UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

**FORM 10-KSB**

| [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     |
|----------------------------------------------------------------------------------------|
| For the fiscal year ended **December 31, 2002**                                        |
|                                                                                        |
| [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to                                                      |

**Commission file number: 000-27739**

| **Platinum SuperYachts, Inc.**                                    |
|-------------------------------------------------------------------|
| (Exact name of small business issuer as specified in its charter) |
|                                                                   |
| Suite #1100 - 1200 W 73rd                                         |
| Vancouver, British Columbia V6P 6G5                               |
| (604) 264-8689                                                    |
| Address of Principal Executive Offices                            |

| Nevada                   |
|--------------------------|
| (State of incorporation) |

| 77-0517966                      |
|---------------------------------|
| (IRS Employer Identification #) |

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value$.001 per share 

[X] 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports, and (2) has been subject to such filingrequirements for the past 90 days. 

[ ] 

Check if disclosure of delinquent filers in response to Item 405 of Regulation SB isnot contained in this form, and no disclosure will be contained, to the best ofregistrant's knowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10KSB or any amendment to this Form 10-KSB. 

Issuer's revenues for its most recent fiscal year: $0 

The number of shares outstanding of the Registrant's common stock as of December 31,2002 was 24,858,365 

Transitional Small Business Disclosure Format: [ ] YES [ X ] NO 

I 

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Platinum SuperYachts, Inc. 

**Table of Contents**

| ***Description of Business***                                        | *3*  |
|----------------------------------------------------------------------|------|
| ***Description of Property***                                        | *3*  |
| ***Legal Proceedings***                                              | *4*  |
| ***Submission of Matters to a Vote of Security Holders***            | *4*  |
| ***Market for Common Equity and Related Stockholder Matters***       | *4*  |
| ***Management's Discussion and Analysis or Plan of Operations***     | *5*  |
| ***Financial Statements***                                           | *7*  |
| ***Changes In / Disagreements with Accountants Disclosure***         | *17* |
| ***Directors, Executive Officers, Promoters and Control Persons***   | *17* |
| ***Executive Compensation***                                         | *18* |
| ***Security Ownership of Certain Beneficial Owners and Management*** | *19* |
| ***Certain Relationships and Related Transactions***                 | *19* |
| ***Exhibits and Reports on Form 8-K***                               | *20* |
| ***Index to Exhibits and Reports***                                  | *20* |
| ***Controls and Procedures***                                        | *20* |
| ***Signatures***                                                     | *21* |
| ***Certification***                                                  | *22* |

II 

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Platinum SuperYachts, Inc. 

**Description of Business**

General 

Platinum SuperYachts, Inc. intends to maintain and grow an established customer baseand contacts, and utilize developed designs and technical layouts and rendering for themarketing and sales of luxury yachts in worldwide markets. Management is currentlydeveloping a plan to raise capital to develop the business plan. No commitments to providecontinued funding to the company have been confirmed as of the date of this report. 

Recent and continuing corporate activities undertaken to achieve participation in theluxury yacht market have included; the corporation's change of name to PlatinumSuperYachts, Inc.; and business and asset acquisition activities as pertaining toSuperYachts Holdings, Inc., a Nevada corporation, and PR Marine, a Florida corporation.The results of these activities are that the company has issued an additional 24,000,000common shares and own all of the outstanding shares of PR Marine, which will continue toexist as a wholly owned subsidiary of Platinum SuperYachts, Inc. 

Such acquisition and agreement undertakings are detailed in Platinum SuperYacht'sQuarterly Report on Form 10-QSB and exhibits thereto, filed with the Securities andExchange Commission on November 13, 2002. Such Quarterly Report and exhibits thereto areincorporated herein by reference. 

*SuperYachts Holding, Inc. Acquisition*

On November 15, 2002, the shareholders of Platinum SuperYachts, Inc. completed a stockexchange agreement with SuperYachts Holdings, Inc. dated August 8, 2002. In connectionwith the merger, SuperYachts Holdings issued 858,365 shares of common stock in exchangefor the assets and liabilities of Platinum SuperYachts, Inc. The merger was treated as arecapitalization; and, in connection with the recapitalization, the number of sharesoutstanding prior to the merger were restated to their post merger equivalents (increasedfrom 1,400,000 to 14,000,000). Upon final closure of the agreement, the separate existenceof SuperYachts Holdings, Inc. ceased with merger into Platinum SuperYachts, Inc. 

*PR Marine, Inc. Acquisition*

A Stock Purchase Agreement, dated as of August 12, 2002, as amended, was entered intoby and between SuperYachts Holdings, Inc. and the shareholders of PR Marine, Inc. aFlorida corporation. Whereas, SuperYachts Holdings, Inc. intended total acquisition of PRMarine by the closing date of the agreement of December 31, 2002. On November 15, 2002,the company issued 10,000,000 post-split restricted shares of the company for certainassets of PR Marine, Inc. 

Employees 

Currently, the company has three employees, the officers and directors of the company. 

**Description of Property**

As of December 31, 2002, all activities of Platinum SuperYachts, Inc. have beenconducted by corporate officers from their separate business offices. Currently, there areno outstanding debts owed by the company for the use of these facilities and there are nocommitments for future use of these facilities. 

3 

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Platinum SuperYachts, Inc. 

**Legal Proceedings**

As a part of the business and asset acquisition pertaining to PR Marine, a Floridacorporation, Platinum SuperYachts, Inc. received a Consent of Judgement issued on May 6,2002 in the circuit court of the 11th judicial circuit in and for Miami, DadaCounty, Florida; in the amount of $458,000 plus interest against Thanos Papalexis, NemesisEnterprises, Inc., a foreign corporation, and Privee International, Inc., a Floridacorporation. The company also received a promissory note from Mr. Thanos Papalexis in theamount of $200,000. 

The company believes that they will be able to collect on these notes, however, anallowance of $508,000 has been booked against the notes in these financial statements. Theallowance is made up of legal fees, amounts that the company will pay a boat builderarising from an oral agreement to pay upon collection of the amount in question, and anallowance for the amount that may not be collectable. 

**Submission of Matters to a Vote of Security Holders**

**Change of Name of Corporation**

The corporation's board of directors approved an amendment to our Articles ofIncorporation to change the name of the corporation from "Mentor On Call, Inc."to "Platinum SuperYachts, Inc." to more accurately reflect our proposed futurebusiness. The proposed "amendment" and "change of name" becameeffective upon receiving the approval from a majority of the holders of our common stock.A "definitive" Schedule 14C Information Statement was filed with the Securitiesand Exchange Commission on October 16, 2002. 

Platinum SuperYachts incorporates by reference the following: 

| Schedule 14C Information Statement (Definitive) filed October 16, 2002, |
|-------------------------------------------------------------------------|
| with attachment, Certificate of Amendment to Articles of Incorporation  |

The amendment received final approval from the stockholders by majority writtenconsent. 

**Market for Common Equity and Related Stockholder Matters**

Market Information 

Platinum SuperYachts, Inc. (formally known as Mentor On Call, Inc.) common stock islisted on the NASDAQ Bulletin Board under the symbol "PSUY". There is currentlyno established trading market for Platinum SuperYachts' common stock. 

The quotations provided are for the over the counter market which reflect interdealerprices without retail mark-up, mark-down or commissions, and may not represent actualtransactions. The bid prices included below have been obtained from sources believed to bereliable: 

| Period Ending | High  | Low   |
|---------------|-------|-------|
| June 25, 2003 | $2.00 | $1.90 |

Holders 

Platinum SuperYachts, Inc. had 24,858,365 shares of common stock issued and outstandingas of December 31, 2002, which were held by approximately 42 shareholders. 

4 

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Platinum SuperYachts, Inc. 

Recent Issuance of Securities 

On November 15, 2002, the shareholders of Platinum SuperYachts, Inc. completed a stockexchange agreement with SuperYachts Holdings, Inc. dated August 8, 2002. In connectionwith the merger, SuperYachts Holdings issued 858,365 shares of common stock in exchangefor the assets and liabilities of Platinum SuperYachts, Inc. The merger was treated as arecapitalization; and, in connection with the recapitalization, the number of sharesoutstanding prior to the merger were restated to their post merger equivalents (increasedfrom 1,400,000 to 14,000,000). Upon final closure of the agreement, the separate existenceof SuperYachts Holdings, Inc. ceased with merger into Platinum SuperYachts, Inc. 

On November 15, 2002, the company issued 10,000,000 post-split restricted shares of thecompany for certain assets of PR Marine, Inc. 

Dividend Policy 

Platinum SuperYachts, Inc. has not paid a cash dividend on its common stock in the past12 months. The company does not anticipate paying any cash dividends on its common stockin the next 12 month period. Management anticipates that earnings, if any, will beretained to fund the company's working capital needs and the implementation of itsbusiness plan. The payment of any dividends is at the discretion of the Board ofDirectors. 

On November 15, 2002, the shareholders of Platinum SuperYachts, Inc. completed a stockexchange agreement with SuperYachts Holdings, Inc. The merger was treated as arecapitalization; and, in connection with the recapitalization, the number of sharesoutstanding prior to the merger were restated to their post merger equivalents (increasedfrom 1,400,000 to 14,000,000). Upon final closure of the agreement, the separate existenceof SuperYachts Holdings, Inc. ceased with merger into Platinum SuperYachts, Inc. 

**Management's Discussion and Analysis or Plan of Operations**

Overview 

Platinum SuperYachts, Inc. intends to maintain and grow an established customer baseand contacts, and utilize developed designs and technical layouts and rendering for themarketing and sales of luxury yachts in worldwide markets. Platinum SuperYachts' willdesign, construct, sale, resale, and service yachts. The company's core business will bethe building of yachts of 80 to 200 feet in length. Platinum SuperYachts will hiresubcontractors on a per job basis for the construction of each vessel. 

As of December 31, 2002, Platinum SuperYachts is in the development stage and has notcommenced planned principal operations. As a development stage company, PlatinumSuperYachts has had recurring losses during this phase of its operations. Management iscurrently developing a plan to raise capital to develop the business plan. No commitmentsto provide funding to the company have been confirmed as of the date of this report. 

Financial Condition and Results of Operations 

For the fiscal year 2002, the company had general and administrative expenses of$65,626 and interest expenses of $12, resulting in a net loss from operations of $65,638for the period. 

Liquidity and Capital Resources 

>From inception (August 23, 2002) the company has received $1,400 from stock issuedat inception and has used $1,012 in operating activities, resulting in cash and cashequivalents at the end of this reporting period of $388. 

5 

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Platinum SuperYachts, Inc. 

Forward-Looking Statements 

Certain statements concerning the Company's plans and intentions included herein mayconstitute forward-looking statements for purposes of the Securities Litigation Reform Actof 1995 for which the Company claims a safe harbor under that Act. There are a number offactors that may affect the future results of the Company, including, but not limited to,(a) the ability of the company to obtain additional funding for operations, (b) thecontinued availability of management to develop the business plan and (c) successfuldevelopment and market acceptance of the company’s products. 

6 

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| **Platinum SuperYachts, Inc.**                                        |       |
|-----------------------------------------------------------------------|-------|
| **Financial Statements**                                              |       |
|                                                                       |       |
| Balance Sheets as of December 31, 2002                                |       |
| Statement of Operations, Stockholder's Equity, and Cash Flows         |
| for the period from inception (August 23, 2002) too December 31, 2002 |
|                                                                       |       |
| Contents                                                              |       |
|                                                                       | Page  |
| Independent Auditor's Report                                          | 8     |
| Financial Statements                                                  |       |
| Balance Sheets                                                        | 9     |
| Statement of Operations                                               | 10    |
| Statement of Stockholders’ Equity                                | 11    |
| Statement of Cash Flows                                               | 12    |
| Notes to Financial Statements                                         | 13-16 |

7 

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**Independent Auditor's Report**

| Platinum SuperYachts, Inc.      |
|---------------------------------|
| (formerly Mentor On Call, Inc.) |
| (A Development Stage Company)   |

We have audited the accompanying balance sheets of Platinum SuperYachts, Inc. (formerlyMentor On Call, Inc.) (a development stage company) as of December 31, 2002, and therelated statements of operations, cash flows for the period from August 23, 2002(inception) to December 31, 2002, and the statement of stockholders' equity for the periodfrom August 23, 2002 (inception) to December 31, 2002. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion onthese financial statements based on our audits. 

We conducted our audits in accordance with auditing standards generally accepted in theUnited States. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessingaccounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Platinum SuperYachts, Inc. (formerly MentorOn Call, Inc.) (a development stage company) as of December 31, 2002, and the results ofits operations and its cash flows for the period from August 23, 2002 (inception) toDecember 31, 2002 in conformity with accounting principles generally accepted in theUnited States of America. The accompanying financial statements have been preparedassuming that the Company will continue as a going concern. As discussed in Note 4 to thefinancial statements, the Company has suffered recurring losses from operations and has anet capital deficiency that raise substantial doubt about its ability to continue as agoing concern. Management's plan in regard to these matters are also described in Note 4.The financial statements do not include any adjustments that might result from the outcomeof this uncertainty. 

| Respectfully submitted       |
|------------------------------|
|                              |
|                              |
| Certified Public Accountants |

| Robison, Hill & Co. |
|-------------------------|
| Salt Lake City, Utah    |
| June 24, 2003           |

8 

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| PLATINUM SUPERYACHTS, INC.    |
|-------------------------------|
| (A Development Stage Company) |

**BALANCE SHEETS**

|                                              | **December 31,** |
|----------------------------------------------|------------------|
|                                              | **2002**         |
| **Assets**                                   |                  |  |
| Current Assets:                              |                  |  |
| Cash & Cash Equivalents                  | $                | 333 |
| Notes Receivable                             |                  | 150,000 |
| Supplies                                     | 35,000           |
| Total Current Assets                         |                  | 185,333 |
| Fixed Assets                                 |                  |  |
| Fixed Assets                                 |                  | 163,000 |
| Less Accumulated Depreciation                | (3,881)          |
| Total Fixed Assets                           |                  | 159,119 |
| Other Assets                                 |                  |  |
| Intangible Assets                            |                  | 1,895,001 |
| Less Accumulated Amortization                | (41,845)         |
| Total Other Assets                           | 1,853,156        |
|                                              |                  |  |
| Total Assets                                 | $ 2,197,608      |
|                                              |                  |  |
|                                              |                  |  |
| **Liabilities and Stockholders' Equity**     |                  |  |
| Current Liabilities                          |                  |  |
| Accounts payable                             | $ 77,648         |
| Total Liabilities                            |                  | 77,648 |
| Stockholders' Equity                         |                  |  |
| Common Stock, $.001 par value                |                  |  |
| Authorized 100,000,000 shares;               |                  |  |
| Issued and outstanding 24,858,365            |                  |  |
| at December 31, 2002                         |                  | 24,858 |
| Paid-In Capital                              |                  | 2,160,740 |
| Retained Deficit                             |                  | - |
| Deficit Accumulated During Development Stage | (65,638)         |
| Total Stockholders' Equity                   |                  | 2,119,960 |
| Total Liabilities and Stockholders' Equity   | $ 2,197,608      |

The accompanying notes are an integral part of these financialstatements. 

9 

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| PLATINUM SUPERYACHTS, INC.    |
|-------------------------------|
| (A Development Stage Company) |

**STATEMENTS OF OPERATIONS**

|                                  | **For the period**   | **Cumulative since** |
|----------------------------------|----------------------|----------------------|
|                                  | **from**             | **August 23, 2002**  |
|                                  | **August 23, 2002**  | **inception of**     |
|                                  | **to**               | **development**      |
|                                  | **December 31,2002** | **stage**            |
| Revenues                         | $ -                  | $ -                  |
|                                  |                      |                      |
| Expenses:                        |                      |                      |
| General and Administrative       | 65,626               | 65,626               |
|                                  |                      |                      |
| Net Operating Loss               | (65,626)             | (65,626)             |
|                                  |                      |                      |
| Other Income (Expenses)          |                      |                      |
| Interest, Net                    | (12)                 | (12)                 |
|                                  |                      |                      |
| Net Loss                         | $ (65,638)           | $ (65,638)           |
|                                  |                      |                      |
| Basic and Diluted Loss per Share | $ (0.00)             |                      |
| Weighted Average Shares          | 17,842,191           |                      |

The accompanying notes are an integral part of these financialstatements. 

10 

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| PLATINUM SUPERYACHTS, INC.    |
|-------------------------------|
| (A Development Stage Company) |

**STATEMENT OF STOCKHOLDERS' EQUITY**

|                                             |                  |               |             |             |            |              |                 | **Deficit**         |
|---------------------------------------------|------------------|---------------|-------------|-------------|------------|--------------|-----------------|---------------------|
|                                             |                  |               |             |             |            |              |                 | **Accumulated**     |
|                                             |                  |               |             |             |            |              |                 | **Since**           |
|                                             |                  |               |             |             |            |              |                 | **August 23, 2002** |
|                                             |                  |               |             |             |            |              |                 | **Inception of**    |
|                                             | **Common Stock** |               |             | **Paid-in** |            | **Retained** | **Development** |
|                                             | **Shares**       | **Par Value** | **Capital** | **Deficit** | **Stage**  |
|                                             |                  |               |             |             |            |              |                 |                     |
| **Balance - August 23, 2002**               | 14,000,000       | $             | 14,000      | $           | -          | $            | -               | $ -                 |
|                                             |                  |               |             |             |            |              |                 |                     |
| Issued stock in asset acquisition agreement | 10,000,000       |               | 10,000      |             | 2,233,000  |              | -               | -                   |
|                                             |                  |               |             |             |            |              |                 |                     |
| Issued stock in association with            |                  |               |             |             |            |              |                 |                     |
| plan of reorganization                      | 858,365          |               | 858         |             | (72,260)   |              | -               | -                   |
| Net Loss                                    | -                | -             | -           | -           | (65,638)   |
| **Balance - December 31, 2002**             | 24,858,365       | $ 24,858      | $ 2,160,740 | $ -         | $ (65,638) |

The accompanying notes are an integral part of these financialstatements. 

11 

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| PLATINUM SUPERYACHTS, INC.    |
|-------------------------------|
| (A Development Stage Company) |

**STATEMENT OF CASH FLOWS**

|                                                      | **For the period**   | **Cumulative since** |
|------------------------------------------------------|----------------------|----------------------|
|                                                      |                      | **from**             | **August 23, 2002** |
|                                                      | **August 23, 2002**  |                      | **inception of** |
|                                                      |                      | **to**               |  | **development** |
|                                                      | **December 31,2002** | **stage**            |
| CASH FLOWS FROM OPERATING ACTIVITIES:                |                      |                      |  |  |
| Net Loss                                             | $                    | (65,638)             | $ | (65,638) |
| Adjustments to reconcile net income (loss)           |                      |                      |  |  |
| to net cash provided (used in) operating activities: |                      |                      |  |  |
| Depreciation and Amortization                        |                      | 45,726               |  | 45,726 |
| Stock issued for start up costs                      |                      | 12,600               |  | 12,600 |
| Increase (decrease) in accounts payable              | 6,300                | 6,300                |
| Net cash provided by (used in) operating activities  | (1,012)              | (1,012)              |
|                                                      |                      |                      |  |  |
| CASH FLOWS FROM INVESTING ACTIVITIES:                |                      |                      |  |  |
| Net cash provided by investing activities            | -                    | -                    |
|                                                      |                      |                      |  |  |
| CASH FLOWS FROM FINANCING ACTIVITIES:                |                      |                      |  |  |
| Stock issued at inception                            | 1,400                | 1,400                |
| Net cash provided by financing activities            | 1,400                | 1,400                |
|                                                      |                      |                      |  |  |
| Net (Decrease) Increase in Cash and Cash Equivalents |                      | 388                  |  | 388 |
| Cash and Cash Equivalents at Beginning of Period     | -                    | -                    |
| Cash and Cash Equivalents at End of Period           | $ 388                | $ 388                |
|                                                      |                      |                      |  |  |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION::   |                      |                      |  |  |
| Cash paid during the year for:                       |                      |                      |  |  |
| Interest                                             | $                    | 12                   | $ | 12 |
|                                                      |                      |                      |  |  |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH                  |                      |                      |  |  |
| INVESTING AND FINANCING ACTIVITIES:                  |                      |                      |  |  |
| Stock issued in plan of reorganization               | $                    | 858                  | $ | 858 |
| Stock issued in asset acquisition agreement          | $                    | 2,243,000            | $ | 2,243,00 |

The accompanying notes are an integral part of these financialstatements. 

12 

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| **Platinum SuperYachts, Inc.**                                         |
|------------------------------------------------------------------------|
| **(A Development Stage Company)**                                      |
| **Notes To Financial Statements**                                      |
| **(The period from August 23, 2002 (Inception) to December 31, 2002)** |

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

This summary of accounting policies for Platinum SuperYachts, Inc. (formerly Mentor OnCall, Inc.) is presented to assist in understanding the Company's financial statements.The accounting policies conform to generally accepted accounting principles and have beenconsistently applied in the preparation of the financial statements. 

Organization and Basis of Presentation 

The Company was incorporated under the laws of the State of Nevada on October 22, 1996under the name PSM Corp. The Company ceased all operating activities during the periodfrom October 22, 1996 to July 9, 1999 and was considered dormant. On July 9, 1999, theCompany obtained a Certificate of Renewal from the State of Nevada. On January 11, 2000,the Company changed its name to Mentor On Call, Inc. 

On October 3, 2002, the Company changed its name to Platinum SuperYachts, Inc. inanticipation of a merger with SuperYachts Holdings, Inc. (a Nevada corporation that wasincorporated on August 13, 2002). On November 15, 2002, the shareholders of PlatinumSuperYachts, Inc. completed a stock exchange agreement with SuperYachts Holdings, Inc.dated August 8, 2002. The merger was accounted for as a reverse merger, with SuperYachtsHoldings, Inc. being treated as the acquiring entity for financial reporting purposes. Inconnection with this merger, SuperYachts Holdings issued 858,365 shares of common stock(100%) in exchange for the assets and liabilities of Platinum SuperYachts, Inc. (formerlyMentor On Call, Inc.). 

For financial reporting purposes, Platinum SuperYachts, Inc. was considered a newreporting entity on November 15, 2002. The accompanying financial statements reflect theoperations of SuperYachts Holdings for the period from August 23, 2002 (inception) toDecember 31, 2002. The purchase price was allocated to the assets and liabilities at theirfair value. 

The merger was recorded as a recapitalization. In connection with thisrecapitalization, the number of shares outstanding prior to the merger have been restatedto their post merger equivalents (increased from 1,400,000 to 14,000,000). All referencesin the accompanying financial statements to the number of common shares and per-shareamounts for 2002 have been restated to reflect the equivalent number of post mergershares. 

As of December 31, 2002, the Company is in the development stage, and has not commencedplanned principal operations. 

Nature of Business 

The Company completed an Asset Acquisition (the "Agreement") with PR Marine,Inc. a Florida corporation on November 15, 2002. 

The Company will design, construct, sale, re-sale and service yachts. Our core businesswill be the building of yachts in excess of 80 to 200 feet. Platinum SuperYachts will hiresubcontractors on a per job basis for the construction of the vessel. We pay thesesubcontractors when the client pays us. 

Cash and Cash Equivalents 

For purposes of the statement of cash flows, the Company considers all highly liquiddebt instruments purchased with a maturity of three months or less to be cash equivalentsto the extent the funds are not being held for investment purposes. 

13 

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| **Platinum SuperYachts, Inc.**                                         |
|------------------------------------------------------------------------|
| **(A Development Stage Company)**                                      |
| **Notes To Financial Statements**                                      |
| **(The period from August 23, 2002 (Inception) to December 31, 2002)** |

Depreciation and Amortization 

Fixed assets are recorded at cost and depreciated using the straight-line method overthe estimated useful lives of assets which range from three to seven years. 

Fixed assets consisted of the following at December 31, 2002: 

| Yacht Models                  | $ 38,000  |
|-------------------------------|-----------|
| Hull Display                  | 125,000   |
|                               | 163,000   |
| Less accumulated depreciation | (3,881)   |
| Total                         | $ 159,119 |

Maintenance and repairs are charged to operations; betterments are capitalized. Thecost of property sold or otherwise disposed of and the accumulated depreciation thereonare eliminated from the property and related depreciation accounts, and any resulting gainor loss is credited or charged to income. 

Total depreciation expense for the period from August 23, 2002 to December 31, 2002 was$3,881. 

The Company adopted the Financial Accounting Standards Board SFAS No. 142,"Goodwill and Other Intangible Assets". SFAS 142 requires, among other things,that companies no longer amortize goodwill, but instead test goodwill for impairment atleast annually. In addition, SFAS 142 requires that the Company identify reporting unitsfor the purposes of assessing potential future impairments of goodwill, reassess theuseful lives of other recognized intangible assets, and cease amortization of intangibleassets with an indefinite useful life. An intangible asset with an indefinite useful lifeshould be tested for impairment in accordance with the guidance in SFAS 142. 

Intangible Assets consisted of the following at December 31, 2002: 

|                               | Amortization | Amortization Period |
|-------------------------------|--------------|---------------------|
| Website                       | $            | 45,000              | 2 Years |
| Yacht Blueprints              |              | 1,600,000           | 7 Years |
| Client Lists                  |              | 250,000             | Indefinite |
| E-Learning System             | 1            | Indefinite          |
|                               |              | 1,895,001           |  |
| Less accumulated amortization | (41,845)     |                     |
| Total                         | $ 1,853,156  |                     |

Total amortization expense for the period from August 23, 2002 to December 31, 2002 was$41,845. 

The estimated amortization for the next five years is as follows: 

| 2003  | $           | 251,071 |
|-------|-------------|---------|
| 2004  |             | 247,321 |
| 2005  |             | 228,571 |
| 2006  |             | 228,571 |
| 2007  | 228,571     |
| Total | $ 1,184,105 |

Pervasiveness of Estimates 

The preparation of financial statements in conformity with generally acceptedaccounting principles required management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differ from thoseestimates. 

14 

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| **Platinum SuperYachts, Inc.**                                         |
|------------------------------------------------------------------------|
| **(A Development Stage Company)**                                      |
| **Notes To Financial Statements**                                      |
| **(The period from August 23, 2002 (Inception) to December 31, 2002)** |

Concentrations of Credit Risk 

The Company had no significant off-balance-sheet concentrations of credit risk such asforeign exchange contracts, options contracts or foreign hedging agreements. 

Loss per Share 

Basic loss per share has been computed by dividing the loss for the period applicableto the common stockholders by the weighted number of common shares outstanding during theyears. There were no common equivalent shares outstanding at December 31, 2002. 

Stock Compensation to Non-Employees 

The Company accounts for the fair value of its stock compensation grants fornon-employees in accordance with FASB Statement 123. The fair value of each grant is equalto the market price of the Company's stock on the date of grant if an active market existsor at a value determined in an arms length negotiation between the Company andnon-employee. 

NOTE 2 – NOTES RECEIVABLE 

As a part of the Asset Acquisition (Note 6) the Company received a Consent of Judgementissued on May 6, 2002 in the circuit court of the 11th judicial circuit in andfor Miami, Dada County, Florida; in the amount of $458,000 plus interest against ThanosPapalexis, Nemesis Enterprises, Inc., a Foreign Corporation, and Privee International,Inc., a Florida Corporation. They also received a promissory note from Mr. ThanosPapalexis in the amount of $200,000. 

The company believes that they will be able to collect on these notes, however, anallowance in the amount of $508,000 has been booked against the notes in the accompanyingbalance. The allowance is made up of legal fees that may arise if further legal action isnecessary, amounts that the company will pay the boat builder that arises from an oralagreement to pay upon collection of the amount in question, and a allowance for the amountthat may not be collectable. 

NOTE 3 – INCOME TAXES 

As of December 31, 2002, the Company had a net operating loss carryforward for incometax reporting purposes of approximately $7,065,000 that may be offset against futuretaxable income through 2022. Current tax laws limit the amount of loss available to beoffset against future taxable income when a substantial change in ownership occurs.Therefore, the amount available to offset future taxable income may be limited. No taxbenefit has been reported in the financial statements, because the Company believes thereis a 50% or greater chance the carryforwards will expire unused. Accordingly, thepotential tax benefits of the loss carryforwards are offset by a valuation allowance ofthe same amount. 

15 

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| **Platinum SuperYachts, Inc.**                                         |
|------------------------------------------------------------------------|
| **(A Development Stage Company)**                                      |
| **Notes To Financial Statements**                                      |
| **(The period from August 23, 2002 (Inception) to December 31, 2002)** |

NOTE 4 – DEVELOPMENT STAGE COMPANY 

The Company has not begun principal operations and as is common with a developmentstage company, the Company has had recurring losses during its development stage. 

Since inception, the Company has incurred recurring losses from operations and has anaccumulated deficit of $65,638 for the period from August 23, 2002 to December 31, 2002.This condition raises substantial doubt about the Company's ability to continue as a goingconcern. 

Continuation of the Company as a going concern is dependent upon obtaining additionalworking capital and management has developed a strategy, which it believes will accomplishthis objective through additional equity funding which will enable the Company to operatein the future. However, there can be no assurance that the Company will be successful withits efforts to raise additional capital. The inability of the Company to secure additionalfinancing in the near term could adversely impact the Company's business, financialposition and prospects. 

NOTE 5 – COMMITMENTS 

As of December 31, 2002, all activities of the Company have been conducted by corporateofficers from their separate business offices. Currently, there are no outstanding debtsowed by the company for the use of these facilities and there are no commitments forfuture use of the facilities. 

NOTE 6 – ASSET ACQUISITION 

On November 15, 2002, the Company issued 10,000,000 post-split restricted shares of theCompany as consideration for certain assets of PR Marine, a Florida Corporation valued at$2,751,000. 

The assets acquired include 30 yacht designs with blueprints on 6 of them, a yacht hulldisplay, four yacht models, website, customer lists, marketing material, a consentjudgement from a law suit and promissory note, and also contracts and agreements withshipyards, designers, naval architects and brokers. 

16 

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Platinum SuperYachts, Inc. 

**Changes In / Disagreements with Accountants on Accounting/Financial Disclosure**

There have been no disagreements between the company and its independent accountants onany matter of accounting principles or practices or financial statement disclosure. 

**Directors, Executive Officers, Promoters and Control Persons**

The directors and officers are as follows: 

| NAME                | POSITION (S)                           |
|---------------------|----------------------------------------|
| Ron Ruskowsky       | President and CEO, Director            |
| Shahid Shafiq Vohra | Vice President and Secretary, Director |
| Roger Janssen       | Director                               |

**Ron Ruskowsky, President**, has a diverse and strong background in corporatestructure, management and finance. He has been involved in all aspects of management frommarketing to finance and acquisitions in both public and private corporations for over 16years. 

**Shahid Shafiq Vohra, Vice President and Secretary**, has extensive experience andreputation in the yachting community. Mr. Vohra consistently provides the negotiating andmarketing skills necessary to achieve the best terms for both the manufacturer andcustomer. 

**Roger Janssen, Director**, has over twenty years of experience in themanufacturing industry. For the past fourteen years he has owned and operated his ownbusiness in the greater Seattle area, with clients, including; Boeing, Microsoft,Starbucks Corporation, Precor and Eldec. Mt. Janssen has guided several manufacturingcompanies during their start up phase and has traveled internationally as a manufacturingconsultant. 

There are no relationships by blood or marriage amongst the officers and directors ofPlatinum SuperYachts, Inc. The directors shall be elected at an annual meeting of thestockholders and except as otherwise provided within the Bylaws of Platinum SuperYachts,Inc., as pertaining to vacancies, shall hold office until his successor is elected andqualified. 

17 

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Platinum SuperYachts, Inc. 

**Executive Compensation**

Compensation Summary 

The following sets forth the aggregate cash compensation paid for services renderedduring the last fiscal year. 

|                                        | Fiscal | Salary       |       | Other        |
|----------------------------------------|--------|--------------|-------|--------------|
| Name and Principal Position            | Year   | Compensation | Bonus | Compensation |
| Ron Ruskowsky                          | 2002   | 0            | 0     | 0            |
| President and CEO, Director            |        |              |       |              |
| Shahid Shafiq Vohra                    | 2002   | 0            | 0     | 0            |
| Vice President and Secretary, Director |        |              |       |              |
| Roger Janssen                          | 2002   | 0            | 0     | 0            |
| Director                               |        |              |       |              |

*Notes:*

None of the company's officers and/or directors currently receives any compensation fortheir respective services rendered to the company. Officers and directors have agreed toact without compensation until authorized by the Board of Directors, which is not expectedto occur until the company has generated sufficient revenues from its operations. 

 

As of December 31, 2002, we had no group life, health, hospitalization, or medicalreimbursement or relocation plans in effect. Further, we had no pension plans or plans oragreements which provide compensation on the event of termination of employment or changein control of us. 

We do not pay members of our Board of Directors any fees for attendance or similarremuneration or reimburse them for any out-of-pocket expenses incurred by them inconnection with our business. 

Compensation of Directors 

There was no compensation paid to any directors of Platinum SuperYachts, Inc. asdirector’s fees. 

Employment Agreements 

No formal employment agreements currently exist with any officer or employee. 

Long-Term Incentive Plan 

None 

Section 16(a) Beneficial Ownership Reporting Compliance 

To the best knowledge of the Company, based on reports received pursuant torule16a-3(e) of the1934 act, all reports required to be filed pursuant to rule 16a-3(e)were filed as of the date of this report. 

18 

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Platinum SuperYachts, Inc. 

**Security Ownership of Certain Beneficial Owners and Management**

The security ownership of the management of the registrant as of the date of thisreport is as follows: 

| Title of Class                        | Beneficial Owner            | Amount Owned | Percent of Class |
|---------------------------------------|-----------------------------|--------------|------------------|
| Common Shares                         | Ron Ruskowsky               | 3,500,000    | 14.1 %           |
|                                       | President and CEO, Director |              |                  |
| Common Shares                         | Shahid S. Vohra             | 5,000,000    | 20.1 %           |
|                                       | CFO, Director               |              |                  |
| Common Shares                         | Roger Janssen               | 500,000      | 2.0 %            |
|                                       | Director                    |              |                  |
|                                       |                             |              |                  |
| All Officers and Directors as a group | 9,000,000                   | 36.2 %       |

 

The shareholders having beneficial ownership of more than 5% of the issued andoutstanding shares of the company's common stock as of the date of this report is asfollows: 

| Title of Class | Beneficial Owner            | Amount Owned | Percent of Class |
|----------------|-----------------------------|--------------|------------------|
| Common Shares  | Erica S. Vohra              | 4,000,000    | 16.1 %           |
|                | LOB 14 Office 432           |              |                  |
|                | Jafz, Dubai, P.O. Box 16760 |              |                  |
|                | UAE                         |              |                  |

Note: Shahid S. Vohra, President, CEO, and Director of Platinum SuperYachts Inc. andErica S. Vohra are husband and wife, collectively controlling 36.2% of the outstandingcommon shares. 

As of the date of this report, Platinum SuperYachts, Inc. has issued and outstanding24,858,365 shares of common stock amongst a group of 42 shareholders. 

**Certain Relationships and Related Transactions**

None for the reporting period ending fiscal year 2002. 

19 

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Platinum SuperYachts, Inc. 

**Exhibits and Reports on Form 8-K**

**Exhibits**

Platinum SuperYachts, Inc. incorporates by reference its Quarterly Report on Form10-QSB and exhibits thereto, filed with the Securities and Exchange Commission on November13, 2002. As pertaining to disclosed acquisitions and mergers, and change of control ofthe corporation; the referenced Quarterly Report on Form 10-QSB for the period endingSeptember 30, 2002, contains detail as to these transactions. The following documents wereprovided as exhibits to the referenced Quarterly Report on Form 10-QSB for the periodending September 30, 2002 and provide specific terms as to the agreements: 

| Exhibit # | Description                                                      |
|-----------|------------------------------------------------------------------|
| 10.1      | Material Contract: Agreement and Plan of Merger, August 8, 2002, |
|           | Mentor On Call, Inc. and SuperYachts Holdings, Inc.              |
| 10.2      | Material Contract: Stock Purchase Agreement, August 12, 2002,    |
|           | SuperYachts Holdings, Inc. and PR Marine, Inc.                   |

Platinum SuperYachts, Inc. incorporates by reference its Schedule 14C InformationStatement (Definitive) filed October 16, 2002, with attachment, Certificate of Amendmentto Articles of Incorporation; re: change of name of corporation. 

Platinum SuperYachts, Inc. includes herewith Certification of Chief Executive Officerand Principal Accounting Officer as Exhibit 99.1 to this Annual Report on Form 10-KSB forthe fiscal year 2002. 

**Index to Exhibits and Reports**

Platinum SuperYachts, Inc.******includes herewith the following exhibits: 

| 99.1 | Certification of Chief Executive Officer and Principal Accounting Officer pursuant to            |
|------|--------------------------------------------------------------------------------------------------|
|      | 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act    of 2002. |

**Controls and Procedures**

Platinum SuperYachts, Inc. management, including the Principal Executive Officer andPrincipal Financial Officer, have conducted an evaluation of the effectiveness ofdisclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c).Based on that evaluation, the Principal Executive Officer and Principal Financial Officerconcluded that the disclosure controls and procedures are effective in ensuring that allmaterial information required to be filed in this annual report has been made known tothem in a timely fashion. There have been no significant changes in internal controls orin other factors that could significantly affect internal controls subsequent to the datethe Principal Executive Officer and Principal Financial Officer completed theirevaluation. 

20 

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Platinum SuperYachts, Inc. 

**SIGNATURES**

In accordance with the requirements of the Exchange Act, the registrant caused thisreport to be signed on its behalf by the undersigned, thereunto duly authorized. 

| **Platinum SuperYachts, Inc.**                    |
|---------------------------------------------------|
|                                                   |
|                                                   |
| By: /s/ Ron Ruskowsky, President                  |
| Ron Ruskowsky, President and CEO                  |
| By: /s/ Shahid Shafiq Vohra, Vice President       |
| Shahid Shafiq Vohra, Vice President and Secretary |

Date: June 26, 2003 

In accordance with the Exchange Act, this report has been signed below by the followingpersons on behalf of the registrant and in the capacities and on the dates indicated. 

| **Platinum SuperYachts, Inc.**                    |
|---------------------------------------------------|
|                                                   |
|                                                   |
| By: /s/ Ron Ruskowsky, President                  |
| Ron Ruskowsky, President and CEO                  |
| By: /s/ Shahid Shafiq Vohra, Vice President       |
| Shahid Shafiq Vohra, Vice President and Secretary |
| By: /s/ Roger Janssen, Director                   |
| Roger Janssen, Director                           |

Date: June 26, 2003 

21 

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Platinum SuperYachts, Inc. 

**CERTIFICATION**

I, Ron Ruskowsky, certify that: 

| 1. I have reviewed this annual report on Form 10-KSB of Platinum SuperYachts, 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 effectiveness of the    disclosure controls and procedures |
| based on our evaluation as of the Evaluation Date;                                                                      |

| 5. The registrant's other certifying officer 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 couldadversely affect the registrant's ability to record, process, summarize and reportfinancial data and have identified for the registrant's auditors any material weaknessesin internal controls; and 

b)any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant's internal controls; and 

6.The registrant's other certifying officer and I have indicated in this annual reportwhether there were significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significant deficiencies andmaterial weaknesses. 

Date: 

/s/ Ron Ruskowsky 

Principal Executive Officer 

Principal Accounting Officer