness [Note 6]                                      $   377,990
    Accounts payable and accrued expenses                               385,476
--------------------------------------------------------------------------------

    Total current liabilities                                           763,466

Amounts due to shareholders [Note 7]                                    504,993
--------------------------------------------------------------------------------

                                                                      1,268,459
STOCKHOLDERS' DEFICIT

Common stock, $0.01 par value; 30,000,000 Shares authorized:
      8,775,952 shares issued and outstanding                           110,460
Additional paid in capital                                            1,744,623
Deficit                                                              (2,684,018)
--------------------------------------------------------------------------------

                                                                       (828,935)
--------------------------------------------------------------------------------

                                                                    $   439,524
================================================================================



                                                                               2
<PAGE>







Hagensborg Food Corporation

STATEMENTS OF OPERATIONS


Nine month period ended March 31, 2002
and twelve month period ended June 30, 2001                         (US Dollars)





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

Sales                                           $ 1,465,584           3,232,104

Cost of goods sold                                1,029,076           2,741,374
--------------------------------------------------------------------------------

Gross profit                                        436,508             490,730

EXPENSES

Salaries and benefits                                88,383             409,344
Travel and conventions                               67,608             184,455
Interest and bank charges                            46,845              84,751
Rent and utilities                                   59,981             103,092
Professional fees                                    57,799              29,803
Advertising and promotion                            47,435             356,215
Freight and warehouse                                40,947              79,149
Bad debts                                            28,816             107,881
Office and general                                   26,491              48,147
Telephone                                            13,545              21,819
Depreciation                                          9,608             118,602
Automobile                                             --                13,660
Write-off of trademark                                 --               (39,074)
Write-off of goodwill                                  --              (205,455)
--------------------------------------------------------------------------------
                                                    487,458           1,556,918
--------------------------------------------------------------------------------

NET LOSS                                        $   (50,950)         (1,310,717)
================================================================================


                                                                               3
<PAGE>
<TABLE>
<CAPTION>





Hagensborg Food Corporation

STATEMENTS OF STOCKHOLDER'S EQUITY


Nine month period ended March 31, 2002 and twelve month period ended June 30, 2001                     (US Dollars)




-----------------------------------------------------------------------------------------------------------------
                                         Common Shares             Additional
                                  Number             Amount      Paid In Capital       Deficit           Total
-----------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>              <C>                <C>              <C>
Balances, June 30, 2000            9,705,952    $       83,760   $    1,728,487    $  (1,322,351)    $    489,896

Common stock issued for cash         400,000            40,000           60,000            -              100,000
Net loss                                   -                -                 -       (1,310,717)      (1,310,717)
-----------------------------------------------------------------------------------------------------------------

Balances, June 30, 2001           10,105,952           123,760        1,788,487       (2,633,068)        (720,821)
-----------------------------------------------------------------------------------------------------------------

Net loss                                   -                -                 -          (50,950)         (50,950)
Common stock retired              (1,330,000)          (13,300)         (43,864)                -         (57,164)
-----------------------------------------------------------------------------------------------------------------

Balances, March 31, 2002           8,775,952    $      110,460   $    1,744,623    $  (2,684,018)    $   (828,935)
=================================================================================================================

                                                                                                                4


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Hagensborg Food Corporation

STATEMENT OF CASH FLOWS


Nine month period ended March 31, 2002 and
twelve month period ended June 30, 2001                                     (US Dollars)



                                                                 2002          2001
---------------------------------------------------------------------------------------
<S>                                                         <C>            <C>
OPERATIONS

Net loss                                                    $   (50,950)   $(1,310,717)
Items not involving cash:
    Depreciation                                                  9,608        118,602
    Write-off of trademark                                         --           39,074
    Write-off of goodwill                                          --          205,455
Changes in non-cash working capital items:
    Increase in accounts receivable                              52,757        (42,349)
    Decrease in prepaid expenses                                 16,654         16,468
    Decrease in accounts payable and accrued expenses          (248,301)       112,223
    Increase in inventory                                       220,309        245,292
---------------------------------------------------------------------------------------

                                                                     77       (532,192)
FINANCING

Increase in amounts due to shareholders                          29,428        (37,248)
Share issued for cash                                              --          100,000
Repayment of capital lease obligations                             --           (3,070)
Retirement of common stock                                      (20,000)          --
---------------------------------------------------------------------------------------

                                                                  9,428         59,682
INVESTING

Increase in investments                                         (18,248)          --
Acquisition of property and equipment                              --          (23,074)
Proceeds from sale of equipment                                   2,475        123,016
---------------------------------------------------------------------------------------

                                                                (15,773)        99,942
---------------------------------------------------------------------------------------

Decrease in cash                                                 (6,268)      (372,568)

Cash (bank indebtedness), beginning of period                  (371,722)           846
---------------------------------------------------------------------------------------
BANK INDEBTEDNESS, end of period                            $  (377,990)   $  (371,722)
=======================================================================================


SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY:

Common stock retired as receipt of shareholder receivable   $    37,164    $      --
=======================================================================================



                                                                                      5
</TABLE>

<PAGE>

Hagensborg Food Corporation

NOTES TO FINANCIAL STATEMENTS

Nine month period ended March 31, 2002 and twelve month period ended June 30,
2001



1.  NATURE OF OPERATIONS
--------------------------------------------------------------------------------

Hagensborg Food Corporation, incorporated in the State of Nevada, United States,
is a privately  held Company which sells and processes  specialty food products.
The  Company  sells its  products to  wholesale  and retail  customers  in North
America.

Since inception the Company has accumulated  significant  losses.  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 wind  down the
business and sell the assets to a related Company. See Note 10.

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 financial statements.


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

Inventory - Inventory is recorded at the lower of average cost and 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.

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 amortization. Amortization 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
Furniture and fixtures                      Straight-line           15 years
Leasehold improvements                      Straight-line                20%
Computer hardware and software              Straight-line           15 years

Leases - Leases are  classified  as capital or  operating  leases.  Leases which
transfer  substantially  all of the 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.



                                                                               6
<PAGE>





Hagensborg Food Corporation

NOTES TO  FINANCIAL STATEMENTS continued


Nine month period ended March 31, 2002 and twelve month period ended June 30,
2001



2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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 each financial  instrument,
specifically,  the value of the underlying financial instrument. Assets that are
recorded  at fair value  consist  largely of  short-term  receivables  and other
assets,  which are carried at contracted  amounts that  approximate  fair value.
Similarly,  the Company's liabilities consist of short term liabilities recorded
at contracted amounts that approximate fair value.

It is  management's  opinion  that the  company is not  exposed  to  significant
interest, credit risk or currency risks arising from its financial instruments.

Future income taxes - Future income taxes are  recognized  for the future income
tax  consequences  attributable  to temporary  differences  between the carrying
values of assets and liabilities and their respective  income tax basis.  Future
income tax assets and  liabilities  are measured  using enacted income tax rates
expected to be recovered or settled.  The effect on future income tax assets and
liabilities  of a change in rates is  included  in  earnings  in the  period the
includes  the  enactment  date.  Future  income tax assets are  recorded  in the
financial statements if realisation is considered more likely than not.

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


3.  INVENTORY

--------------------------------------------------------------------------------
                                                                     2002
--------------------------------------------------------------------------------
Packaging supplies                                             $      63,181
Finished goods                                                        57,054
Raw materials                                                         21,514
--------------------------------------------------------------------------------
                                                               $     141,749
================================================================================

The  ability of the  company to realize  the cost of its  packaging  supplies is
dependent  on the level of future  sales of certain  products.  In  management's
estimate,  these  levels  will  be  met.  However,  if the  assumptions  used by
management  in making this  determination  are not  realized,  it is  reasonably
possible that the net recoverable amount could be less than the carrying cost.


                                                                               7
<PAGE>




Hagensborg Food Corporation

NOTES TO  FINANCIAL STATEMENTS continued

Nine month period ended March 31, 2002 and twelve month period ended June 30,
2001


4.  INVESTMENTS
--------------------------------------------------------------------------------
                                                                      2002

--------------------------------------------------------------------------------
500,000 common shares of Hagensborg Foods Ltd., at cost           $   200,000
Advances to Hagensborg Foods Ltd.                                      18,248
--------------------------------------------------------------------------------
                                                                  $   218,248
================================================================================


5.  PROPERTY AND EQUIPMENT
--------------------------------------------------------------------------------
                                                   Accumulated    Net Book Value
                                       Cost        Depreciation           2002
--------------------------------------------------------------------------------
Manufacturing equipment           $    153,521         153,521             -
Computer hardware and software          31,550          31,550             -
Furniture and fixtures                  17,386          17,386             -
Vehicle                                  7,766           7,766             -
Leasehold improvements                     781             781             -
--------------------------------------------------------------------------------
                                  $    211,004         211,004             -
================================================================================


6.  BANK INDEBTEDNESS
--------------------------------------------------------------------------------

The Company has a $378,000 overdraft facility.  It is personally guaranteed by a
shareholder  of the Company.  Outstanding  advances  bear interest at prime plus
0.50% (5.25% at March 31, 2002).


7.  AMOUNTS DUE TO SHAREHOLDERS
--------------------------------------------------------------------------------

Amounts due to shareholders are represented by convertible debentures,  advances
from shareholders and accrued interest. The amounts outstanding bear interest at
9% and have no specific  terms of  repayment.  The  convertible  debentures  are
convertible  into  common  shares of the  Company at an  unspecified  conversion
price.  As of March 31, the  amounts  due to  shareholders  are  represented  as
follows:

                                                                      2002
--------------------------------------------------------------------------------
Convertible debentures                                          $     383,333
Advances from shareholders                                             30,637
Accrued interest                                                       91,023
--------------------------------------------------------------------------------
                                                                $     504,993
================================================================================

On April 19, 2002 the convertible debentures and the accrued interest pertaining
to them were paid in full.

                                                                               8
<PAGE>


Hagensborg Food Corporation

NOTES TO  FINANCIAL STATEMENTS continued


Nine month period ended March 31, 2002 and twelve month period ended June 30,
2001



8.  RELATED PARTY TRANSACTIONS

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

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

The  Company had  product  sales of $12,504 for the nine months  ended March 31,
2002 and  $148,3570  for the twelve  months  ended  June 30,  2001 in the normal
course of business  and product  purchases of $276,590 for the nine months ended
March 31, 2002 and  $1,211,361  for the twelve months ended June 30, 2001,  from
Hagensborg  Foods Limited  (HFL).  HFL and the Company are  controlled by common
shareholders.  At March 31, 2002, accounts payable includes $24,723 due from HFL
and investments  includes  $18,248 due from HFL. The Company owns 500,000 common
shares of HFL which represents an 8% interest in HFL.

The Company is indebted to its shareholders as described in Note 6.


9.  INCOME TAXES
--------------------------------------------------------------------------------

The Company has a net loss carryforward of approximately $2,600,000 which may be
available  to be applied  against  any  future  taxable  income.  The income tax
benefit  relating to the carryforward of $884,000 has been fully reserved for in
the  accompanying  financial  statements.  The valuation  allowance for the nine
months ended March 31, 2002 increased by approximately $17,000.


10. SUBSEQUENT EVENT
--------------------------------------------------------------------------------

On April 19, 2002,  the Company sold its  equipment  and inventory to Hagensborg
Foods Limited ("HFC") for $1,000,000.  HFL shares certain common shareholder and
directors with the Company.













                                                                               9
<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



                                                                              10
<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: June 16, 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: June 16, 2003
                                                      ----------------


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


                                                Date: June X, 2003
                                                      ----------------

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

                                                Date: June 16, 2003
                                                      ----------------






                                                                              11