SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                                   FORM 10-KSB/A

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
 Act of 1934 [Fee Required]

For the fiscal year ended March 31, 2002

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934 [No Fee Required]

For the transition period from                          to

Commission file number 0-23504

                                          HELSINKI CAPITAL PARTNERS, INC.
                           (Exact name of small business issuer in its charter)

                         DELAWARE                                   33-0601502
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
                                                   Identification No.)

                 24351 Pasto Road, Suite B
                 Dana Point, California                                 92629
           (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:               (949) 489-2400
                                                             -------------------

Securities registered pursuant to Section 12(b) of the Act:              None
                                                             ----------------

Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, par value $.001


           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  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 past 90 days.
                                                      YES   X        NO

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

           State issuer's revenues for its most recent fiscal year: None

           The aggregate market value of the voting stock held by non-affiliates
of the  registrant  as of March 31, 2002 was not  determinable  since the Common
Stock was not traded.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of March 31, 2002:

Common Stock, $.001 Par Value - 636,900 shares

                                    DOCUMENTS INCORPORATED BY REFERENCE:  NONE


<PAGE>



                                                      PART I

Item 1.   DESCRIPTION OF BUSINESS

Background

 Helsinki  Capital  Partners,  Inc., a Delaware  corporation (the "Company") was
incorporated  on May 4, 1992.  The Company has no operating  history  other than
organizational matters, and was formed specifically to be a "clean public shell"
and for the purpose of either  merging with or  acquiring  an operating  company
with operating  history and assets.  The Securities and Exchange  Commission has
defined and  designated  these types of  companies  as "blind  pools" and "blank
check" companies.

 The primary  activity of the Company will involve seeking merger or acquisition
candidates  with  whom it can  either  merge or  acquire.  The  Company  has not
selected  any  company  for  acquisition  or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

 The executive  offices of the Company are located at 24351 Pasto Road, Suite B,
Dana Point, California 92629. Its telephone number is (949) 489-2400.

Plan of Operation - General

 The Company was  organized  for the purpose of creating a corporate  vehicle to
seek,  investigate and, if such investigation  warrants,  acquire an interest in
one or more  business  opportunities  presented to it by persons or firms who or
which desire to seek the perceived advantages of a publicly held corporation. At
this  time,the  Company  has no  plan,  proposal,  agreement,  understanding  or
arrangement to acquire or merge with any specific  business or company,  and the
Company has not  identified any specific  business or company for  investigation
and  evaluation.  No member of Management or promotor of the Company has had any
material  discussions  with any other company with respect to any acquisition of
that  company.  Although the  Company's  Common  Stock is  currently  not freely
tradeable,  it will  eventually  become  so  under  exemptions  such as Rule 144
promulgated  under the Securities Act of 1933. See  "Description of Securities."
The Company will not restrict its search to any specific  business,  industry or
geographical  location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed business under this
caption and throughout this Registration  Statement is purposefully  general and
is not meant to be restrictive of the Company's virtually  unlimited  discretion
to search for and enter into potential business opportunities.

 The  Company  intends  to obtain  funds in one or more  private  placements  to
finance the operation of any acquired business. Persons purchasing securities in
these placements and other  shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition.  The Company's proposed
business is sometimes  referred to as a "blind pool" because any investors  will
entrust their investment  monies to the Company's  management before they have a
chance  to  analyze  any   ultimate  use  to  which  their  money  may  be  put.
Consequently,  the  Company's  potential  success  is heavily  dependent  on the
Company's  management,   which  will  have  virtually  unlimited  discretion  in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no  assurance  that the Company will be able to raise any
funds in private placements.  In any private placement,  management may purchase
shares  on the same  terms as  offered  in the  private  placement.  (See  "Risk
Factors" and "Management").

 Management  anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing  in the  Company  because  it will not  permit  the  Company to offset
potential  losses  from one  venture  against  gains  from  another  (see  "Risk
Factors").

 The Company  may seek a business  opportunity  with a firm which only  recently
commenced  operations,  or a developing  company in need of additional funds for
expansion  into new products or markets,  or seeking to develop a new product or
service,  or an  established  business  which may be  experiencing  financial or
operating  difficulties  and is in the  need  for  additional  capital  which is
perceived to be easier to raise by a public company.

                                                         2

<PAGE>



In some instances,  a business opportunity may involve the acquisition or merger
with a corporation  which does not need  substantial  additional  cash but which
desires to establish a public trading  market for its common stock.  The Company
may purchase assets and establish wholly owned  subsidiaries in various business
or purchase existing businesses as subsidiaries.

 The Company  anticipates that the selection of a business  opportunity in which
to participate will be complex and extremely risky.  Because of general economic
conditions,  rapid  technological  advances being made in some  industries,  and
shortages  of available  capital,  management  believes  that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

 As is  customary  in the  industry,  the  Company  may pay a  finder's  fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's  Board of Directors and will be in accordance with the industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.

 As part of any transaction, the acquired company may require that Management or
other  stockholders  of the Company sell all or a portion of their shares to the
acquired  company,  or  to  the  principals  of  the  acquired  company.  It  is
anticipated  that the sales  price of such shares will be lower than the current
market price or  anticipated  market price of the Company's  Common  Stock.  The
Company's  funds are not expected to be used for purposes of any stock  purchase
from insiders.  The Company shareholders will not be provided the opportunity to
approve or consent to such  sale.  The  opportunity  to sell all or a portion of
their  shares in  connection  with an  acquisition  may  influence  management's
decision to enter into a specific transaction. However, management believes that
since the  anticipated  sales  price will be less than  market  value,  that the
potential  of a stock  sale by  management  will be a  material  factor on their
decision to enter a specific transaction.

 The above  description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution,  or contract or agreement.
No other  payments of cash or property are expected to be received by Management
in connection with any acquisition.

 The Company has not formulated  any policy  regarding the use of consultants or
outside advisors,  but does not anticipate that it will use the services of such
persons.

 The Company has, and will continue to have,  insufficient capital with which to
provide the owners of business  opportunities with any significant cash or other
assets.  However,  management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling  ownership  interest in a
public company at substantially less cost than is required to conduct an initial
public offering.  The owners of the business  opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur  significant legal and accounting costs in connection with the acquisition
of a  business  opportunity  including  the  costs of  preparing  post-effective
amendments,   Forms  8-K,   agreements   and  related   reports  and   documents
nevertheless,  the  officers and  directors  of the Company  have not  conducted
market  research and are not aware of  statistical  data which would support the
perceived  benefits of a merger or acquisition  transaction  for the owners of a
business opportunity.

 The  Company  does not  intend to make any loans to any  prospective  merger or
acquisition candidates or to unaffiliated third parties.

                                                         3

<PAGE>




Sources of Opportunities

 The Company  anticipates that business  opportunities for possible  acquisition
will be referred by various  sources,  including  its  officers  and  directors,
professional advisers, securities broker-dealers,  venture capitalists,  members
of the financial community, and others who may present unsolicited proposals.

 The Company will seek a potential business  opportunity from all known sources,
but will rely principally on personal  contacts of its officers and directors as
well as indirect  associations  between them and other business and professional
people.   It  is  not  presently   anticipated  that  the  Company  will  engage
professional firms specializing in business acquisitions or reorganizations.

 The  officers  and  directors  of the Company are  currently  employed in other
positions  and will  devote only a portion of their time (not more than one hour
per  week)  to the  business  affairs  of the  Company,  until  such  time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.

Evaluation of Opportunities

 The analysis of new business  opportunities  will be undertaken by or under the
supervision  of the  officers and  directors of the Company (see  "Management").
Management   intends  to  concentrate  on   identifying   prospective   business
opportunities which may be brought to its attention through present associations
with management.  In analyzing  prospective business  opportunities,  management
will consider such matters as the available technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operation,  if any; prospects for the future;  present and expected competition;
the quality and experience of management services which may be available and the
depth of that  management;  the potential for further  research,  development or
exploration;  specific  risk factors not now  foreseeable  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services or trades; name  identification;  and other
relevant  factors.  Officers and directors of each Company will meet  personally
with   management  and  key  personnel  of  the  firm  sponsoring  the  business
opportunity as part of their investigation.  To the extent possible, the Company
intends to utilize  written reports and personal  investigation  to evaluate the
above factors.  The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.

 It may be anticipated  that any  opportunity in which the Company  participates
will present certain risks. Many of these risks cannot be adequately  identified
prior to selection of the specific opportunity,  and the Company's  shareholders
must,  therefore,  depend on the ability of  management to identify and evaluate
such risk. In the case of some of the opportunities available to the Company, it
may be  anticipated  that the  promoters  thereof  have been unable to develop a
going concern or that such business is in its  development  stage in that it has
not generated  significant revenues from its principal business activities prior
to the  Company's  participation.  There is a risk,  even  after  the  Company's
participation  in the  activity  and the related  expenditure  of the  Company's
funds,  that the  combined  enterprises  will  still be unable to become a going
concern or advance beyond the development  stage.  Many of the opportunities may
involve new and untested products, processes, or market strategies which may not
succeed.  Such  risks  will  be  assumed  by the  Company  and,  therefore,  its
shareholders.

 The Company will not restrict its search for any specific kind of business, but
may acquire a venture which is in its preliminary or development stage, which is
already in operation,  or in essentially  any stage of its corporate life. It is
currently  impossible to predict the status of any business in which the Company
may become  engaged,  in that such  business may need  additional  capital,  may
merely desire to have its shares  publicly  traded,  or may seek other perceived
advantages which the Company may offer.

Acquisition of Opportunities

 In implementing a structure for a particular business acquisition, the
Company may become a party to a

                                                         4

<PAGE>



merger,  consolidation,  reorganization,  joint venture,  franchise or licensing
agreement  with another  corporation  or entity.  It may also purchase  stock or
assets of an existing  business.  On the  consummation  of a transaction,  it is
possible that the present management and shareholders of the Company will not be
in control of the  Company.  In  addition,  a majority  or all of the  Company's
officers and directors may, as part of the terms of the acquisition transaction,
resign and be  replaced  by new  officers  and  directors  without a vote of the
Company's shareholders.

 It is anticipated that any securities issued in any such  reorganization  would
be issued in reliance on exemptions from registration  under applicable  Federal
and state  securities  laws.  In some  circumstances,  however,  as a negotiated
element of this  transaction,  the Company may agree to register such securities
either at the time the transaction is consummated,  under certain conditions, or
at specified time thereafter.  The issuance of substantial additional securities
and their  potential  sale into any  trading  market  which may  develop  in the
Company's  Common Stock may have a depressive  effect on such market.  While the
actual  terms of a  transaction  to which the Company  may be a party  cannot be
predicted,  it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the  acquisition  in  a so  called  "tax  free"  reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue Code of 1986, as amended (the "Code").
In order to obtain tax free  treatment  under the Code,  it may be necessary for
the owners of the  acquired  business to own 80% or more of the voting  stock of
the surviving entity. In such event, the shareholders of the Company,  including
investors  in this  offering,  would  retain  less  than 20% of the  issued  and
outstanding  shares of the surviving  entity,  which could result in significant
dilution in the equity of such shareholders.

 As part of the Company's  investigation,  officers and directors of the Company
will meet personally  with  management and key personnel,  may visit and inspect
material  facilities,  obtain  independent  analysis or  verification of certain
information provided,  check reference of management and key personnel, and take
other reasonable  investigative measures, to the extent of the Company's limited
financial resources and management expertise.

 The manner in which each Company  participates in an opportunity will depend on
the nature of the  opportunity,  the respective needs and desires of the Company
and  other  parties,  the  management  of  the  opportunity,  and  the  relative
negotiating strength of the Company and such other management.

 With respect to any mergers or acquisitions,  negotiations  with target company
management  will be expected  to focus on the  percentage  of the Company  which
target company shareholders would acquire in exchange for their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
lesser  percentage  ownership  interest in the Company  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company  acquires a target company with  substantial  assets.  Any
merger  or  acquisition  effected  by the  Company  can be  expected  to  have a
significant  dilative  effect on the  percentage of shares held by the Company's
then shareholders, including purchasers in this offering. (See "Risk Factors.")

 The Company will not have sufficient funds (unless it is able to raise funds in
a private  placement) to undertake any  significant  development,  marketing and
manufacturing of any products which may be acquired. Accordingly,  following the
acquisition  of any such  product,  the  Company  will,  in all  likelihood,  be
required to either seek debt or equity  financing  or obtain  funding from third
parties, in exchange for which the Company would probably be required to give up
a  substantial  portion of its  interest in any  acquired  product.  There is no
assurance that the Company will be able either to obtain additional financing or
interest  third  parties  in  providing  funding  for the  further  development,
marketing and manufacturing of any products acquired.

 It is anticipated that the investigation of specific business opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to participate in a specific business opportunity the costs
therefore  incurred  in the  related  investigation  would  not be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.


                                                         5

<PAGE>



 Management  believes  that the Company  may be able to benefit  from the use of
"leverage"  in  the  acquisition  of  a  business   opportunity.   Leveraging  a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any  acquisition  by the Company.  No assurance can be given as to
the terms or the  availability  of financing for any acquisition by the Company.
During  periods  when  interest  rates are  relatively  high,  the  benefits  of
leveraging  are not as great as during  periods of lower  interest rates because
the investment in the business  opportunity  held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the  financing.  Lenders  from which the Company may obtain funds
for  purposes  of a  leveraged  buy-out  may impose  restrictions  on the future
borrowing,  distribution,  and  operating  policies  of the  Company.  It is not
possible at this time to predict the  restrictions,  if any,  which  lenders may
impose or the impact thereof on the Company.

Competition

 The  Company  is an  insignificant  participant  among  firms  which  engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.

Regulation and Taxation

 The Investment Company Act of 1940 defines an "investment company" as an issuer
which is or holds  itself out as being  engaged  primarily  in the  business  of
investing,  reinvesting  or trading of  securities.  While the Company  does not
intend to  engage in such  activities,  the  Company  could  become  subject  to
regulation  under the  Investment  Company  Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the Company could be classified as an "investment company."

 The Company  intend to structure a merger or  acquisition  in such manner as to
minimize  Federal  and state tax  consequences  to the Company and to any target
company.

Employees

 The  Company's  only  employees  at the  present  time  are  its  officers  and
directors,  who will devote as much time as the Board of Directors  determine is
necessary to carry out the affairs of the Company. (See "Management").


                                                         6

<PAGE>



Item 2.   DESCRIPTION OF PROPERTY

 The Company rents an executive  suite on an as needed  basis.  The Company pays
its own  charges  for long  distance  telephone  calls and  other  miscellaneous
secretarial, photocopying and similar expenses.

Item 3.   LEGAL PROCEEDINGS

 Not Applicable.

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

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

                                                         7

<PAGE>



                                                      PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

         The Company's Common Stock has not traded.  As of March 31, 2002,
 there were 115 stockholders of
record.

Item 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

             The  Company  has been  recently  formed and has not engaged in any
operations other than  organizational  matters.  Its operating  deficit is being
founded by an officer and director.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The consolidated  financial statements of the Company required to be
            included in Item 7 are set forth in the Financial  Statements Index.
            Its operating deficit is being funded by an officer and director.

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

            Not Applicable.

                                                         8

<PAGE>



                                                     PART III

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

Directors and Executive Officers

            The members of the Board of Directors of the Company serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected. The officers serve at the pleasure of the Board of Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.

            Jehu Hand has been  President and Secretary of the Company since its
inception and Chief  Financial  Officer since January 1, 1995. Mr. Hand has been
engaged in corporate and  securities  law practice and has been a partner of the
law  firm  of  Hand &  Hand  since  1992.  Hand  &  Hand  incorporated  as a law
corporation  in May 1994.  From  January  1992 to December  1992 he was the Vice
President-Corporate  Counsel and  Secretary of Laser Medical  Technology,  Inc.,
which designs, manufactures and markets dental lasers and endodontics equipment.
He was a director of Laser  Medical from February  1992 to February  1993.  From
January  to  October,  1992 Mr.  Hand was Of  Counsel  to the Law Firm of Lewis,
D'Amato,  Brisbois  &  Bisgaard.  From  January  1991 to  January  1992 he was a
shareholder of McKittrick,  Jackson,  DeMarco & Peckenpaugh,  a law corporation.
From January to December 1990 he was a partner of Day,  Campbell & Hand, and was
an associate of its  predecessor  law firm from July 1986 to December 1989. From
1984 to June 1986 Mr. Hand was an associate attorney with Schwartz, Kelm, Warren
&  Rubenstein  in  Columbus,  Ohio.  Jehu  Hand  received  a J.D.  from New York
University School of Law and a B.A. from Brigham Young University.  He is also a
director of Albion Aviation and Myercom, Inc.

Conflicts of Interest

            Certain  conflicts of interest now exist and will  continue to exist
between the Company and its officers and directors due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

            Certain  conflicts of interest may exist between the Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may, subject to applicable rules
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.

            The Company has no arrangement,  understanding or intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.

            The  Company,   by   resolution   of  its  Board  of  Directors  and
stockholders,  adopted a 1992 Stock Option Plan (the "Plan") on May 4, 1992. The
Plan  enables the Company to offer an  incentive  based  compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

            In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted stock.

                                                         9

<PAGE>



A total of 2,000,000 shares are authorized for issuance under the Plan, of which
20,000 shares are issuable  under options  granted to an officer and director at
$.50 per share,  and 20,000  shares are issuable to the same  individual at $.01
per share,  both  exercisable  until May 4, 1998. The Company does not intend to
grant  additional  options until such time as a merger or  acquisition  has been
consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.

            Any shares  which are  subject to an award but are not used  because
the terms and  conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

            Stock  options  may be granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

            Stock options may be exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

            Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

            Stock appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.


                                                        10

<PAGE>



Item 10. EXECUTIVE COMPENSATION

            No  compensation  is paid or  anticipated  to be paid by the Company
until an acquisition is made.

            On acquisition  of a business  opportunity,  current  management may
resign and be  replaced  by persons  associated  with the  business  opportunity
acquired,  particularly if the Company participates in a business opportunity by
effecting a reorganization,  merger or  consolidation.  If any member of current
management  remains after  effecting a business  opportunity  acquisition,  that
member's time  commitment will likely be adjusted based on the nature and method
of the  acquisition  and  location of the business  which  cannot be  predicted.
Compensation of management will be determined by the new board of directors, and
shareholders  of the Company will not have the opportunity to vote on or approve
such compensation.

            Directors  currently  receive no  compensation  for their  duties as
directors.

Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following table sets forth information relating to the beneficial
ownership of Company  common stock by those  persons  beneficially  holding more
than 5% of the Company capital stock,  by the Company's  directors and executive
officers,  and by all of the Company's  directors  and  executive  officers as a
group, as of March 31, 2002.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>                   <C>                          <C>                                <C>
            Jehu Hand (1)(2)                       2368,250                           42.3%

            Kimberly Peterson (2)(3)              1,500,000                           70.2%

            All officers and
            directors as a group
            (1 person) (1)                          368,250                           42.3%
</TABLE>

         (1)      Includes 233,250 shares of common stock issuable upon
 conversion of a promissory note.
         (2)      The address of such person is care of the Company.
         (3)      Includes 1,500,000 shares of common stock issuable upon
conversion of a promissory note.


                                                        11

<PAGE>



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In connection  with organizing the Company,  persons  consisting of its
officers,  directors, and other individuals paid an aggregate of $500 in cash to
purchase a total of 600,000  shares of Common Stock at an average sales price of
$.00083 per share.  In April 1993  Messrs.  Hand and Anderson  also  contributed
$500.00 to the Company as a contribution to capital.  Under Rule 405 promulgated
under the Securities Act of 1933, Messrs.  Hand and Anderson may be deemed to be
promoters of the Company.  No other persons are known to Management  which would
be deemed to be promoters.

         An officer and a shareholder of the  Corporation  has advanced  certain
expenses on behalf of the Company.  As of March 31, 2002 and 2001 such  expenses
totalled  $2,532 and  $2,054.  On April 1, 1995 the  Company  gave the officer a
demand  promissory note for $326 convertible into 155,500 shares of common stock
at the  officer's  option.  On March 31, 2000 the Company gave a  shareholder  a
demand  promissory note for $1,000  convertible  into 1,000,000 shares of common
stock. Both notes bear interest at 4%.


                                                        12

<PAGE>



                                                      PART IV


Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

       (a) Exhibits.  The following exhibits of the Company are included herein.

    Exhibit No.            Document Description

        3.                 Certificate of Incorporation and Bylaws

                           3.1.     Articles of Incorporation(1)
                           3.2      Bylaws(1)

         10.               Material Contracts

                           10.1.    1992 Stock Option Plan(1)
                           10.2     Stock Option Agreement with Jehu Hand(1)
                           10.3     Stock Option Agreement with Eric Anderson(1)
                           10.4     Stock Option Agreement with Jehu Hand(2)
                   10.5     Demand Convertible Promissory Note to Jehu Hand(2)
                           10.6     Demand Convertible Promissory Note to
 Kimberly Peterson, March 31, 2000(3)

(1)      Incorporated by reference to such exhibit as filed with the Company's
 registration statement on Form 10-SB,
         File No. 0-23504.
(2)      Incorporated by reference to the Company's 1996 Annual Report.
(3)      Incorporated by reference to the Company's 2000 Annual Report.

         (b)               Reports on Form 8-K.

                           Not Applicable.

Item 14.          Controls and Procedures

         (a)  Evaluation of disclosure  controls and  procedures.  The Company's
         principal executive officer and its principal financial officer,  based
         on their evaluation of the Company's disclosure controls and procedures
         (as defined in  Exchange  Act Rules  13a-14(c)  and 15d -14 (c) as of a
         date within 90 days prior to the filing of this  Annual  Report on Form
         10KSB,  have  concluded  that the  Company's  disclosure  controls  and
         procedures are adequate and effective for the purposes set forth in the
         definition in Exchange Act rules.

         (b) Changes in internal controls.  There were no significant changes in
         the  Company's  internal  controls  or  in  other  factors  that  could
         significantly  affect the Company's internal controls subsequent to the
         date of their evaluation.



<PAGE>



                                                        13

<PAGE>


                                                    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 on October 31, 2002.


                                                 HELSINKI CAPITAL PARTNERS, INC.


                                                           By:    /s/ Jehu Hand
                                                                  Jehu Hand
                                                                  President

        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 on October 31, 2002.



By:     /s/ Jehu Hand President, Secretary, Chief Financial Officer and Director
        Jehu Hand

                                                        14

<PAGE>
                                                  CERTIFICATIONS

I, Jehu Hand, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB of Helsinki Capital
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;

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

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
efectiveness 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
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

         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;
and

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.

Date: November 25, 2002

/s/ Jehu Hand
Jehu Hand
President and Chief Executive Officer


<PAGE>




 HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                              FINANCIAL STATEMENTS

                             MARCH 31, 2002 AND 2001





























<PAGE>

<TABLE>
<CAPTION>

                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]




                                    CONTENTS

                                                                                                        PAGE

<S>                                                                                                           <C>
               --     Independent Auditors' Report                                                            1


              --     Balance Sheets, March 31, 2002 and 2001                                                 2


               --     Statements of Operations, for the years
                         ended March 31, 2002 and 2001 and
                         from inception on May 4, 1992 through
                         March 31, 2002                                                                      3

                      Statement of Stockholders' Equity (Deficit),
                         from inception on May 4, 1992 through
                         March 31, 2002                                                                      4


               --     Statements of Cash Flows, for the years
                         ended March 31, 2002 and 2001 and
                         from inception on May 4, 1992 through
                         March 31, 2002                                                                      5


              --     Notes to Financial Statements                                                      6 - 10
</TABLE>


<PAGE>



                                                       - 2 -












                                           INDEPENDENT AUDITORS' REPORT



Board of Directors
HELSINKI CAPITAL PARTNERS, INC.
Dana Point, California

We have audited the accompanying  balance sheets of Helsinki  Capital  Partners,
Inc. [a  development  stage company] at March 31, 2002 and 2001, and the related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years ended March 31, 2002 and 2001 and for the period from  inception on May 4,
1992 through March 31, 2002. These financial  statements are the  responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

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

In our opinion,  the financial  statements  audited by us present fairly, in all
material respects, the financial position of Helsinki Capital Partners,  Inc. [a
development stage company] as of March 31, 2002 and 2001, and the results of its
operations  and its cash flows for the years  ended  March 31, 2002 and 2001 and
for the  period  from  inception  on May 4,  1992  through  March 31,  2002,  in
conformity with generally accepted accounting principles in the United States of
America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 5 to the  financial
statements, the Company has current liabilities in excess of current assets, has
no on-going  operations  and has  incurred  losses  since its  inception.  These
factors  raise  substantial  doubt  about its  ability  to  continue  as a going
concern.  Management's  plans in regards to these matters are also  described in
Note 5. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of these uncertainties.


PRITCHETT, SILER & HARDY, P.C.

September 25, 2002
Salt Lake City, Utah


<PAGE>
<TABLE>
<CAPTION>


                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                                 BALANCE SHEETS


                                     ASSETS

                                                                                           March 31,
                                                                                           ------------------------
                                                                                  2002                 2001
                                                                                 ------------          ------------
CURRENT ASSETS:
<S>                                                                        <C>                   <C>
     Cash                                                                  $                -    $                -
                                                                                 ------------          ------------
               Total Current Assets                                                         -                     -
                                                                                 ------------          ------------
                                                                                            -                     -
                                                                                 ------------          ------------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
     Accounts payable                                                      $              439    $              408
     Advances from a related party                                                      2,532                 2,054
     Accrued interest payable - related party                                             158                   105
     Convertible notes payable - related party                                          1,326                 1,326
                                                                                 ------------          ------------
               Total Current Liabilities                                                4,455                 3,893
                                                                                 ------------          ------------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value,
       1,000,000 shares authorized,
       no shares issued and outstanding                                                     -                     -
     Common stock, $.001 par value,
       20,000,000 shares authorized,
       636,900 shares issued and
       outstanding                                                                        637                   637
     Capital in excess of par value                                                       609                   609
     Deficit accumulated during the
       development stage                                                               (5,701)               (5,139)
                                                                                 ------------          ------------
               Total Stockholders' Equity (Deficit)                                    (4,455)               (3,893)
                                                                                 ------------          ------------
                                                                           $                -    $                -
                                                                                 ------------          ------------





</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>

                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                            STATEMENTS OF OPERATIONS


                                                                             For the Year           From Inception
                                                                            Ended March 31,          on May 4,1992
                                                                            _____________________       Through
                                                                         2002           2001        March 31, 2002
                                                                       -----------    -----------      ------------
<S>                                                                  <C>            <C>            <C>
REVENUE                                                              $           -  $           -  $              -
                                                                       -----------    -----------      ------------
OPERATING EXPENSES:
     General and administrative                                                509            731             5,272
     Amortization                                                                -              -               271
                                                                       -----------    -----------      ------------
               Total Operating Expenses                                        509            731             5,543
                                                                       -----------    -----------      ------------
LOSS BEFORE OTHER EXPENSE                                                     (509)          (731)           (5,543)

OTHER EXPENSE:
     Interest expense - related party                                          (53)           (53)             (158)
                                                                       -----------    -----------      ------------
LOSS BEFORE INCOME TAXES                                                      (562)          (784)           (5,701)

CURRENT TAX EXPENSE                                                              -              -                 -

DEFERRED TAX EXPENSE                                                             -              -                 -
                                                                       -----------    -----------      ------------

NET LOSS       $                                                             (562)       $  (784)       $  (5,701)
                                                                       -----------    -----------      ------------

LOSS PER COMMON SHARE                                                $      (.00)   $       (.00)  $         (.01)
                                                                       -----------    -----------      ------------



</TABLE>
















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


<PAGE>

<TABLE>
<CAPTION>

                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                    FROM THE DATE OF INCEPTION ON MAY 4, 1992

                             THROUGH MARCH 31, 2002


                                                                                                             Deficit
                                                                                                           Accumulated
                                                Preferred Stock           Common Stock       Capital in    During the
                                                __________________      __________________    Excess of    Development
                                               Shares      Amount      Shares      Amount     Par Value       Stage
                                             ----------   --------    ----------  --------    ----------   ------------
<S>          <C>                             <C>          <C>                     <C>        <C>          <C>
BALANCE, May 4, 1992                                  -   $      -             -  $      -   $         -  $           -

Issued 600,000 shares of common stock for
  cash of $500, or $.0008333 per share,
  May 1992                                            -          -       600,000       600          (100)             -

Net loss for the period ended March 31, 1993          -          -             -         -             -           (270)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 1993                               -          -       600,000       600          (100)          (270)

Capital contributed by a shareholder,
  April 1993                                          -          -             -         -           500              -

Issued 36,900 shares of common stock for
  cash of $246, or $.00667 per share,
  October 1993                                        -          -        36,900        37           209              -

Net loss for the year ended March 31, 1994            -          -             -         -             -           (857)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 1994                               -          -       636,900       637           609         (1,127)

Net loss for the year ended March 31, 1995            -          -             -         -             -         (1,361)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 1995                               -          -       636,900       637           609         (2,488)

Net loss for the year ended March 31, 1996            -          -             -         -             -           (359)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 1996                               -          -       636,900       637           609         (2,847)

Net loss for the year ended March 31, 1997            -          -             -         -             -           (198)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 1997                               -          -       636,900       637           609         (3,045)

Net loss for the year ended March 31, 1998            -          -             -         -             -           (129)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 1998                               -          -       636,900       637           609         (3,174)

Net loss for the year ended March 31, 1999            -          -             -         -             -           (302)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 1999                               -          -       636,900       637           609         (3,476)

Net loss for the year ended March 31, 2000            -          -             -         -             -           (879)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 2000                               -          -       636,900       637           609         (4,355)

Net loss for the year ended March 31, 2001            -          -             -         -             -           (784)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 2001                               -          -       636,900       637           609         (5,139)

Net loss for the year ended March 31, 2002            -          -             -         -             -           (562)
                                             ----------   --------    ----------  --------    ----------   ------------
BALANCE, March 31, 2002                               -   $      -       636,900  $    637   $       609  $      (5,701)
                                             ----------   --------    ----------  --------    ----------   ------------
</TABLE>

                       The  accompanying  notes  are an  integral  part  of this
financial statement.


<PAGE>

<TABLE>
<CAPTION>

                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS


                                                                             For the Year           From Inception
                                                                            Ended March 31,          on May 4,1992
                                                                            _____________________       Through
                                                                         2002           2001        March 31, 2002
                                                                       -----------    -----------      ------------
Cash Flows From Operating Activities:
<S>                                                                  <C>            <C>            <C>
     Net loss                                                        $        (562) $        (784) $         (5,701)
     Adjustments to reconcile net loss to net cash used
       by operating activities:
        Amortization                                                             -              -               271
        Changes in assets and liabilities:
           Decrease in prepaid expenses                                          -            120                 -
           Increase in accounts payable                                         31            408               439
           Increase in accrued interest payable - related party                 53             53               158
                                                                       -----------    -----------      ------------
               Net Cash (Used) by Operating Activities                        (478)          (203)           (4,833)
                                                                       -----------    -----------      ------------
Cash Flows From Investing Activities:
     Payment of organization costs                                               -              -              (271)
                                                                       -----------    -----------      ------------
               Net Cash (Used) by Investing Activities                           -              -              (271)
                                                                       -----------    -----------      ------------
Cash Flows From Financing Activities:
     Proceeds from issuance of common stock                                      -              -               746
     Capital contributions                                                       -              -               500
     Advances from a related party                                             478            203             3,858
                                                                       -----------    -----------      ------------
               Net Cash Provided by Financing Activities                       478            203             5,104
                                                                       -----------    -----------      ------------
Net Increase (Decrease) in Cash                                                  -              -                 -

Cash at Beginning of the Year                                                    -              -                 -
                                                                       -----------    -----------      ------------
Cash at End of the Year                                              $           -  $           -  $              -
                                                                       -----------    -----------      ------------
Supplemental Disclosures of Cash Flow Information:
     Cash paid during the period for:
       Interest                                                      $           -  $           -  $              -
       Income taxes                                                  $           -  $           -  $              -
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:

     From the year ended March 31, 2002:
         None
     From the year ended March 31, 2001:
         None
     From inception on May 4, 1992 through March 31, 2002:
         On March 31, 2000, the Company  extended $1,000 of advances from a
related party into a new  convertible  note
         payable.

         On April 1, 1996,  the Company  extended  $326 of advances from a
related  party into a new  convertible  note
         payable.

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


<PAGE>


                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  -  Helsinki  Capital  Partners,   Inc.  ("the  Company")  was
     organized  under the laws of the State of  Delaware  on May 4, 1992 for the
     purpose of seeking out business opportunities,  including acquisitions. The
     Company is considered a  development  stage company as defined in Statement
     of Financial Accounting Standards No. 7. The Company will be very dependent
     on  the  skills,  talents  and  abilities  of  management  to  successfully
     implement its business plan.  Due to the Company's  lack of capital,  it is
     likely  that the Company  will not be able to compete  with larger and more
     experienced  entities for business  opportunities  which are lower risk and
     are more attractive for such entities.  Business opportunities in which the
     Company may participate will likely be highly risky and speculative.  Since
     inception,  the Company's  activities  have been limited to  organizational
     matters.  The Company has, at the present time,  not paid any dividends and
     any dividends that may be paid in the future will depend upon the financial
     requirements of the Company and other relevant factors.

     Fiscal Year - The Company's fiscal year-end is March 31st.

     Cash and Cash  Equivalents  - The Company  considers all highly liquid debt
     investments  purchased  with a maturity of three  months or less to be cash
     equivalents.

     Loss Per Share - The computation of loss per share is based on the weighted
     average  number  of shares  outstanding  during  the  period  presented  in
     accordance  with Statement of Financial  Accounting  Standards No. 128 [See
     Note 6].

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally  accepted  accounting  principles in the United
     States of America  requires  management to make  estimates and  assumptions
     that effect the reported amounts of assets and liabilities, the disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements,  and the reported  amounts of revenues and expenses  during the
     reporting  period.  Actual  results  could  differ from those  estimated by
     management.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
  Standards ("SFAS") No. 141, "Business
     Combinations",  SFAS No.  142,  "Goodwill  and Other  Intangible  Assets",
  SFAS No.  143,  "Accounting  for Asset
     Retirement Obligations",  SFAS No. 144, "Accounting for the Impairment or
 Disposal of Long-Lived Assets", SFAS No.
     145,  "Rescission  of FASB  Statements  No. 4, 44, and 64,  Amendment  of
FASB  Statement  No.  13, and  Technical
     Corrections",  SFAS No. 146, "Accounting for Costs Associated with Exit or
 Disposal Activities", and SFAS No. 147,
     "Acquisitions  of  Certain  Financial  Institutions  - an  Amendment  of
 FASB  Statements  No. 72 and 144 and FASB
     Interpretation  No. 9", were  recently  issued.  SFAS No. 141,  142,  143,
  144,  145, 146 and 147 have no current
     applicability to the Company or their effect on the financial statements
 would not have been significant.

     Reclassification  - The financial  statements  for years prior to March 31,
     2002 have been reclassified to conform to the headings and  classifications
     used in the March 31, 2002 financial statements.

     Restatement  - In August  2002,  the Company  effected a 1.5-for-1  forward
     stock split. The financial  statements have been restated,  for all periods
     presented, to reflect the stock split [See Note 7].


<PAGE>


                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK

     Preferred  Stock - The Company has authorized  1,000,000  shares of
 preferred  stock,  $.001 par value,  with such
     rights,  preferences and designations and to be issued in such series as
determined by the Board of Directors.  No
     shares are issued and outstanding at March 31, 2002 and 2001.

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with  a  par  value  of  $.001.   In  May  1992,  in  connection  with  its
     organization,   the  Company   issued  600,000  shares  of  its  previously
     authorized  but unissued  common stock.  The shares were issued for cash of
     $600 (or $.0008333 per share).

     In  October  1993,  the  Company  issued  36,900  shares of its  previously
     authorized  but unissued  common stock.  The shares were issued for cash of
     $246 (or $.00667 per share).

     Capital  Contribution  - In  April  1993,  a  shareholder  of  the  Company
     contributed  $500 to the Company.  This has been accounted for as a capital
     contribution.

     Stock  Options - On May 4,  1992,  the Board of  Directors  of the  Company
     authorized the granting of 20,000 non-qualified  options to purchase common
     stock   at  $.50  per   share   through   May  4,   1997  to  each  of  two
     officers/directors  of the Company  under the 1992 Stock  Option  Plan.  No
     Compensation  cost was  recognized for the stock options under APB 25 since
     the market value of the  Company's  common stock was less than the exercise
     price of the  options  on the date of  grant.  None of the  40,000  options
     granted were exercised and all 40,000 options expired in 1997.

     Stock  Option Plan - On May 4, 1992,  the Board of Directors of the Company
     adopted, and the stockholders at that time approved,  the 1992 Stock Option
     Plan ("the  Plan").  The Plan  provides for the granting of awards of up to
     2,000,000  shares  of  common  stock  to  officers,  directors,   advisors,
     employees and employees of companies that do business with the Company. The
     Plan provides for  administration  by an option committee which consists of
     two or more members of the Board of  Directors  of the Company.  The awards
     can consist of non-qualified or incentive stock options, stock appreciation
     rights and restricted stock awards.  Non-qualified stock options may not be
     granted  with an exercise  price that is less than 85% of the fair value of
     the stock on the date of the  grant.  Incentive  stock  options  may not be
     granted  with an  exercise  price  that is less than the fair  value of the
     stock on the date of the grant or less  than 110% of the fair  value if the
     recipient of the grant holds at least 10% of the Company's common stock. At
     March  31,  2002,  total  awards  available  to be  granted  under the Plan
     amounted to 2,000,000 shares. The Plan subsequently expired [See Note 7].

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating loss or tax credit carryforwards.  At March 31, 2002, the Company
     has available unused operating loss carryforwards of approximately  $5,700,
     which may be applied  against  future  taxable  income and which  expire in
     various years through 2023.


<PAGE>


                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INCOME TAXES [Continued]

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the  Company and other  future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization of the loss  carryforwards,  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately  $850 and $770 as of March 31,  2002 and 2001,  respectively,
     with an offsetting  valuation  allowance of the same amount  resulting in a
     change in the  valuation  allowance  of  approximately  $80 during the year
     ended March 31, 2002.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Advances - As of March 31,  2002 and 2001,  an  officer/shareholder  of the
     Company has paid  expenses  totaling  $2,532 and $2,054,  respectively,  on
     behalf of the Company. The advances are due on demand and bear no interest.

     Convertible  Notes Payable - On April 1, 1996, the Company extended $326 of
     advances from a related party into a new convertible note payable. The note
     accrues  interest at 4% per annum and is  convertible  into common stock at
     $.000667  per share.  At March 31, 2002 and 2001,  accrued  interest on the
     note amounted to $78 and $65, respectively.  The note was due April 1, 1998
     but was subsequently converted into common stock [See Note 7].

     On March 31, 2000, the Company  extended  $1,000 of advances from a related
     party into a new convertible note payable.  The note accrues interest at 4%
     per annum and is  convertible  into common stock at $.000667 per share.  At
     March 31, 2002 and 2001,  accrued  interest on the note amounted to $80 and
     40,  respectively.  The note was due  March 31,  2002 but was  subsequently
     converted into common stock [See Note 7].

     Management  Compensation - The Company has not paid any compensation to its
officers and directors.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the Company is allowing the Company to use his home
     as a mailing address, as needed, at no expense to the Company.


<PAGE>


                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted  accounting  principles in the United States of America,
     which contemplate continuation of the Company as a going concern.  However,
     the Company has current  liabilities  in excess of current  assets,  has no
     on-going  operations  and has incurred  losses since its  inception.  These
     factors  raise  substantial  doubt  about the  ability  of the  Company  to
     continue as a going  concern.  In this regard,  management  is proposing to
     raise any necessary  additional  funds not provided by  operations  through
     loans or through  sales of its common stock or through a possible  business
     combination  with another  company.  There is no assurance that the Company
     will be successful in raising this  additional  capital or in  establishing
     profitable  operations.   The  financial  statements  do  not  include  any
     adjustments that might result from the outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

     The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>

                                                                             For the Year           From Inception
                                                                            Ended March 31,          on May 4,1992
                                                                            _____________________       Through
                                                                         2002           2001        March 31, 2002
                                                                       -----------    -----------      ------------
         Loss available to common shareholders
<S>                                                                  <C>            <C>            <C>
           (numerator)                                               $        (562) $        (784) $         (5,701)
                                                                       -----------    -----------      ------------
         Weighted average number of common shares
           outstanding used in loss per share during the
           period (denominator)                                            636,900        636,900           631,464

                                                                       -----------    -----------      ------------
</TABLE>

     Dilutive  loss per share was not  presented,  as the  Company had no common
     equivalent   shares  for  all  periods  presented  that  would  effect  the
     computation of diluted loss per share.

NOTE 7 - SUBSEQUENT EVENTS

     Expiration  of Stock  Option Plan - On May 4, 2002,  the 1992 Stock  Option
Plan expired.

     Exchange  Agreement - On August 31, 2002, the Company  acquired  SkyFrames,
     Inc. ("SkyFrames") pursuant to an Exchange Agreement signed August 3, 2002.
     The agreement  called for the Company to issue  8,500,000  shares of common
     stock for all 85,000 outstanding  shares of common stock of SkyFrames.  The
     agreement  also called for the Company to effect a 1.5-for-1  forward stock
     split.  The  financial  statements  have  been  restated,  for all  periods
     presented,  to reflect the stock split.  On August 31, 2002, as part of the
     agreement,  the Company  converted its two  convertible  notes payable into
     1,733,250  shares of common stock and $351 that the Company owed on the two
     convertible  notes payable was forgiven.  The  forgiveness  of the $351 has
     been  accounted  for as a capital  contribution  due to the  related  party
     nature of the notes.


<PAGE>


                         HELSINKI CAPITAL PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 7 - SUBSEQUENT EVENTS [Continued]

     Stock Issuance - On September 12, 2002, the Company issued 50,000 shares of
     its previously authorized but unissued common stock. The shares were issued
     for cash of $25,000 (or $.50 per share).

     Name  Change - On October  22,  2002,  the  Company  changed
 its name from  Helsinki  Capital  Partners,  Inc. to
     SkyFrames, Inc.