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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-KSB


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

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2002
Commission file number: 0-23892

RAINWIRE PARTNERS, INC.

(Exact Name of Registrant as specified in its Charter)


|                         |  |                                        
|------------------------ |  | ---------------------------------------
|DELAWARE                 |  | 57-0941152                             
|                         |  |                                        
|(State of Incorporation) |  | (I.R.S. Employer Identification Number)

3480 Preston Ridge Road, Suite 500
Alpharetta, Georgia 30005
(Address of principal executive offices of Incorporation or organization and zip code)

Issuers telephone number: (770) 343-8196
(Registrants telephone number, including area code)

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

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

|                              |  |                                           
|----------------------------- |  | ------------------------------------------
|Title of each class:          |  | Name of each exchange on which registered:
|Common Stock, $.001 par value |  | OTC Bulletin Board                        

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the last 90 days.
   
Yes   x   
No   o

Check if 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 the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
   
Yes   o   
No   x





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At December 31, 2002, 22,109,885 shares of the Registrants Common Stock were
issued outstanding and the estimated aggregate market value of the Registrants
outstanding common stock held by non-affiliates of the Registrant was
approximately $73,784.





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TABLE OF CONTENTS




|                                                                                                                        |  |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I                                                                                                                 
|Item 1. Description of Business.                                                                                       
|Item 2. Description of Property.                                                                                       
|Item 3. Legal Proceedings                                                                                              
|Item 4. Submission of Matters to a Vote of Securities Holders                                                          
|PART II                                                                                                                
|Item 5. Market for Registrants Common Equity and Related Stockholder Matters                                          
|Item 6. Managements Discussion and Analysis or Plan of Operation                                                      
|Item 7. Financial Statements                                                                                           
|Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.                         
|PART III                                                                                                               
|Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
|Item 10. Executive Compensation                                                                                        
|Item 11. Security Ownership of Certain Beneficial Owners and Management                                                
|Item 12. Certain Relationships and Related Transactions                                                                
|Item 13. Exhibits and Reports on Form 8-K.                                                                             
|Item 14. Controls and Procedures                                                                                       
|EX-21.1 LIST OF SUBSIDIARIES                                                                                           
|EX-23.1 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS                                                                        
|EX-99.1 CERTIFICATION OF THE PRESIDENT                                                                                 
|EX-99.2 CERTIFICATION OF THE CFO                                                                                       



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|                                                                                                                       
|-----------------------------------------------------------------------------------------------------------------------
|PART I                                                                                                                 
|Item 1. Description of Business                                                                                        
|Item 2. Description of Property                                                                                        
|Item 3. Legal Proceedings                                                                                              
|Item 4. Submission of Matters to a Vote of Securities Holders                                                          
|PART II                                                                                                                
|Item 5. Market for Registrants Common Equity and Related Stockholder Matters                                          
|Item 6. Managements Discussion and Analysis or Plan of Operation                                                      
|Item 7. Financial Statements                                                                                           
|Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures                          
|PART III                                                                                                               
|Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
|Item 10. Executive Compensation                                                                                        
|Item 11. Security Ownership of Certain Beneficial Owners and Management                                                
|Item 12. Certain Relationships and Related Transactions                                                                
|Item 13. Exhibits and Reports on Form 8-K                                                                              
|Item 14. Controls and Procedures                                                                                       





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PART I




Item 1. Description of Business.

A. Business Development

The Company was incorporated on May 10, 1991 in Delaware for the purpose of
consolidating the operations of Azimuth, Inc. (a fully accredited AIHA
Industrial Hygiene Laboratory for testing asbestos, metals and organic vapors)
and certain of its ormer environmental products businesses and acquiring the
assets of four general partnerships which were then leasing real estate and
laboratory and other equipment to Azimuth and the products businesses. The
Company formerly had three operating subsidiaries: Trico Environmetrics, Inc.
(Trico), Envirometrics Products Company (EPC) and Azimuth, Inc.

In 1996, the Company entered into a Turnaround phase, and all of the
Companys former operations were divested by the year 2000.

During the course of the Companys Turnaround phase, the Company explored
alternative plans for growth that included the identification of companies in
other markets which had greater growth potential than the Environmental, Health
and Safety Market. In September, 1999, the Company was introduced to The
Catapult Group, Inc., a Georgia corporation (Catapult), which was an Internet
integration firm offering intelligent end-to-end e-business solutions to large
and middle-market organizations. In February 2000, the Company and Catapult
reached terms that each felt were fair to the parties and entered into a
non-binding agreement whereby Rainwire would acquire Catapult, which became
binding on March 8, 2000.

Prior to the closing of the Catapult Exchange Agreement, on July 26, 2000,
Registrant effected a 10:1 reverse split of its outstanding common stock,
issued 5,555,064 shares of its common stock to purchase all of the outstanding
common stock of Catapult, changed its name to The Catapult Group, Inc. and
increased its authorized shares from Ten Million (10,000,000) to Twenty Million
(20,000,000). An amendment to Registrants Certificate of Incorporation
reflecting such changes was filed with the Secretary of State of Delaware on
July 26, 2000. Upon completion of the Catapult Exchange Agreement, Catapult
became a wholly owned subsidiary of the Company and the shareholders of
Catapult became owners of approximately 90% of the outstanding shares of Common
Stock of the Company. The Company subsequently changed its name to Rainwire
Partners, Inc.

On December 31, 2000, management adopted a plan to discontinue the operations
of the Company and to liquidate its assets.

B. Business of Issuer

Upon completion of the Share Exchange with The Catapult Group, Inc., Rainwires
business became that of an Internet integration firm offering intelligent
end-to-end e-business solutions to large and middle-market organizations.
Rainwires e-business operations were unsuccessful, and as a result of the
incurring of significant losses, Rainwire adopted a plan to discontinue the
operations of the Company and to liquidate its assets as of December 31, 2000.
Additionally, as





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of that date, Rainwire began to explore alternative plans for growth, which
included the identification of companies in markets that had greater growth
potential than the market for e-business solutions

After exploring a number of options for acquisition or merger, on August 29,
2001, Rainwire entered into a Share Exchange Agreement with Oasis Group, Inc.
(Oasis), which was amended on December 19, 2001. On September 25, 2002, the
Company terminated the Amended and Restated Plan and Agreement to Exchange
Stock with Oasis, whereby Oasis would have become a wholly owned subsidiary. In
addition, on September 25, 2002, the Company withdrew its Registration
Statement on Form S-4 in connection with the Share Exchange (the Registration
Statement).

D. Employees

Presently, the Company has no full-time employees other than executive
officers.




Item 2. Description of Property.

The Company presently has no office facilities but for the time being will use
as its business address the office of Signature Horizons Group, Inc., on a rent
free basis, until such time as our business operations may require more
extensive facilities and we have the financial ability to rent commercial
office space. There is presently no formal agreement for the use of theses
facilities, and we can make no assurance that these facilities will be
available to us on this basis for any specific length of time.




Item 3. Legal Proceedings

The Company is involved with several legal actions, principally as defendant.
These actions involve outstanding liabilities of the Company including those of
subsidiaries. Following are four such actions.

On or about February 13, 2001, a complaint was filed in Miller v.
Envirometrics, Inc. (Case No. 01-CP-10-562) in the Common Pleas Court of
Charleston County alleging that Azimuth Laboratory, Inc., a subsidiary of
Envirometrics, violated provisions of its lease, damaged the leasehold, and
abandoned hazardous waste on the site. Miller seeks recovery in excess of One
Hundred Thirty Thousand and 00/100 ($130,000.00) Dollars. The parties are in
serious settlement negotiations.

On or about September 27, 2001, we filed a complaint in Rainwire Partners, Inc.
v. Risk Technologies and Richard Bennett (Case No. 01-CP-10-3749) in the Common
Pleas Court of Charleston County. The suit seeks collection of sums owed
Rainwire pursuant to a Promissory Note in the amount of Twenty Thousand Three
Hundred Seventy-Five and 84/100 ($20,375.84) Dollars plus interest. Defendants
filed a counterclaim, asserting an assignment valued at Twenty-One Thousand
Three Hundred and 00/100 ($21,300.00) Dollars from Shakespeare Partners, L.P.
for shares of stock and monies due Shakespeare. The parties have reached a
settlement in principle and are preparing the appropriate agreements.





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On or about October 2, 2001, a complaint was filed in Courtyards on King, LLC
v. Rainwire (Case No. 01-CP-10-3826) in the Common Pleas Court of Charleston
County for violation of a lease seeking an unspecified sum. Rainwire filed a
Counterclaim for damages against both Courtyards and Christopher Price, its
agent, for Conversion of Properties belonging to Rainwire Partners, Inc.

On or about March 4, 2003, a complaint was filed in Cynthia Demonte d/b/a
Demonte Associates v. Signature Horizons, Inc. and Rainwire Partners, Inc (Case
No. 103790/03) in the Supreme Court of the State of New York County of New
York. The suit alleges a breach of contract by defendants for services
rendered in the amount of $15,000. Rainwire was not a party to the contact in
dispute and believes that it has meritorious legal and factual arguments in
this matter.




Item 4. Submission of Matters to a Vote of Securities Holders

On October 10, 2002, Rainwires Board of Directors unanimously approved an
Amendment to Rainwires Certificate of Incorporation that increased the number
of authorized shares from 20,000,000 to 300,000,000 shares of common stock, par
value $.001, and increased the number of authorized shares from 2,500,000 to
30,000,000 shares of preferred stock, par value $.001. The amendment was
approved by a majority of Rainwires stockholders by written consent on October
18, 2002.

On October 11, 2002, Rainwire filed a Preliminary Information Statement on
Schedule 14C in connection with the proposed amendment to its Certificate of
Incorporation. Rainwire filed the Definitive Information Statement on Schedule
14C on November 12, 2002. Rainwire filed the Certificate of Amendment with the
Secretary of State of the State of Delaware on December 6, 2002.




PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters

A. Market information

On April 14, 2001, our common stock was delisted from the OTC Bulletin Board
and until January, 2002, the our common stock was traded on the pink sheets.
Beginning on January 21, 2002, the Registrants common stock was listed on the
OTC Bulletin Board under the symbol RNWR. On April 28, 2003, the last sale
price of a share of the Companys common stock on the OTC Bulletin Board was
$0.01.

The following table sets forth the high and low bid prices for the Common
Stock as reported in the trading media and for the periods reflected above for
each fiscal quarter commencing January, 2001 through March, 2003. The
quotations listed below reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and do not necessarily represent actual transactions.





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|               |  |      |      |     |  |   |      | 
|-------------- |  | ---- | ---- | --- |  | - | ---- | 
|               |  | 2001
|               |  |     
|               |  | High |      | Low
|               |  |      |      |    
|First Quarter  |  | $    | 0.22 |     |  | $ | 0.08 | 
|Second Quarter |  |      | 0.15 |     |  |   | 0.01 | 
|Third Quarter  |  |      | 0.16 |     |  |   | 0.05 | 
|Fourth Quarter |  |      | 0.08 |     |  |   | 0.05 | 

|               |  |      |      |     |  |   |      | 
|-------------- |  | ---- | ---- | --- |  | - | ---- | 
|               |  | 2002
|               |  |     
|               |  | High |      | Low
|               |  |      |      |    
|First Quarter  |  | $    | 0.08 |     |  | $ | 0.04 | 
|Second Quarter |  |      | 0.19 |     |  |   | 0.02 | 
|Third Quarter  |  |      | 0.15 |     |  |   | 0.06 | 
|Fourth Quarter |  |      | 0.07 |     |  |   | 0.01 | 

|              |  |      |      |     |  |   |      | 
|------------- |  | ---- | ---- | --- |  | - | ---- | 
|              |  | 2003
|              |  |     
|              |  | High |      | Low
|              |  |      |      |    
|First Quarter |  | $    | 0.01 |     |  | $ | 0.01 | 

B. Holders

On December 31, 2002 there were
approximately 104 shareholders of record the
Companys common stock, based on information provided by the Companys transfer
agent. This number may not include individuals whose shares are held in street
names.

C. Dividends

The Company has never paid dividends on its Common Stock and does not
anticipate that it will do so in the foreseeable future. For the foreseeable
future any future earnings or funds otherwise available, if any, for the
payment of dividends will be used to pay dividends on the outstanding Preferred
Stock or for reinvestment in the Companys business. Any future determination
to pay cash dividends on the Common Stock will be at the discretion of the
Board of Directors and will reflect such other factors (including contractual
requirements) as the Board of Directors deem relevant

As of December 31, 2002, there were 24,959 shares of Series C preferred stock
issued and outstanding, and 500,000 shares of Series D preferred Stock issued
and outstanding.

D. Recent Sales of Unregistered Securities.





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On December 31, 2002, the Company issued 10,000,000 shares of its common stock
to Lyne Marchessault for compensation. The compensation was valued at $100,000
or $0.01 per share. These shares were sold pursuant to Section 4(2) of the
Securities Act and have been marked restricted.

On December 31, 2002, the Company issued 1,250,000 shares of its common stock
to each of Peggy Evans and Michael McLaughlin for compensation. The
compensation for each was valued at $12,500 or $0.01 per share. These shares
were sold pursuant to Section 4(2) of the Securities Act and have been marked
restricted.

E. Series D Convertible Preferred Stock (Series D)

Our Amended and Restated Certificate of Incorporation authorizes 2,500,000
shares of preferred stock and provides that the Board of Directors may, by
resolution, fix the rights and limitations of our preferred stock. The Board of
Directors had previously utilized this authority to authorize 70,000 shares of
Series A Preferred Stock, 208,640 shares of Series B Preferred Stock and 74,878
shares of Series C Preferred Stock.

On October 15, 2001, our Board of Directors approved the creation, authorized
the issuance, and fixed the designation of 500,000 share of Series D
Convertible Preferred Stock. On October 15, 2001, our Board of Directors
further approved the exchange of 500,000 shares of our Series D Convertible
Preferred Stock for 10,000,000 of our common stock owned by Osprey Investments,
LLC. Ms. Marchessault abstained from the latter director vote. On or about
October 26, 2001, we filed a Certificate of Designation of Series D Convertible
Preferred Stock with the Delaware Division of Corporations. Described below is
a summary of the terms of the Series D Convertible Preferred Stock.

Convertibility

The Series D is immediately convertible at the option of the holder into Ten
Million (10,000,000) shares of the common stock of the Company. If the Company
shall fail to pay a dividend to the holders of the Series D for two consecutive
quarters, the Series D shall be convertible into fifty million (50,000,000)
shares of the common stock of the Company so long as such dividends remain
unpaid. As of the date of the filing of this Annual Report, the Company has
failed to pay a dividend for two consecutive quarters and the conversion
feature has been triggered, although the holder has not converted the preferred
stock.

Redemption

The Company may redeem the Series D, in whole or in part, at any time, at a
redemption price equal to the sum of any accrued but unpaid dividends and $1.00
per share redeemed.

Dividends

The holders of the Series D shall be entitled to receive a cumulative dividend
at a rate of twelve percent (12%) per annum out of any assets of the Company
legally available therefore, when, if





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and as declared by our Board of Directors. Dividends on Series D shall be
payable on a quarterly basis.

Liquidation Preference

If the Company were dissolved or liquidated, voluntarily or involuntarily, the
holders of the Series D would be entitled to receive, prior and in preference
to any distribution of our assets to the holders of any of our other equity
securities, other than our Series C Convertible Preferred Stock, an amount
equal to $1.00 per share.

Voting Rights

On all matters on which the holders of our common stock are entitled to vote,
each holder of Series D shall be entitled to ten (10) votes for each share of
Series D standing in his or her name on the books of the Company. In addition,
the holders of the Series D shall be entitled to elect the majority of the
Companys Board of Directors.




Item 6. Managements
Discussion and Analysis or Plan of Operation

This 10-KSB contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered
by the safe harbors created thereby. Investors are cautioned that certain
statements in this 10-KSB are forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and involve known and
unknown risks, uncertainties and other factors. Such uncertainties and risks
include, among others, certain risks associated with the closing of the Oasis
transaction described herein, government regulation, and general economic and
business conditions. Actual events, circumstances, effects and results may be
materially different from the results, performance or achievements expressed or
implied by the forward-looking statements. Consequently, the forward-looking
statements contained herein should not be regarded as representations by the
Company or any other person that the projected outcomes can or will be
achieved.

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto, appearing elsewhere in
this Form 10-KSB.

A. Financial Condition

The Company is solely dependent on advances from related parties to continue in
existence as the Company is in a negative financial position, has discontinued
its operations as of December 31, 2000 and has substantial past due obligations
and commitments. Its audited financial





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statements disclose a going concern
paragraph in its most recent audited financial statements and nothing has
changed that circumstance to date. The Company has no employees or facilities.

B. Plan of Operations.

For the near term, the Company is financially dependent on its shareholders,
related parties and /or management, who have financed its existence to date. As
a result of the termination of the Share Exchange Agreement with Oasis, the
Company is currently seeking a suitable acquisition
or merger candidate but has had no discussions with any potential candidate
since the termination of the Share Exchange Agreement.




Item 7. Financial Statements

See Financial Statements and Notes to Financial
Statements set forth on pages F-1 through F-11 of this Annual Report on Form 10-KSB.




Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

The Company engaged the firm of Welch, Roberts & Amburn, LLP to conduct the
audits of its financial statements for the years ended December 31, 1999, and
1998. Welch, Roberts & Amburn, LLP, resigned on May 31, 2001 due to outstanding
and past due fees owed by the Company.

In connection with Welch, Roberts & Amburn, LLPs audits of the financial
statements of the Company, there were no disagreements with Welch, Roberts &
Amburn, LLP on any matter of accounting principles, financial disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.

The audit reports of Welch, Roberts & Amburn, LLP on the consolidated financial
statements for the years ended December 31, 1999, and 1998 did not contain any
adverse opinion or disclaimer of opinion; however, the unqualified opinion
contained a fourth paragraph with respect to an emphasis of a paragraph
discussing recurring losses from operations and decreases in working capital
issues confronting the Company.

The Company had also engaged the firm of Tauber & Balser, P.C. in connection
with the audit of the consolidated balance sheet of The Catapult Group, Inc.,
and Subsidiary as of December 31, 1999, and the related consolidated statements
of operations, stockholders equity and cash flows for the period from July 21,
1999 (inception) to December 31, 1999.

In connection with the audit as of December 31, 1999, and for the period from
July 21, 1999 (inception) to December 31, 1999, there was no disagreement with
Tauber & Balser, P.C. on any matter of accounting principles, financial
disclosure, or auditing scope or procedures, which disagreement if not resolved
to their satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement.





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The audit report of Tauber & Balser, P.C. on the consolidated financial
statements for the year ended December 31, 1999 was issued with an unqualified
opinion.

On or about September 9, 2001, the Company notified Tauber & Balser, P.C. that
it had engaged the firm of Braverman & Company, P.C., to conduct the audit of
its financial statements for the year ended December 31, 2000. The decision to
change accountants was approved by the Board of Directors of the Company.
During the two fiscal years ended December 31, 2000, and the subsequent interim
period through September 9, 2001, the Company did not consult with Braverman &
Co., P.C. regarding the application of generally accepted accounting principles
to a specific transaction, either proposed or completed, or the type of audit
opinion that might be rendered on the Companys Consolidated Financial
Statements.




PART III




Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

The following table sets forth all the directors, executive officers and
significant employees of the Company as of December 31, 2002. On September 27,
2002 John Hill resigned as a director of the Company.

|                   |  |     |    |          |  |                                     
|------------------ |  | --- | -- | -------- |  | ------------------------------------
|NAME               |  | AGE |    | POSITION
|                   |  |     |    |         
|Lyne Marchessault  |  |     | 43 |          |  | President, Secretary and Director   
|Michael McLaughlin |  |     | 58 |          |  | Assistant Secretary and Director    
|Peggy A. Evans     |  |     | 55 |          |  | Chief Financial Officer and Director

Lyne Marchessault, President, Secretary and Director. Ms. Marchessault was
elected to our Board of Directors and appointed Secretary in July, 2000. Ms.
Marchessault was appointed President of Rainwire on November 12, 2001. In
addition, in August, 2001, Ms. Marchessault was elected to the Oasis Board of
Directors, a position which she resigned from in November, 2001. From 1996
until January, 1998 Ms. Marchessault was the Director of International
Marketing and Public Relations for Ultimate Technographics. From January, 1998
until the present, Ms. Marchessault has been the managing member of Osprey
Investments, LLC. Ms. Marchessault holds a Marketing degree from Concordia
University and a Masters in Business Administration from McGill University.

Michael McLaughlin, Director. Mr. McLaughlin was elected to our Board of
Directors in August, 2001, and appointed Assistant Secretary in November, 2001.
In addition, Mr. McLaughlin was elected to the Oasis Board of Directors in
August, 2000, a position which he resigned from in November, 2001. For the last
14 years, Mr. McLaughlin has been the owner and President of American Flooring,
Inc. Mr. McLaughlin holds a bachelors degree in business from Florida Atlantic
University.





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##### Table of Contents



Peggy Evans, Chief Financial Officer. Ms. Evans was appointed as our Chief
Financial Officer in August, 2001 and elected to our Board of Directors in
October 2002 to replace John Hill. Ms. Evans is also the Chief
Executive Officer and Chief Operating Officer of Signature Horizons
Group, Inc. Prior to that time, Ms. Evans
served as the President of Yakley Management, Inc. and the Chief Operating
Officer of Eston Hospitality, LLC. Ms. Evans holds a B.S. degree in business
from Pepperdine University.

Directors hold office until the next annual meeting of shareholders. Officers
are elected by the Board of Directors following the Annual meeting of
stockholders. There are no family relationships between any director, executive
officer, or person nominated to become a director or executive officer.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of Rainwires Board of Directors, the executive officers of
Rainwire and persons who hold more than 10% of Rainwires outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file reports
with respect to their ownership of the Companys Common Stock and their
transactions in such Common Stock. Based upon (1) the copies of Section 16(a)
reports that Rainwire received from such persons for transactions in the Common
Stock and their Common Stock holdings from December 31, 2001 through December
31, 2002, and (2) the written representations received from one or more of such
persons that no annual Form 5 reports were required to be filed by them for
such period, Rainwire believes that all reporting requirements under Section
16(a) for such period were met in a timely manner by its executive officers,
Board members and greater than ten-percent stockholders, except as described
herein.

Mr. McLaughlin, Ms. Evans and Ms. Marchessault inadvertently failed to timely
file a Form 4 with the Commission to report their receipt of stock as
compensation in December 2002. The Company has taken steps to ensure that its
officers and directors are aware of the requirements for the filing of these
reports and intends to improve its assistance in the preparation of these
reports in the future.




Item 10. Executive Compensation

The compensation paid in 2000, 2001 and 2002
to the President of the Company is set forth in the table
below. No executive officers or any officer of a subsidiary had total
compensation that exceeded $100,000.





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SUMMARY COMPENSATION TABLE

|                                 |  |        |      |            |  |           |  |                  |  |              |  |                  |  |                   |  |                  |  |                     
|-------------------------------- |  | ------ | ---- | ---------- |  | --------- |  | ---------------- |  | ------------ |  | ---------------- |  | ----------------- |  | ---------------- |  | --------------------
|                                 |  | ANNUAL |      | LONG TERM 
|                                 |  |        |      |           
|                                 |  |        |      |            |  |           |  |                  |  |              |  |                  |  | Securities        |  |                  |  |                     
|Name and Principal               |  |        |      |            |  |           |  |                  |  | Other Annual |  | Restricted Stock |  | Underlying        |  |                  |  | All other           
|Position                         |  | Year   |      | Salary ($) |  | Bonus ($) |  | Compensation ($) |  | Award(s)     |  | Options/SARs     |  | LTIP Pay-outs (s) |  | Compensation ($)
|                                 |  |        |      |            |  |           |  |                  |  |              |  |                  |  |                   |  |                 
|Lyne Marchessault,
President (1) |  |        | 2000 |            |  | none      |  | none             |  | none         |  | none             |  | none              |  | none             |  | none                
|                                 |  |        | 2001 |            |  | $215,000  |  |                  |  |              |  |                  |  |                   |  |                  |  | $16,000stock payment
|                                 |  |        | 2002 |            |  |           |  |                  |  |              |  |                  |  |                   |  |                  |  | $100,000 (2)        



|(1) |  | Ms. Marchessault was appointed President on November 12, 2001.                                                                               
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Represents $67,000 paid in
common stock of the Company and the Companys agreement to pay
$33,000 of federal income tax for Ms. Marchessault.

There were no options granted to the Executive Officers of the Company and its
subsidiaries during the year ending December 31, 2002. The Company has no stock
appreciation rights (SARs) outstanding.

Employment Agreements

None.




Item 11. Security Ownership of Certain Beneficial Owners and Management

A. Security Ownership

The following table sets forth information regarding ownership of the
Registrants common stock by all persons who are known by the Registrant to own
more than 5% of the total outstanding shares, by all officers and directors of
the Company, and by all officers and directors as a group as of April 30, 2003.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to options
held by that person that are currently exercisable or exercisable within sixty
(60) days of the date of this Annual Report are deemed outstanding. These
shares, however are not deemed outstanding for the purposes of computing the
percentage ownership of any other person. Except as indicated in the footnotes
to this table and pursuant to applicable community property laws, each
shareholder named in the table has sole voting and investment power with the
shares set forth opposite such shareholders name. Except as otherwise
indicated in the table, the address of the stockholders listed below is that of
the Companys principal executive office. Directors not included in the table
below do not hold Company securities.





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##### Table of Contents



Shares Beneficially Owned
as of April 30, 2003

|               |  |                                                         |  |        |            |                      |  |  |      |  
|-------------- |  | ------------------------------------------------------- |  | ------ | ---------- | -------------------- |  |  | ---- | -
|               |  | Name and Address of                                     |  |        |            |                      |  |  |      |  
|Title of Class |  | Beneficial Owner                                        |  | Amount |            | Percent of Class (1)
|               |  |                                                         |  |        |            |                     
|Common         |  | Lyne Marchessault (2)                                   |  |        | 22,231,461 |                      |  |  | 69.2 | %
|Common         |  | Osprey Investments, LLC                                 |  |        | 12,231,461 |                      |  |  | 38.1 | %
|Common         |  | Peggy A. Evans                                          |  |        | 1,250,000  |                      |  |  | 3.9  | %
|Common         |  | Michael McLaughlin                                      |  |        | 1,250,000  |                      |  |  | 3.9  | %
|Common         |  | Directors and Executive
Officers as a group (3
persons) |  |        | 24,731,461 |                      |  |  | 77.0 | %



|(1) |  | Based on 32,109,885 shares.                                                                              
|--- |  | ---------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes 12,231,461 shares owned by Osprey Investments, LLC of which Ms.
Marchessault is the sole member.

C. Stock Options

As of December 31, 2002, there were no options granted under the Companys
stock option plan.

The following table presents the summary information relative to the Companys
equity compensation plan.

Equity Compensation Plan Information

|                                                           |  |                   |  |                   |  |                     |  |                     |  |                     |  |  |  |  |           | 
|---------------------------------------------------------- |  | ----------------- |  | ----------------- |  | ------------------- |  | ------------------- |  | ------------------- |  |  |  |  | --------- | 
|                                                           |  |                   |  |                   |  |                     |  |                     |  | Number of          
|                                                           |  |                   |  |                   |  |                     |  |                     |  | securities         
|                                                           |  |                   |  |                   |  |                     |  |                     |  | remaining available
|                                                           |  | Number of         |  |                   |  |                     |  | for future issuance
|                                                           |  | securities to be  |  |                   |  |                     |  | under equity       
|                                                           |  | issued upon       |  | Weighted-average  |  | compensation plans 
|                                                           |  | exercise of       |  | exercise price of |  | (excluding         
|                                                           |  | outstanding       |  | outstanding       |  | securities         
|                                                           |  | options, warrants |  | options, warrants |  | reflected in column
|Plan category                                              |  | and rights (a)    |  | and rights        |  | (a))               
|                                                           |  |                   |  |                   |  |                    
|Equity compensation
plans approved by
security holders     |  |                   |  |                   |  |                     |  |                     |  |                     |  |  |  |  | 1,050,000 | 
|Equity compensation
plans not approved
by security holders |  |                   |  |                   |  |                     |  |                     |  |                     |  |  |  |  |           | 
|Total                                                      |  |                   |  |                   |  |                     |  |                     |  |                     |  |  |  |  | 1,050,000 | 





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##### Table of Contents






Item 12. Certain Relationships and Related Transactions

Signature Horizons, Inc, (Signature), formerly Oasis Group, Inc.,
provided approximately $150,000 of advances to the Company as of December 31,
2002, of which $35,000 was advanced during the year 2002. In addition
Signature contributed capital of $312,200 for the two years ended December 31,
2002 of which $272,200 was for 2002. Included in the total for 2002 was
approximately $250,000 of costs incurred by Signature for legal, audit and
accounting principally in connection with the filing of a Registration
Statement on Form S-4 with the Securities and Exchange Commission regarding a
share exchange with Signature, which was withdrawn during the year due to the
inability of the Company and Signature to provide all of the information
required in the filing, as well as the time and capital necessary to complete
it. The remainder of contributed capital for both years consisted of office
overhead and other management services at fair value. Peggy A. Evans, our
Chief Financial Officer and a director, is also Chief Executive Officer, Chief
Operating Officer and a director of Signature. Ms. Evans was
formerly the Chief Financial Officer of Signature.

The Company presently has no office facilities but for the time being will use
as its business address the office of Signature, on a rent free basis, until
such time as our business operations may require more extensive facilities and
we have the financial ability to rent commercial office space. There is
presently no formal agreement for the use of theses facilities, and we can make
no assurance that these facilities will be available to us on this basis for
any specific length of time.




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

A. Exhibits

|    |  |                                                                                                                                                          
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 |  | Plan and Agreement to Exchange Stock by and among The Catapult Group, Inc., the Catapult Shareholders and Envirometrics, Inc. dated February 16, 2000 (1)
|3.1 |  | Amended and Restated Certificate of Incorporation (2)                                                                                                    
|3.2 |  | Amended and Restated Bylaws (2)                                                                                                                          
|3.3 |  | Certificate of Designation of Series A, B, and C Preferred Stock (2)                                                                                     
|3.4 |  | Certificate of Designation of Series D Convertible Preferred Stock (3)                                                                                   
|3.5 |  | Amendment to Certificate of Incorporation (5)                                                                                                            





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|     |  |                                                   
|---- |  | --------------------------------------------------
|3.6  |  | Amendment to Certificate of Incorporation (6)     
|4.1  |  | Rainwire Partners, Inc. 2000 Stock Option Plan (3)
|16.1 |  | Letter on change in certifying accountant (3)     
|21.1 |  | Subsidiaries of Rainwire                          
|23.1 |  | Consent of Braverman & Company, P.C.              



|(1) |  | Incorporated by reference, filed as Annex A to the Definitive Proxy
Statement on Schedule 14A, filed on May 18, 2000 (SEC File No. 000-23892).             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated by reference, filed as an Exhibit to report on Form 10-KSB for
1998, filed on January 28, 2000 (SEC File No. 0-23892).                        
|   
|(3) |  | Incorporated by reference, filed as an Exhibit to report on form 10-KSB for
2000, filed on October 30, 2001 (SEC File No. 000-23892).                      
|   
|(4) |  | Incorporated by reference, filed as Annex A to Rainwires Registration
Statement on Form S-4, filed on January 14, 2002 (SEC File No. 333-76684).          
|   
|(5) |  | Incorporated by reference, filed as an Exhibit to the report on Form 8-K,
filed on August 4, 2000 (SEC File No. 002-23892).                                
|   
|(6) |  | Incorporated by reference, filed as Exhibit A to the Definitive Information
Statement on Schedule 14C, filed on November 12, 2002 (SEC File No. 000-23892).

B. Reports on Form 8-K

No reports were filed on Form 8-K for the quarter ending December 31, 2002.




Item 14. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Within ninety (90) days prior to the date of this report, an evaluation was
performed under the supervision and with the participation of the Companys
management, including the President and the Chief Financial Officer (CFO), of
the effectiveness of the design and operation of the Companys disclosure
controls and procedures. Based on that evaluation, the Companys management,
including the President and CFO, concluded that the Companys disclosure
controls and procedures were effective in bringing to their attention material
information relating to the Company required to be included in the Companys
periodic SEC filings.

Changes in Internal Controls

There have been no significant changes in the Companys internal controls or in
other factors that could significantly affect internal controls subsequent to
the most recent evaluation conducted by the President and CFO.





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TABLE OF CONTENTS

|                                               |  |      |     | 
|---------------------------------------------- |  | ---- | --- | 
|                                               |  | PAGE
|INDEPENDENT AUDITORS REPORT                   |  |      | F-1 | 
|CONSOLIDATED BALANCE SHEET                     |  |      | F-2 | 
|CONSOLIDATED STATEMENTS OF OPERATIONS          |  |      | F-3 | 
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY |  |      | F-4 | 
|CONSOLIDATED STATEMENTS OF CASH FLOWS          |  |      | F-5 | 
|NOTES TO FINANCIAL STATEMENTS                  |  |      | F-6 | 





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##### Table of Contents



INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders
Rainwire Partners, Inc.
Alpharetta, Georgia

We have audited the accompanying consolidated balance sheet of Rainwire
Partners, Inc. ( a Delaware corporation in the development stage) and
subsidiaries as of December 31, 2002, and the related consolidated statements
of operations, changes in stockholders equity, and cash flows for each of the
two years in the period then ended and the accumulated amounts during the
development stage for the same period. 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 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, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Rainwire Partners, Inc. as of December 31, 2002, and the results of its
operations and its cash flows for the each of the two years in the period
then ended and the accumulated amounts for the same period in conformity
with auditing standards generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered substantial
recurring losses and has a deficit working capital and equity as of December
31, 2002. It has also discontinued its entire business operations and is
dependent upon its shareholders and an affiliate for all cash flow
requirements. The Company needs the ability to develop additional sources of
capital, and/or achieve profitable operations through a merger or acquisition.
These conditions raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Braverman & Company, P.C.
Prescott, Arizona
April 3, 2003





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##### Table of Contents



RAINWIRE PARTNERS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
December 31, 2002

|                                     |                                                               |                                      |                                      |            |        |            |   | 
|------------------------------------ | ------------------------------------------------------------- | ------------------------------------ | ------------------------------------ | ---------- | ------ | ---------- | - | 
|ASSETS OF DISCONTINUED BUSINESS     
|CURRENT ASSETS                       |                                                               | $                                    |                                     |           
|                                     |                                                               |                                      |                                      |           
|                                     |                                                               |                                      | TOTAL CURRENT ASSETS                 |            |        |           |  
|                                     |                                                               |                                      |                                      |           
|                                     |                                                               | $                                    |                                     |           
|                                     |                                                               |                                      |                                      |           
|LIABILITIES OF DISCONTINUED BUSINESS
|CURRENT LIABILITIES                  |                                                               |                                      |                                      |           
|                                     | Related party loans                                           |                                      | $                                    | 150,355    |       
|                                     | Accounts payable                                              |                                      |                                      | 717,294    |       
|                                     | Accrued business disposal costs and expenses                  |                                      |                                      | 46,987     |       
|                                     | Other accrued liabilities                                     |                                      |                                      | 63,943     |       
|                                     |                                                               |                                      |                                      |           
|                                     |                                                               |                                      | TOTAL CURRENT LIABILITIES            |            |        | 978,579    |  
|                                     |                                                               |                                      |                                      |           
|REDEEMABLE PREFERRED STOCK           |                                                               |                                      |                                      |           
|                                     | Par value $.01; authorized 30,000,000 shares                  |                                      |                                      |            |       
|                                     |                                                               | Series C, 24,959 shares outstanding  |                                      |            | 52,911 |           
|                                     |                                                               | Series D, 500,000 shares outstanding |                                      |            | 50,000 |           
|                                     |                                                               |                                      |                                      |           
|                                     |                                                               |                                      | 102,911                              |           
|                                     |                                                               |                                      |                                      |           
|COMMITMENTS AND CONTINGENCIES        |                                                               |                                      |                                      |           
|STOCKHOLDERS EQUITY (DEFICIT)      
|                                     | Common stock, $.001 par value; authorized, 300,000,000 shares |                                      |                                      |            |       
|                                     | 32,109,885
shares issued and 22,109,885 outstanding           |                                      |                                      | 32,110     |       
|                                     | Paid-in capital                                               |                                      |                                      | 1,773,772  |       
|                                     | Accumulated (deficit)                                         |                                      |                                      | (2,837,372 | )     
|                                     | Treasury Stock, 10,000,000 shares                             |                                      |                                      | (50,000    | )     
|                                     |                                                               |                                      |                                      |           
|                                     |                                                               |                                      | TOTAL STOCKHOLDERS EQUITY (DEFICIT) |            |        | (1,081,490 | )
|                                     |                                                               |                                      |                                      |           
|                                     |                                                               | $                                    |                                     |           
|                                     |                                                               |                                      |                                      |           

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-2



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##### Table of Contents



RAINWIRE PARTNERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                     |                                                |   |            |       |      |   |            |   |  |   |                  |   | 
|---------------------------------------------------- | ---------------------------------------------- | - | ---------- | ----- | ---- | - | ---------- | - |  | - | ---------------- | - | 
|                                                     |                                                |   |            |       |      |   |            |   |  |   | Inception       
|                                                     |                                                |   |            |       |      |   |            |   |  |   | of Development  
|                                                     |                                                |   |            |       |      |   |            |   |  |   | Stage           
|                                                     |                                                |   |            |       |      |   |            |   |  |   | (January 1,2001)
|                                                     |                                                |   |            |       |      |   |            |   |  |   | to              
|                                                     |                                                |   |            |       |      |   |            |   |  |   | December 31,    
|                                                     |                                                |   | 2002       |       | 2001 |   | 2002      
|                                                     |                                                |   |            |       |      |   |           
|REVENUES                                             |                                                | $ |           |       |      | $ |           |   |  | $ |                 |  
|OPERATING EXPENSES                                   |                                                |   |           |       |      |   |           |   |  |   |                 |  
|                                                     |                                                |   |            |       |      |   |            |   |  |   |                  |  
|INCOME (LOSS) FROM CONTINUING OPERATIONS             |                                                |   |           |       |      |   |           |   |  |   |                 |  
|DISCONTINUED OPERATIONS                              |                                                |   |            |       |      |   |            |   |  |   |                  |  
|                                                     | Loss from operations of discontinued business  |   | 345,445    |       |      |   |           |   |  |   | 345,445          |  
|                                                     | Provision for loss on disposal of the business |   |            |       |      |   |            |  |  |   |                  |   | 
|                                                     |                                                |   |            |       |      |   |            |   |  |   |                  |  
|NET LOSS                                             |                                                | $ | (345,445   | )     |      | $ |           |   |  | $ | (345,445         | )
|                                                     |                                                |   |            |       |      |   |            |   |  |   |                  |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING |                                                |   | 10,651,552 |       |      |   | 10,218,219 |   |  |   |                  |  
|                                                     |                                                |   |            |       |      |   |            |   |  |   |                  |  
|BASIC AND DILUTED LOSS PER COMMON SHARE              |                                                |   |            |       |      |   |            |   |  |   |                  |  
|                                                     | Income (Loss) from operations                  |   | $          |      |      |   | $          |  |  |   |                  |   | 
|                                                     | Loss from discontinued operations              |   |            | (0.03 | )    |   |            |  |  |   |                  |   | 
|                                                     |                                                |   |            |       |      |   |            |   |  |   |                  |  
|BASIC AND DILUTED LOSS PER COMMON SHARE              |                                                | $ | (0.03      | )     |      | $ |           |   |  |   |                  |  
|                                                     |                                                |   |            |       |      |   |            |   |  |   |                  |  

F-3



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##### Table of Contents



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

RAINWIRE PARTNERS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IS SHAREHOLDERS EQUITY

|                                                                                                                                    |                         |                      |            |              |            |         |        |             |        |           |           |       |        |       |            |          |   |   |         |   |  |   |            |          |        | 
|----------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | -------------------- | ---------- | ------------ | ---------- | ------- | ------ | ----------- | ------ | --------- | --------- | ----- | ------ | ----- | ---------- | -------- | - | - | ------- | - |  | - | ---------- | -------- | ------ | 
|                                                                                                                                    |                         |                      |            | COMMON STOCK |            |         |        |             |        |           |           |       |        |       |            |          |   |   |         |  
|                                                                                                                                    |                         |                      |            |              |            | PAID-IN |        | ACCUMULATED |        | TREASURY  |           |       |        |      
|                                                                                                                                    |                         |                      |            | SHARES       |            | AMOUNT  |        | CAPITAL     |        | (DEFICIT) |           | STOCK |        | TOTAL
|                                                                                                                                    |                         |                      |            |              |            |         |        |             |        |           |           |       |        |      
|Balance, December 31, 2000                                                                                                          |                         |                      | 7,609,886  |              |            | $       | 7,610  |             |        | $         | 1,321,472 |       |        | $     | (2,491,927 | )        |   | $ |        |   |  | $ | (1,162,845 | )       
|Shares issued for legal services at $.025 per
share on August 29, 2001                                                              |                         |                      | 100,000    |              |            |         | 100    |             |        |           | 2,400     |       |        |       |            |          |   |   |         |   |  |   | 2,500      |         
|Shares sold at $.05 per share
on September 30, 2001                                                                                 |                         |                      | 200,000    |              |            |         | 200    |             |        |           | 9,800     |       |        |       |            |          |   |   |         |   |  |   | 10,000     |         
|Shares issued to retire debt on August 29, 2001
at $.005 per share                                                                  |                         |                      | 12,000,000 |              |            |         | 12,000 |             |        |           | 48,000    |       |        |       |            |          |   |   |         |   |  |   | 60,000     |         
|Management services contributed to capital                                                                                          |                         |                      |            |              |            |         |        |             |        |           | 40,000    |       |        |       |            |          |   |   |         |   |  |   | 40,000     |         
|Purchase of 10 million shares as treasury stock
for issuance of 500,000 shares of Series D
convertible debentures, October 15, 2001 |                         |                      |            |              |            |         |        |             |        |           |           |       |        |       |            |          |   |   | (50,000 | ) |  |   | (50,000    | )       
|Net income (loss) for the year                                                                                                      |                         |                      |            |              |            |         |        |             |        |           |           |       |        |       |           |          |   |   |         |   |  |   |           |         
|                                                                                                                                    |                         |                      |            |              |            |         |        |             |        |           |           |       |        |       |            |          |   |   |         |   |  |   |            |         
|Balance, December 31, 2001                                                                                                          |                         |                      | 19,909,886 |              |            |         | 19,910 |             |        |           | 1,421,672 |       |        |       | (2,491,927 | )        |   |   | (50,000 | ) |  |   | (1,100,345 | )       
|Correction of share issuances, prior year                                                                                           |                         |                      | (300,001   | )            |            |         | (300   | )           |        |           | 300       |       |        |       |            |          |   |   |         |   |  |   |           |         
|Shares issued for compensation December 31:                                                                                         |                         |                      |            |              |            |         |        |             |        |           |           |       |        |       |            |          |   |   |         |   |  |   |            |         
|                                                                                                                                    |                         | at $.00671 per share |            |              | 10,000,000 |         |        |             | 10,000 |           |           |       | 57,100 |       |            |          |   |   |         |   |  |   |            |          | 67,100 | 
|                                                                                                                                    |                         | at $.01 per share    |            |              | 2,500,000  |         |        |             | 2,500  |           |           |       | 22,500 |       |            |          |   |   |         |   |  |   |            |          | 25,000 | 
|Contributed capital                                                                                                                 |                         |                      |            |              |            |         |        |             |        |           | 272,200   |       |        |       |            |          |   |   |         |   |  |   | 272,200    |         
|                                                                                                                                    | Net (loss) for the year |                      |            |              |            |         |        |             |        |           |           |       |        |       |            | (345,445 | ) |   |         |   |  |   |            | (345,445 | )     
|                                                                                                                                    |                         |                      |            |              |            |         |        |             |        |           |           |       |        |       |            |          |   |   |         |   |  |   |            |         
|Balance, December 31, 2002                                                                                                          |                         |                      | 32,109,885 |              |            | $       | 32,110 |             |        | $         | 1,773,772 |       |        | $     | (2,837,372 | )        |   | $ | (50,000 | ) |  | $ | (1,081,490 | )       
|                                                                                                                                    |                         |                      |            |              |            |         |        |             |        |           |           |       |        |       |            |          |   |   |         |   |  |   |            |         

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-4



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##### Table of Contents



RAINWIRE PARTNERS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |          |         |                  |          |  
|-------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ---------------------------------------------- | ---------------------------------------------- | ------- | ------- | ------- | ------- | ------ | -------- | -------- | -------- | ------- | ---------------- | -------- | -
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |          |         | Inception       
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |          |         | of Development  
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |          |         | Stage           
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |          |         | (January 1,2001)
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |          |         | to              
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |          |         | December 31,    
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         | 2002    |         | 2001    |        | 2002    
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                                               |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|                                                                                                   | Discontinued Operations:                                                                                                          |                                   |                                                |                                                |         |         |         |         |        |          |          |          |        
|                                                                                                   | Adjustments to reconcile net loss to net cash flows
used by discontinued activities
Loss from operations of discontinued business |                                   | $                                              | (345,445                                       | )       |         | $       |        |        |          | $        | (345,445 | )      
|                                                                                                   |                                                                                                                                   | Stock issued for services         |                                                |                                                | 92,100  |         |         |         | 2,500  |          |          |          | 94,600  |                 
|                                                                                                   |                                                                                                                                   | Capital contributed for services  |                                                |                                                | 272,200 |         |         |         | 40,000 |          |          |          | 312,200 |                 
|                                                                                                   |                                                                                                                                   | Changes in assets and liabilities |                                                |                                                |         |         |         |         |        |          |          |          |        |                 
|                                                                                                   |                                                                                                                                   |                                   | Accounts receivable                            |                                                |         |         |         |         |        | 21,962   |          |          |         | 21,962           |         
|                                                                                                   |                                                                                                                                   |                                   | Other current assets                           |                                                |         |         |         |         |        | 12,700   |          |          |         | 12,700           |         
|                                                                                                   |                                                                                                                                   |                                   | Accounts payable                               |                                                |         | (95,873 | )       |         |        | 343,650  |          |          |         | 247,777          |         
|                                                                                                   |                                                                                                                                   |                                   | Accrued liabilities                            |                                                |         | 40,800  |         |         |        |          |          |          |         | 40,800           |         
|                                                                                                   |                                                                                                                                   |                                   | Provision for loss on disposal of the business |                                                |         |         |         |         |        | (553,247 | )        |          |         | (553,247         | )       
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|                                                                                                   |                                                                                                                                   |                                   |                                                | Net cash flows used by discontinued activities |         |         | (36,218 | )       |        |          | (132,435 | )        |         |                  | (168,653 | )
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|CASH FLOWS FROM INVESTING ACTIVITIES                                                               |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|                                                                                                   | Decrease in other assets                                                                                                          |                                   |                                                |                                                |         |         |         | 6,255   |        |          |          | 6,255    |        
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|                                                                                                   |                                                                                                                                   |                                   |                                                | Net cash flows from investing activities       |         |         |         |         |        |          | 6,255    |          |         |                  | 6,255    |  
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|CASH FLOWS FROM FINANCING ACTIVITIES                                                               |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|                                                                                                   | Related party loans                                                                                                               |                                   |                                                | 35,430                                         |         |         |         | 114,925 |        |          |          | 150,355  |        
|                                                                                                   | Proceeds from issuance of common stock                                                                                            |                                   |                                                |                                                |         |         |         | 10,000  |        |          |          | 10,000   |        
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|                                                                                                   |                                                                                                                                   |                                   |                                                | Net cash flows from financing activities       |         |         | 35,430  |         |        |          | 124,925  |          |         |                  | 160,355  |  
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|NET CHANGE IN CASH FLOW FOR THE YEAR                                                               |                                                                                                                                   |                                   | (788                                           | )                                              |         |         | (1,255  | )       |        |          | (2,043   | )       
|CASH, BEGINNING OF PERIOD                                                                          |                                                                                                                                   |                                   | 788                                            |                                                |         |         | 2,043   |         |        |          | 2,043    |         
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|CASH, END OF PERIOD                                                                                |                                                                                                                                   | $                                 | 0                                              |                                                |         | $       | 788     |         |        | $        | 0        |         
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES                            |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|Related party loan paid by issuance of 12,000,000 shares
of the Companys common stock             |                                                                                                                                   |                                   |                                                |                                                |         | $       | 60,000  |         |        | $        | 60,000   |         
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         
|Reedemable Preferred Stock issued in exchange for
10,000,000 shares of common stock of the Company |                                                                                                                                   |                                   |                                                |                                                |         | $       | 50,000  |         |        | $        | 50,000   |         
|                                                                                                   |                                                                                                                                   |                                   |                                                |                                                |         |         |         |         |        |          |          |         

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-5



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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

The Company

Rainwire Partners, Inc., or RPID or the Company, (formerly Envirometrics, Inc.
or EVRM) was incorporated in Delaware in 1991. The Company acquired all of the
outstanding common stock of The Catapult Group, Inc. renamed Rainwire Partners,
Inc. (RPIG) a Georgia corporation on July 26, 2000, in a qualifying
reorganization under Section 368 (a)(1)(B) of the Internal Revenue Code of 1986.
Prior to the stock exchange, the Companys operations had involved consulting
services in environmental and occupational health matters in addition to
providing the services of an American Industrial Hygiene Association and
National Voluntary Laboratory Accreditation Program, principally in the
Charleston, South Carolina area, with sales throughout the United States. RPIG
was formed in July 1999, to provide internet consulting, systems development and
integration as well as marketing and communications solutions to Global 2000 and
middle-market companies. Its operations were discontinued in April 2000. On
December 31, 2000, management adopted a plan to dispose of the entire business
of the Company.

During 2001 and 2002 the Company stayed in the discontinued operational mode,
and its efforts were largely devoted to maintenance of existing obligations,
filing of periodic and annual reports with the Securities and Exchange
Commission, and pursing various financial opportunities including the filing of
a Form S-4 in early 2002, in connection with a share exchange transaction with
Signature Horizons, Inc. (formerly Oasis Group, Inc.) which was subsequently
withdrawn by the Company. The fiscal year end of the Company is December 31.

Principles of Consolidation

The Companys consolidated financial statements as of December 31, 2002 and 2001
include the financial statements of the Company and subsidiaries for all periods
presented. All significant intercompany accounts and transactions have been
eliminated.

Financial Statement Presentation

The historical cost basis of all assets and liabilities of RPIG and its former
and present consolidated operating results have been presented from July 21,
1999 (date of inception) to December 31, 2002. For accounting purposes, the
acquisition has been treated as a recapitalization of RPIG. RPIG is considered
the accounting acquirer, because it became the owner of 90% of the total shares
outstanding of the common stock of RPID, on a fully diluted basis. The
consolidated statements of operations included herein are those of RPIG and its
subsidiary i20, Inc. The former operating results of EVRM have been eliminated.
The consolidated balance sheet presented herein includes all assets and
liabilities of EVRM as of the date of recapitalization at fair value, as well as
RPIG and its subsidiary, i20, Inc. at historical cost.

F-6



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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (GAAP) requires management to
make estimates and assumptions that affect the reported amounts and the
disclosure of contingent amounts in the Companys financial statements and the
accompanying notes. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, disclosures about fair
value of financial instruments, defines the fair value of a financial instrument
as the amount at which the instrument could be exchanged in a current
transaction between willing parties. The carrying values of the Companys
financial instruments, which include accounts payable and accruals, approximate
fair values due to the short-term maturities of such instruments.

Income Taxes

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 Accounting
for Income Taxes. A deferred tax asset or liability is recorded for all
temporary difference between financial and tax reporting of which depreciation
is the most significant. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the
amount expected to more likely than not realized in future tax returns. Tax law
and rate changes are reflected in income in the period such changes are enacted.

The net operating loss carry-forwards for the Company on a consolidated basis
approximate $5,000,000 as of December 31, 2001 and will expire at various dates
through year 2020, if unutilized. Due to a more than 50% change in ownership of
the Companys outstanding common stock for the latest testing period ended July
26, 2000, a Code Section 382 limitation on use of the loss carry-forwards became
substantially limited to $250,000 annually.

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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES (continued)

The deferred tax benefit of the consolidated losses of $5,000,000 is
approximately $1,750,000, however that amount was offset completely by a
valuation allowance of equal amount, since management cannot determine, at the
present time, that it is more likely than not that such benefit will be utilized
in future periods.

For the year 2002, approximately $272,000 of the total consolidated loss of
$345,000 is not tax deductible as it relates to contributed capital. The
difference of approximately $73,000 results in a potential tax benefit of
approximately $25,000 which is not currently realizable, in the opinion of
management, therefore, a valuation allowance of $25,000 has been established.

Loss Per Share

Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS No.128) Earnings Per Share. Basic loss per
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding during the period.

Going Concern

The Companys financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Companys ability to
continue in existence is dependent upon its ability to develop additional
sources of capital, and/or achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. Managements present plan is to acquire a
profitable company having the ability to generate additional cash flows from
either the sale of securities or through operations to sustain the Companys
future existence.

NOTE 2  REDEEMABLE PREFERRED STOCK

As of December 31, 2002, there were 24,959 Series C preferred shares outstanding
valued at $52,911, including accretion. Approximately 2/3rd of the Series C
preferred shares which were issued in 1998, were converted to common stock and
the balance were put to the Company for redemption by the holder thereof,
however, no redemption was made resulting in a judgment against the Company as
more fully explained in legal actions below.

On October 15, 2001, a shareholder who had earlier during the year converted its
unsecured loan to the Company of $60,000 for 12,000,000 shares of common stock,
exchanged 10,000,000 of the shares received for 500,000 Series D preferred
shares valued at $50,000 . All preferred shares have cumulative dividends, none
of which were declared by the Board of Directors as of December 31, 2002.
Preferred stock is convertible into common stock at the rate of 20 shares of
common stock for 1 share of preferred stock. Series D preferred shares are
convertible at the rate
F-8Table of Contents

RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2  REDEEMABLE PREFERRED STOCK (continued)

of 100 shares of common stock for 1 share of preferred stock if no dividends
have been paid for two consecutive quarters. As of December 31, 2002 accumulated
unpaid dividends on Series D convertible preferred stock were $60,000.

The 10,000,000 shares the Company received in exchange for the issuance of the
redeemable preferred stock in 2001 are held as treasury shares at a total cost
of $50,000.

NOTE 3  COMMITMENTS AND CONTINGENCIES

On December 31, 2002, the Board of Directors approved compensation for the CEO
of the Company for $100,000, and two Board members for $12,500 each, and the
issuance of 12,500,000 shares of common stock as payment thereof, which was
given effect to as of December 31, 2002, including the recording of applicable
withheld payroll taxes of the employee, and employer payroll taxes totaling
approximately $41,000, that have been included in other accrued liabilities on
the accompanying consolidated balance sheet .

Legal Actions

The Company is involved with several legal actions, principally as defendant.
These actions involve outstanding liabilities of the Company including those of
subsidiaries. All known outstanding liabilities, including anticipated legal
fees and costs have been recorded in the accompanying financial statements.
There has been little progress during 2002 on the settlement of any of these
actions. Following are two such actions.

Azimuth Laboratory, Inc., a subsidiary of EVRM, generated hazardous waste during
the time of its operations which ceased in April 2000. According to a former
landlord, Azimuth was responsible for a hazardous waste cleanup on the leased
premises, and he is seeking recovery of approximately $130,000, including the
cleanup and remaining payments due under the terms of the lease agreement, which
expired in December 2001. A motion for summary judgment was filed by the
plaintiff, and the parties are in settlement negotiations. Only the remaining
unpaid rentals under the lease obligation have been recorded as of December 31,
2002, of approximately $66,000.

A judgment against the Company was obtained by the holder of the remaining
Series C redeemable preferred stock for $21,666 relating to the failure by the
Company to redeem 8,333 of those shares and to pay dividends when due. The
majority of that amount was recorded as of December 31, 2002.

F-9



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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3  COMMITMENTS AND CONTINGENCIES (continued)

Disposition of Corporate Property

Approximately 20 employees of the Company were still employed when the decision
was made to discontinue the operations of the Company on December 31, 2000.
Substantially all employees either resigned or terminated by February 28, 2001.
No payroll tax reports have been filed with taxing authorities for any wages
paid since 2000, although related payroll taxes were paid for salaries and
wages recorded by the Company in 2000. It is probable that all compensation has
not been reported for equipment, vehicles and other corporate property obtained
by employees when the company ceased its operations in 2001, Accordingly, the
Company and/or its employees may have some liability for payroll and/or or
sales taxes in connection with this matter. No liability has been provided for
this contingency as the actions by the employees were not approved in all cases
by management, and management believes that any liability arising from this
matter will not be material to the Company.

SBA Loan

Azimuth Laboratories ,Inc. sold certain assets to a party in April 2000 who
assumed the remaining balance of an underlying loan from the Small Business
Administration. However, the Companys subsidiary was not relieved of liability
on the obligation, and remains contingently liable for the balance of less than
$50,000 as of December 31, 2002. The notes are due in monthly instalments of
$1,408 with 4% interest, and mature in July 2005.

The subsidiary was owed approximately $30,000 by the purchaser, however, that
obligation has not been paid to the Company, it is unrecorded due to its
contingent payment, and some or all of that amount is being held in escrow
pending either the payoff of the SBA loan, or when the purchaser is successful
in becoming the only principal on the note. The outstanding balance of the SBA
loan less the amount owed the Company at December 31, 2002 approximates less
than $30,000, which is included in accrued liabilities as of December 31, 2002.

NOTE 4  OPERATING LEASES

Included in the accrual for estimated loss on disposal of the business are
future rentals on lease obligations totaling approximately $300,000, of which $
228,734 relates to the balance owing on a 5 year lease expiring in 2005, which
had annual lease payments of approximately $50,000 per year. The Company is
seeking to mitigate the outstanding lease liability as the landlord had seized
and or sold some of the equipment in partial satisfaction of the past due lease
rentals. No action has been taken to date on this matter.

NOTE 5  DISCONTINUED OPERATIONS

On December 31, 2000, management adopted a plan to discontinue the operations
of the Company and to liquidate its assets. Accordingly, the accompanying
financial statements subsequent to 2000 have given effect to this date as the
measurement date, since a loss was

F-10



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##### Table of Contents



RAINWIRE PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

sustained for both discontinued operations and disposal of the business. A
disposal loss was provided for all estimated costs and expenses to be incurred
during the post phase-out period. Subsequently, very few liabilities have been
extinguished and no material change has occurred in the original estimate of
the disposal loss.

NOTE 6  RELATED PARTY TRANSACTIONS

Contributed Capital

Signature Horizons Inc, (SHI), provided
approximately $150,000 of advances to the Company as of December 31, 2002, of
which $35,000 was advanced during the year 2002. In addition SHI contributed
capital of $312,200 for the two years ended December 31, 2002 of which $272,200
was for 2002. Included in the total for 2002 was approximately $250,000 of
costs incurred by SHI for legal, audit and accounting principally in connection
with the filing of a Registration Statement on Form S-4 with the Securities and
Exchange Commission (SEC) regarding a share exchange with SHI, which was
withdrawn during the year due to the inability of the Company and SHI to
provide all of the information required in the filing, as well as the time and
capital necessary to complete it. The remainder of contributed capital for both
years consisted of office overhead and other management services at fair value.

Common Stock Issuances

Compensation was recorded during 2002 for services rendered by the Board of
Directors of the Company valued at $25,000 for which 2,500,000 restricted
common shares were issued at a value of $.01 per share. In addition, the CEO of
the Company was given 10,000,000 shares valued at $.00671 per share or $67,100
plus the related payroll taxes of $32,900 which was accrued as of December 31,
2002, for total compensation of $100,000.

F-11



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##### Table of Contents



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
Georgia.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                   |  |    |  |                                                  
|------------------ |  | -- |  | -------------------------------------------------
|Dated May 14, 2003 |  |    |  |                                                  
|                  
|                   |  |    |  |                                                  
|                  
|                   |  | By |  | /s/ Lyne MarchessaultLyne Marchessault, President

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.

|                   |  |     |  |                                                                       
|------------------ |  | --- |  | ----------------------------------------------------------------------
|Dated May 14, 2003 |  |     |  |                                                                       
|                  
|                   |  |     |  |                                                                       
|                  
|                   |  | By  |  | /s/ Lyne MarchessaultLyne Marchessault, President and Director        
|                  
|                   |  |     |  |                                                                       
|                  
|                   |  | By: |  | /s/ Peggy A. EvansPeggy A. Evans, Chief Financial Officer and Director
|                  
|                   |  |     |  |                                                                       
|                  
|                   |  | By: |  | /s/ Michael McLaughlinMichael McLaughlin, Director                    

F-12



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##### Table of Contents



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB of Rainwire Partners, Inc.
for the year ending December 31, 2002 as filed with the Securities and Exchange
Commission on the date hereof, I, Lyne Marchessault, President of registrant,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, that:

(1)     I have reviewed this annual report on Form 10-KSB of Rainwire Partners,
Inc.;

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

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

(4)     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

(5)     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls.                                                                                                                                            

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

|                   |  |    |  |                                                  
|------------------ |  | -- |  | -------------------------------------------------
|Dated May 14, 2003 |  |    |  |                                                  
|                  
|                   |  | By |  | /s/ Lyne MarchessaultLyne Marchessault, President

This certification accompanies this Annual Report on Form 10-KSB pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by registrant for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.





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##### Table of Contents



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB of Rainwire Partners, Inc.
for the year ending December 31, 2002 as filed with the Securities and Exchange
Commission on the date hereof, I, Peggy A. Evans, Chief Financial Officer of
registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, that:

(1)     I have reviewed this annual report on Form 10-KSB of Rainwire Partners,
Inc.;

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

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

(4)     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

(5)     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls.                                                                                                                                            

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

|                   |  |    |  |                                                          
|------------------ |  | -- |  | ---------------------------------------------------------
|Dated May 14, 2003 |  |    |  |                                                          
|                  
|                   |  |    |  |                                                          
|                  
|                   |  | By |  | /s/ Peggy A. EvansPeggy A. Evans, Chief Financial Officer