SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                        Form 10-KSB/A

                        Annual Report Pursuant to Section 13 or 15(d) of
                           The Securities Exchange Act of 1934

                         Date of Report            August 31, 2002

                                 Multimod Investments, Ltd.
     -----------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

      Nevada                          000-31335                     n/a
-------------------------------  ---------------------  ---------------------
State or other jurisdiction          Commission File           IRS Employer
of incorporation)                          Number)        Identification No.)

                   14 Pico Crescent, Thornhill, Ontario Canada L4J 8P4
                --------------------------------------------------------
                 (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code            905-731-0189

                 16	Julia Street, Thornhill, Ontario L3T 4R9
         ------------------------------------------------------------
        (Former name or former address, if changed since the last report)

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

Securities registered under Section 12(g) of the Exchange Act:

             Common Shares, $ .001 par value
      --------------------------------------------
                       (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 such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days: Yes  x        No
                                                              -----        -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB  [x]

The issuer's revenues for the fiscal year ended August 31, 2002 were $  nil

As of August 31, 2002, there were 24,000 shares of the issuer's common stock,
$ .001 par value, outstanding with an aggregate market value of  $ 24 held by
non-affiliates.  For the purpose of this disclosure, shares of common stock held

<page>

by directors, officers and stockholders whose ownership exceeds five percent of
the common stock outstanding were excluded.  Exclusion of shares held by any
person should not be construed to indicate that such person possesses the power,
direct or indirect, to direct or cause the direction of management or policies
of the issuer, or that such person is controlled by or under common control of
the issuer.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (check one):  Yes     No    x
                                                               ----    -----

                                          PART I

ITEM 1:    DESCRIPTION OF BUSINESS.

Multimod Investments, Ltd. (the "Company") was incorporated under the laws of
the State of Nevada on May 12, 2000.  The Company is looking for a viable
business in the internet field to acquire.  Once the Company has targeted a
viable business, the Company will go about the business of raising funds to meet
its business objectives.  In the event the Company is unable to find a suitable
merger or acquisition candidate in the internet area, it may seek to acquire
businesses in other sectors of the economy assuming they will provide a viable
alternative.

COMPETITION

The Company will have competition from other similar companies looking to
acquire viable businesses.

EMPLOYEES

As of August 31, 2002, the Company has had no full time employees or managers.

ITEM 2.   DESCRIPTION OF PROPERTY

The Company has no leased or owned premises.  At present the Company is using
one of the director's premises at no cost for company business.


ITEM 3.   LEGAL PROCEEDINGS

The Company is not engaged in any litigation.

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

No matters were submitted to a vote of security holders during the fourth
quarter ended August 31, 2002.





<page>


                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common shares, par value $ .001 (the "Shares") are not being
traded on a stock market exchange at this time.

On August 31, 2002, there were 34 shareholders.

The Company has never paid a cash dividend and does not presently anticipate
doing so in the foreseeable future, but expects to retain earnings, if any, for
use in its business.

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

RESULTS OF OPERATIONS

For the fiscal year ended August 31, 2002, there were no operations.  The
Company has been using consultants, directors and officers to locate suitable
business acquisitions and as such has been paying these consultants, officers
and directors with common stock of the Company.

FORWARD LOOKING STATEMENTS

Except for the historical information contained herein, the matters discussed in
this report on Form 10-KSB and the Company's other periodic reports and other
documents incorporated by reference or incorporated herein as exhibits, may
contain forward-looking statements that involve risks and uncertainties.  The
Company's actual results may differ materially from results discussed in the
forward-looking statements.  Factors that might cause such a difference include,
but are not limited to, general economic and market conditions, and the ability
of the Company to successfully identify and thereafter consummate one or more
acquisitions.


ITEM 7.   FINANCIAL STATEMENTS.

The financial statements required by this Item are set forth at the pages
indicated in Item on page 12 of this report.

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

None.








<page>



                                PART III

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

The executive officers and directors of the Company are as follows:

Name					Age		Position

Marvin N. Winick               53		Director, President,

Sterling Klein		       32		Director, Secretary Treasurer

Sak Narwal		     	       37		Director


Mr. Marvin N. Winick, 53 years old, has been a Director of the Company since
inception May 12, 2000.  Mr. Winick is a self employed Canadian accountant who
has done consulting and accounting for several U.S. companies including Omicron
Technologies, Inc., Dyncom , Inc. Nature Treat Products Inc.   and Auto.com Inc.
He has been a director of a public company Tokn, Inc. since 1989.. Mr. Winick
has had several years of computer, accounting and experience in US securities
laws which has helped him to assist other companies as mentioned above.

	Sterling Klein, 32 years, is a self-employed corporate consultant
specializing in securities, administration and public relations since 1993.  For
two years he has done consulting work for Omicron Technologies, Inc. a publicly
traded company.  From 1996 to 1998 he also served as a director and officer of
Winchester Mining Corporation a company trading OTC on the Nasdq Stock Exchange

Sak Narwal, age 37 after studying Commerce (Marketing & Finance) and Law at the
University of British Columbia, completed a UBC Professional Program in mortgage
brokering and real estate finance within the Urban Land Economics Faculty. His
diverse business experience has extended from entrepreneurial ventures to
corporate management. Subsequent to several entrepreneurial ventures, Mr. Narwal
founded Pentagon Mortgage Investment Corporation and Pentagon Management
Corporation. Through these companies he raised and managed investment capital
and facilitated lending in a variety of commercial and residential mortgages.

For the past 10 years and most recently, Mr. Narwal has focused his business
activities on the financial markets and raising equity capital for both private
and public companies specializing in technology. He has played a key role in
many negotiations leading to strategic business partnerships and alliances. He
is presently for the last 3 years been a director and officer of Omicron
Technologies, Inc a company trading on the pink sheets of the NASDQ Stock
Exchange.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Under Federal securities laws, the Company's directors, its executive officers
and any person holding more than 10% of the Company's Shares are required to
report their ownership of such Shares and any changes in the ownership on Forms
3, 4, and 5 as the case may be.  The directors, executive officers and any
qualifying shareholders will comply with such requirements once the Shares of
the Company are trading on a stock exchange.

<page>
ITEM 10.   EXECUTIVE COMPENSATION.

At this time there is no set executive compensation package for any of the
directors or officers of the Company since there are no operations to date.

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

The following table and notes thereto set forth information regarding the
beneficial ownership of the Company's Shares as of October 2, 2002 by (i) each
person known by the Company to be the beneficial owner of more than 5% of such
voting security, (ii) each director of the Company, and (iii) all executive
officers and directors of the Company as a group.  The percentages have been
calculated by taking into account all Shares owned on the record date as well as
all such Shares with respect to which such person has the right to acquire
beneficial ownership at such date or within 60 days thereafter.  Unless
otherwise indicated, all persons listed below have sole voting and sole
investment power over the Shares owned.
<TABLE>
<CAPTION>
Name of Address of			Amount and Nature of		Percent of
Beneficial Owner			Beneficial Ownership			Class
<S>                                      <C>                     <C>
Marvin N. Winick                         1,000,000	            9.98%
14 Pico Crescent
Thornhill, Ontario L4J 8P4

Sterling Klein				      1,000,000	            9.98%
6421 Chaucer Place
Vancouver, B. C. V3L 3M2

Sak Narwal                                1,000,000      		9.98%
7596 Caribou Rd.
Burnaby, B.C. V3N 4A9

Don Gaskel				            1,000,000			9.98%
107-633 West 16th Ave
Vancouver, B.C. V5Z 1C5

Wayne Nummela   			            1,000,000			9.98%
203-1812 Greer Ave.
Vancouver, B.C. V6J 1C5

Karinjit Sidhu				      1,000,000			9.98%
14730 - 90A Ave
Surrey, B.C. V3R 1B2

Roman Narwal			            1,000,000			9.98%
1779 Bearcroft Cres.
Kamloops, B.C. V2B 8M2

Al Akins				            1,000,000			9.98%
6631 Groveland Drive
Nanimo, B.C. V3B 7V8

<page>


David Naylor				      1,000,000			9.98%
7-1926 Cedar Crescent
Vancouver, B.C. V6J 2R2

Jaswinder Parmer			            1,000,000			9.98%
15020-84th Ave.
Surrey, B.C. V3S 8H5

All Executive Officers and Directors
as a Group(three persons)                 3,000,000		     29.94%
</TABLE>
ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

DOCUMENTS FILED WITH THIS REPORT

1.	Financial Statements

Independent Auditors' Report

Balance Sheets as of August 31, 2002 and 2001

Statements of Operations for the years ended August 31, 2002 and 2001

Statement of Stockholders' Equity for the year ended August 31, 2002

Statements of Cash Flows for the years ended August 31, 2002 and 2001

Notes to Financial Statements as of August 31, 2002

Financial Statement Schedules

Financial statement schedules have been omitted because the required
information is inapplicable or because the information is presented in the
financial statements or related notes.

2.	Exhibits

23	Consent of Independent Auditors

EXHIBITS INCORPORATED BY REFERENCE

	The following exhibits were filed with the Company's Form 10SB dated
September 2000 and are incorporated by reference.

	Exhibit 3(i).1		Articles of Incorporation filed May 12, 2000
	Exhibit 3(ii).1		By-Laws
	Exhibit 3(iii).1		Amendment to By-Laws
	Exhibit 3(iv)		Corporate Charter

<page>


SIGNATURES

REPORTS ON FORM 8-K

	There were no reports on Form 8-K filed during the quarter ended August
31, 2002.


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.
				By:            /s/  MARVIN WINICK
				          -------------------------
				          Marvin Winick, President

DATE:   October 3, 2002

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:

SIGNATURES				TITLE				        DATE
------------------   ---------------                      ------------

/s/   MARVIN WINICK      Director, President              October 3, 2002
----------------------
Marvin Winick

/s/   STERLING KLEIN	 Director, Secretary/Treasurer    October 3, 2002
----------------------
Sterling Klein

/s/   SAKWINDER NARWAL	 Director			          October 3, 2002
----------------------
Sakwinder Narwal
















<page>













                                  MULTIMOD INVESTMENTS, LTD.
                                 (A Development Stage Company)


                                    Financial Statements
                                      August 31, 2002





































<page>








                                     INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Multimod Investments, Ltd.


We have audited the accompanying balance sheet of Multimod Investments, Ltd. (A
Development Stage Company) as of August 31, 2002 and 2001, and the related
statement of operations, cash flows, and changes in stockholders' equity for the
year then  ended and for the period May 12, 2000(inception) to August 31, 2002.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Multimod Investments, Ltd. at
August 31, 2002, and the results of their operations and their cash flows for
the year then ended and for the period, May 12, 2000(inception) to August 31,
2002 in conformity with accounting principles generally accepted in the United
States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 6 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management's plans in regard to these matters are also described in Note 6.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



Michael Johnson & Co., LLC
Denver, Colorado
October 1, 2002



<page>




                                      MULTIMOD INVESTMENTS, LTD.
                                     (A DEVELOPMENT STAGE COMPANY)
                                          BALANCE SHEET
                                          AUGUST 31,


                                                     2002        2001

ASSETS:

Current Assets:
  Cash                                             $   -       $   -
                                                    --------    -------
Total Current Assets                                   -           -
                                                    --------    -------

Other Assets
Incorporation Costs                                    -           -
                                                    --------    -------
Total Other Costs                                      -           -
                                                    --------    -------

TOTAL ASSETS                                       $   -       $   -
                                                    ========    =======


LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
Accounts payable                                   $    750    $ 1,500
Advance from shareholder                              2,045        545
                                                    -------     ------

TOTAL CURRENT LIABILITIES                             2,795      2,045
                                                    -------     ------

Stockholders' Equity:
  Preferred stock, $.001 par value, 5,000,000
   shares authorized: none outstanding                  -          -
  Common stock, $.001 par value, 50,000,000
   shares authorized, 10,024,000 shares issued and
    outstanding( 2001 - 10,024,000)                  10,024     10,024
  Deficit accumulated during the development stage  (12,819)   (12,069)
                                                   --------     ------

Total Stockholders' Equity                           (2,795)    (2,045)
                                                   --------     ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    -   $      -
                                                    =======    =======

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

<page>



                              MULTIMOD INVESTMENTS, LTD.
                         (A Development Stage Company)
                           STATEMENT OF OPERATIONS


                                                  May 12,    May 12,
                                        Year       2000       2000
                                        Ended (Inception)  (Inception)
                                        Aug 31   to Aug       to Aug
                                         2002    31, 2001    31, 2002

INCOME                                $     -  $     -      $     -

OPERATING EXPENSES:
Professional Fees                         750     1,500        2,250
Amortization Expense                       -         -            -
Administrative Expenses                    -     10,569       10,569
                                       ------   -------      -------
Total Operating Expenses                  750    12,069       12,819
                                       ------   -------      -------

Net Loss from Operations             $   (750) $(12,069)    $(12,819)
                                      =======   =======      =======

Weighted average number of
  shares outstanding               10,024,000  2,004,000
                                   ==========   ========

Net Loss Per Share                   $ (0.000) $ (0.006)
                                      =======   =======






















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

<page>



                                  MULTIMOD INVESTMENTS, LTD.
                                (A Development Stage Company)
                          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                                       Deficit
                                                     Accumulated
                                       Additional     During the
                        Common Stock    Paid-In      Development
                     Shares   Amount    Capital         Stage       Totals
Balance - May 12,
  2000                       $    -    $    -     $     -        $     -

Stock issued for
  Services           400,000     400        -           -            400
Net loss for
  Period               -          -         -         (945)         (945)
                   --------   ------   --------    --------       ------
Balance -  August
       31, 2000      400,000 $   400   $    -     $   (945)      $  (545)

Stock issued for
    Services       9,624,000   9,624        -           -          9,624
Net loss for year      -          -         -      (11,124)      (11,124)
                  ----------  ------    -------    -------         -------
Balance - August
   31, 2001       10,024,000 $10,024   $    -     $(12,069)     $ (2,045)

Net loss - August
   31, 2002           -           -         -         (750)         (750)
                  ---------   ------    -------    -------       -------

Balance - August
   31, 2002       10,024,000 $10,024   $    -     $(12,819)     $ (2,795)
                 ===========  ======    =======    =======       =======














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


<page>


                                  MULTIMOD INVESTMENTS, LTD.
                                (A Development Stage Company)
                                    STATEMENT OF CASH FLOWS



                                                  May 12,    May 12,
                                        Year       2000       2000
                                        Ended (Inception)  (Inception)
                                        Aug 31   to Aug       to Aug
                                         2002    31, 2001    31, 2002

Cash Flows From Operating Activities:
  Net (Loss)                           $    (750) $(12,069)  $ (12,819)
  Adjustments to reconcile net loss
    to net cash used in operating
      activities:
   Stock issued for services                 -      10,024      10,024
   Changes in assets and liabilities:
    Increase(decrease)in accounts payable   (750)    1,500         750
    Increase in Other Assets                 -         -          -
                                        --------    ------     -------
                                          (1,500)   11,524      10,774
                                        --------    ------     -------

Net Cash Used in Operating Activities     (1,500)     (545)     (2,045)
                                        --------    ------     -------

Cash Flow From Financing Activities:
  Issuance of Common Stock                   -         -           -
  Advances from shareholder                1,500      545        2,045
                                         --------   -----      -------

  Net Cash Provided By Financing
        Activities                         1,500      545        2,045
                                         --------   -----      -------

Increase (Decrease) in Cash                  -         -           -

Cash and Cash Equivalents - Beginning of
       period                                -         -           -
                                         --------   -----      -------

Cash and Cash Equivalents - End of
       period                          $     -     $   -     $     -
                                        ========    ======    =======

Supplemental Cash Flow Information:
  Interest paid                        $     -     $   -     $      -
                                        ========    =====     ========
  Taxes paid                           $     -     $   -     $      -
                                        ========    =====     ========

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

<page>

                                MULTIMOD INVESTMENTS, LTD.
                               (A Development Stage Company)
                              Notes To Financial Statements
                                    August 31, 2002

Note 1 - General:

	Nature of Business

Multimod Investments, Ltd. (the "Company") was incorporated on May 12, 2000
under the laws of the State of Nevada.  The Company's primary business
operations are to develop and engage in internet related businesses.  The
Company is searching for a viable entity upon which to merge and/or acquire.
The Company intends on going public in order to raise the funds required in
order to fulfill its business objectives.

	The Company's fiscal year end is August 31.

Note 2 - Summary of Significant Accounting Policies

	Basis of Presentation - Development Stage Company

The Company has not earned any revenue from limited principal operations.
Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Financial Accounting Standards
Board Statement No. 7 ("SFAS 7").  Among the disclosures required by SFAS 7 are
that the Company's financial statements be identified as those of a development
stage company, and that the statements of operations, stockholders' equity
(deficit) and cash flows disclose activity since the date of the Company's
inception.

	Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.

	Estimates

The preparation of financial statements in conformity with accounting principles
Accepted in the United States requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

	Cash and Cash Equivalents

	For purposes of the statement of cash flows, the Company considered all
cash and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.

Net earning (loss) per share

Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase.  Diluted
net loss per share reflects the potential dilution of securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average number of
common shares outstanding for a period, if dilutive.  All potentially dilutive
securities have been excluded from the computation, as their effect is anti-
dilutive.


                            MULTIMOD INVESTMENTS, LTD.
                           (A Development Stage Company)
                           Notes To Financial Statements
                                August 31, 2002

	Fair Value of Financial Instruments

The carrying amount of accounts payable and advance from shareholder are
considered to be representative of their respective fair values because of the
short-term nature of these financial instruments.



	Income Taxes

The Company accounts for income taxes under SFAS No. 109, which requires the
asset and liability approach to accounting for income taxes.  Under this method,
deferred tax assets and liabilities are measured based on differences between
financial reporting and tax bases of assets and liabilities measured using
enacted tax rates and laws that are expected to be in effect when differences
are expected to reverse.



Note 3 - Capital Stock Transactions



The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value.



Note 4 - Advance from Shareholder



An officer of the Company advanced cash to the Company for start-up and payment
of audit fees totaling $ 2,045. These advances are unsecured, bear no interest,
and are due on demand.











                             MULTIMOD INVESTMENTS, LTD.
                           (A Development Stage Company)
                           Notes To Financial Statements
                                August 31, 2002


Note 5 -Income Taxes

There has been no provision for U.S. federal, state, or foreign income taxes for
Any period because the Company has incurred losses in all periods and for all
jurisdictions

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  Significant components
of deferred tax assets are as follows:

Deferred tax assets
  Net operating loss carryforwards                       $ 12,819
  Valuation allowance for deferred tax assets             (12,819)
                                                          -------
Net deferred tax assets                                  $    -
                                                          =======

Realization of deferred tax assets is dependent upon future earnings, if any,
the timing and amount of which are uncertain.  Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance.  As of August 31, 2002,
the Company had net operating loss carryforwards of approximately $ 12,819 for
federal and state income tax purposes.  These carryforwards, if not utilized to
offset taxable income begin to expire in 2016.  Utilization of the net operating
loss may be subject to substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code and similar state provisions.
The annual limitation could result in the expiration of the net operating loss
before utilization.

Note 6 - Going Concern:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going concern.  The Company
has generated no revenues and current liabilities exceed current assets by
$ 2,795.


The future success of the Company is likely dependent on its ability to attain
additional capital to develop its proposed products and ultimately, upon its
ability to attain future profitable operations.  There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.



<page>





                                                            EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Multimod Investments, Ltd.

We consent to  incorporation of our report dated October 1, 2002, of the balance
sheets of Multimod Investments, Ltd.. as of August 31, 2002 and 2001 and the
related statements of operations, stockholders' equity and cash flows for the
years then ended, which report appears in the August 31, 2002 annual report on
Form 10-KSB of Multimod Investments, Ltd.


Michael Johnson & Co. LLP
Dated: October 3, 2002