<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)
        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2002

                                       OR

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                         Commission File Number 0-29989

                                    37Point9
        (Exact name of small business issuer as specified in its charter)

             Nevada                                           86-0889096
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                         444 West "C" Street, Suite 330
                           San Diego, California 92101
                    (Address of principal executive offices)

                                 (619) 222-2568
                           (Issuer's telephone number)

 Check whether the issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
    subject to such filing requirements for the past 90 days. Yes [X] No [ ]

   As of September 30, 2002, 354,990,529 shares of Common Stock and 31,912,467
             shares of Preferred Stock were issued and outstanding.

           Transitional Small Business Disclosure Format (Check one):
                                 Yes [ ] No [X]

<PAGE>

                                    37Point9

                                   Form 10-QSB

                                TABLE OF CONTENTS


                                                                          Page
                                                                          Number
Part I    Financial Information

          Item 1     Financial Statements                                    1

                     Consolidated Balance Sheet as of
                     September 30, 2002                                      2

                     Consolidated Statements of Operations
                     for the three months ended September 30, 2002           3

                     Consolidated Statements of Cash Flows
                     for the three months ended September 30, 2002           4

                     Notes to Consolidated Financial
                     Statements                                              5

          Item 2     Management's Discussion and Analysis
                         or Plan of Operation                                8

Part II   Other Information                                                 11

          Item 1     Legal Proceedings                                      11

          Item 2     Changes in Securities and Use of
                         Proceeds                                           11

          Item 3     Defaults upon Senior Securities                        11

          Item 4     Submission of Matters to a Vote of
                         Security Holders                                   11

          Item 5     Other Information                                      11

          Item 6     Exhibits and Reports on Form 8-K                       11

Signatures                                                                  12

Certification Pursuant 18 U.S.C. Section 350                                13

<PAGE>


                            37POINT9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2002

<PAGE>

                            37POINT9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)


                                    CONTENTS
                                    --------


PAGE      1       INDEPENDENT ACCOUNTANTS' REPORT

PAGE      2       CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2002
                  (UNAUDITED)

PAGE      3       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
                  AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
                  AND FOR THE PERIOD FROM JUNE 2, 2000 (INCEPTION) TO SEPTEMBER
                  30, 2002

PAGE      4       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
                  MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED) AND FOR
                  THE PERIOD FROM JUNE 2, 2000 (INCEPTION) TO SEPTEMBER 30, 2002

PAGES   5 - 7     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF
                  SEPTEMBER 30, 2002 (UNAUDITED)

<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------

To the Board of Directors of:
37Point9 and Subsidiaries
(A Development Stage Company)

We have reviewed the accompanying condensed consolidated balance sheet of
37Point9 and Subsidiaries (a development stage company) as of September 30, 2002
and the condensed consolidated statements of operations and cash flows for the
three and nine months ended September 30, 2002 and 2001 and for the period from
June2, 2000 (inception) to September 30, 2002, included in the accompanying
Securities and Exchange Commission Form 10-QSB for the period ended September
30, 2002. These condensed consolidated financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

As discussed in Note 6 to the financial statements, certain errors resulting in
an understatement of previously reported operating expenses, accumulated deficit
and preferred stock as of March 31, 2002 and for the three months then ended,
were discovered by management of the Company during the current year.
Accordingly, the financial statements as of and for the nine months ended
September 30, 2002 and for the period from June 2, 2000 (inception) to September
30, 2002 give effect to the correction of these errors.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements in order
for them to be in conformity with accounting principles generally accepted in
the United States of America.

The accompanying condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
5 to the condensed consolidated financial statements, the Company's working
capital deficiency of $504,269, stockholders' deficiency of $502,019, net loss
from operations of $1,054,867 and cash used in operations of $30,492 raise
substantial doubt about its ability to continue as a going concern. Management's
plan in regards to these matters is also described in Note 5. The condensed
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



WEINBERG & COMPANY, P.A.

Los Angeles, CA
November 12, 2002

                                       1
<PAGE>


                            37POINT9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2002
                            ------------------------
                                   (UNAUDITED)


                                     ASSETS
                                     ------

CURRENT ASSETS
   Cash                                                             $     1,046
   Employee Advances                                                      4,500
                                                                    ------------
     Total Current Assets                                                 5,546

OTHER ASSETS - INVESTMENTS                                                2,250
                                                                    ------------

TOTAL ASSETS                                                        $     7,796
------------                                                        ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $   248,908
   Notes payable                                                         30,100
   Loans payable - officer                                              230,807
                                                                    ------------
     Total Current Liabilities                                          509,815
                                                                    ------------

STOCKHOLDERS' DEFICIENCY
   Preferred stock, $.001 par value, 50,000,000 shares
     authorized, 31,912,467 shares issued and outstanding                31,912
   Common stock, $.001 par value, 400,000,000 shares
     authorized, 354,990,529 shares issued and outstanding              354,990
   Additional paid-in capital                                         5,148,832
   Accumulated Other Comprehensive Loss                                  (9,000)
   Accumulated deficit                                               (6,010,741)
                                                                    ------------
                                                                       (484,007)
  Less: Stock issued for future services                                (18,012)
                                                                    ------------
     Total Stockholders' Deficiency                                    (502,019)
                                                                    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $     7,796
                                                                    ============

           See accompanying notes and accountants' report to condensed
                       consolidated financial statements.

                                       2
<PAGE>

<TABLE>
                                                      37POINT9 AND SUBSIDIARIES
                                                    (A DEVELOPMENT STAGE COMPANY)
                                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                           -----------------------------------------------
                                                             (UNAUDITED)
<CAPTION>

                                                                                                                      For the Period
                                                                                                                           from
                                                                                                                       June 2, 2000
                                                   For the Three    For the Three    For the Nine     For the Nine    (Inception) to
                                                   Months Ended     Months Ended     Months Ended     Months Ended     September 30,
                                                   September 30,    September 30,    September 30,    September 30,        2002
                                                       2002             2001             2002             2001        (As Restated)
                                                  --------------   --------------   --------------   --------------   --------------
<S>                                               <C>              <C>              <C>              <C>              <C>
REVENUES                                          $          --    $       2,813    $       3,812    $       2,813    $      12,478
                                                  --------------   --------------   --------------   --------------   --------------

OPERATING EXPENSES
 Professional fees                                       50,384        3,226,808          763,873        3,280,436        1,516,496
 Other general and administrative                        71,740          407,240          262,894          489,866        4,474,811
 Cost to settle litigation                                   --               --           31,912               --           31,912
                                                  --------------   --------------   --------------   --------------   --------------
     Total Operating Expenses                           122,124        3,634,048        1,058,679        3,770,302        6,023,219
                                                  --------------   --------------   --------------   --------------   --------------

NET LOSS                                               (122,124)      (3,631,235)      (1,054,867)      (3,767,489)      (6,010,741)
--------                                          --------------   --------------   --------------   --------------   --------------


OTHER COMPREHENSIVE LOSS
 Unrealized loss on marketable securities                    --           (8,000)          (9,000)          (8,000)          (9,000)
                                                  --------------   --------------   --------------   --------------   --------------


COMPREHENSIVE LOSS                                $    (122,124)   $  (3,639,235)   $  (1,063,867)   $  (3,775,489)   $  (6,019,741)
                                                  ==============   ==============   ==============   ==============   ==============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED     $          --    $        (.03)   $          --    $        (.05)   $        (.04)
                                                  ==============   ==============   ==============   ==============   ==============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED                   354,471,603      105,559,157      315,196,309       75,393,032      169,827,334
                                                  ==============   ==============   ==============   ==============   ==============

                   See accompanying notes and accountants' report to condensed consolidated financial statements.

                                                                 3
</TABLE>
<PAGE>

<TABLE>
                                         37POINT9 AND SUBSIDIARIES
                                       (A DEVELOPMENT STAGE COMPANY)
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              -----------------------------------------------
                                                (UNAUDITED)
<CAPTION>

                                                                                             For the Period
                                                                                                  From
                                                            For The Nine     For The Nine     June 2, 2000
                                                            Months Ended     Months Ended    (Inception) to
                                                            September 30,    September 30,    September 30,
                                                                2002             2001             2002
                                                            ------------     ------------     ------------
<S>                                                         <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Loss                                                   $(1,054,865)     $(3,767,489)     $(6,010,741)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
  Stock issued for services                                     315,100               --        4,873,364
  Preferred stock issued to settle litigation                    31,912               --           31,912
  Amortization of deferred expenses                             594,454               --          594,454
  Loss on impairment                                                 --               --           97,901
 Changes in operating assets and liabilities:
  Decrease in accounts receivable and employee advances              --            3,226            1,226
  Increase in:
    Accounts payable and accrued expenses                        85,719          419,844          212,572
    Other                                                            --          (22,875)          (2,813)
    Deferred revenues                                            (2,812)              --           (2,812)
                                                            ------------     ------------     ------------
         Net Cash Used In Operating Activities                  (30,492)      (3,367,294)        (204,937)
                                                            ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Cash acquired in acquisition                                        --              169               --
 Purchase of property and equipment                                  --          (18,912)         (31,423)
                                                            ------------     ------------     ------------
         Net Cash Used In Investing Activities                       --          (18,743)         (31,423)
                                                            ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from stock issuance                                        --        3,207,728               --
 Proceeds from officer loan                                         860          181,068              860
 Proceeds from issuance of notes payable                         30,100               --          236,546
                                                            ------------     ------------     ------------
         Net Cash Provided by Financing Activities               30,960        3,388,796          237,406
                                                            ------------     ------------     ------------

NET INCREASE IN CASH                                                468            2,759            1,046

CASH - BEGINNING OF PERIOD                                          578               --               --
                                                            ------------     ------------     ------------

CASH - END OF PERIOD                                        $     1,046      $     2,759      $     1,046
                                                            ============     ============     ============

       See accompanying notes and accountants' report to condensed consolidated financial statements.

                                                     4
</TABLE>
<PAGE>

                            37POINT9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (UNAUDITED)


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------------------------------------------------------------------

       The accompanying unaudited condensed consolidated financial statements
       have been prepared in accordance with accounting principles generally
       accepted in the United States of America and the rules and regulations of
       the Securities and Exchange Commission for interim financial information.
       Accordingly, they do not include all the information necessary for a
       comprehensive presentation of financial position and results of
       operations.

       It is management's opinion, however that all material adjustments
       (consisting of normal recurring adjustments) have been made which are
       necessary for a fair financial statements presentation. The results for
       the interim periods are not necessarily indicative of the results to be
       expected for the year.

       For further information, refer to the consolidated financial statements
       and footnotes included in the Company's Form 10KSB for the year ended
       December 31, 2001.

NOTE 2 MARKETABLE SECURITIES
----------------------------

       The Company's marketable securities, purchased principally for the
       purpose of selling them in the near future, are comprised of equity
       securities, all classified as available-for-sale securities, which are
       reported at their fair value based upon the quoted market prices of those
       investments at September 30, 2002, with unrealized losses reported as
       other comprehensive loss in a separate component of stockholders' equity
       until they are sold. Any realized gains or losses are included in net
       earnings at the time of sale.

NOTE 3 NOTES PAYABLE
--------------------

       During the three months ended September 30, 2002, the Company incurred an
       additional $6,600 of notes payable with interest payable at prime plus
       five (9.75% at September 30, 2002). All accrued interest and principal is
       due in July 2005.

NOTE 4 STOCKHOLDERS' DEFICIENCY
-------------------------------

       In September 2002, the Company issued and recorded 555,556 shares of
       common stock for $20,000, which was originally received in October 2001
       and credited to paid- in capital.

                                       5
<PAGE>

                            37POINT9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (UNAUDITED)


NOTE 5 GOING CONCERN
--------------------

       As reflected in the accompanying condensed consolidated financial
       statements, the Company has a working capital deficiency of $504,269, a
       stockholders' deficiency of $502,019, a net loss from operations of
       $1,054,867 and net cash used in operations of $30,492. The ability of the
       Company to continue as a going concern is dependent on the Company's
       ability to raise additional funds and implement its business plan. The
       financial statements do not include any adjustments that might be
       necessary if the Company is unable to continue as a going concern.

NOTE 6 CORRECTIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
------------------------------------------------------------

       During the second quarter of 2002, the Company discovered that operating
       expenses in the amount of $136,255 were not reflected in the consolidated
       statements of operations and comprehensive loss for the period from June
       2, 2000 (inception) to March 31, 2002 and the consolidated statements of
       cash flows for the period from June 2, 2000 (inception) to March 31,
       2002. In addition, 31,912,467 preferred shares having a par value of
       $.001 were issued during the first quarter of 2002 that relates to the
       settlement of a litigation. The issuance of these shares, having an
       aggregate fair value of $31,912, also required a restatement of prior
       periods for the statements mentioned above as well as to the consolidated
       balance sheet as of March 31, 2002.

       The correction of the above errors in the financial statements resulted
       in an understatement of previously reported operating expenses for the
       three months ended March 31, 2002 and for the period from June 2, 2000
       (inception) to March 31, 2002. The above transactions have also been
       incorporated into the financial statements for the periods ended
       September 30, 2002.

NOTE 7 AGREEMENTS
-----------------

       In July 2002, the Company entered into an Agreement In Principle ("AIP")
       with a Hong Kong corporation. The Agreement is expected to lead to a
       Stock Purchase Agreement between the companies subject to various
       covenants within the AIP.

       On August 9, 2002 the Company entered into a Letter of Intent to acquire
       a corporation located in Shanghai, Peoples Republic of China. This
       acquisition is conditional on the acceptance by the Company of audited
       financial statements of the corporation. The corporation is a private
       company specializing in the medical device distribution in China and
       holds a medical device sales license.

                                       6
<PAGE>

                            37POINT9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (UNAUDITED)


NOTE 8 SUBSEQUENT EVENTS
------------------------

       On October 17, 2002, the Company issued 45,000,000 shares of common stock
       with a value of $.0028 per share totaling $126,000. These shares were
       issued for consulting, legal and compensation services.

       On October 6, 2002 the Company entered into an Agreement for
       Manufacturing and Distribution and an Agreement in Principal to Acquire
       Business Entities with two companies located in Guangzhou, Peoples
       Republic of China. One company is a distributor of a wide range of
       medical equipment and healthcare products. The other company is engaged
       in the research, engineering, development and manufacturing of a range of
       healthcare products.

       On November 1, 2002, the Company entered into an Acquisition Agreement
       with a California-based pharmaceuticals corporation, The Company agreed
       to acquire the corporation's interest in its 100% owned lab division plus
       all related tangible and intangible assets.

       On November 1, 2002, the Board of Directors of the Company agreed by
       unanimous consent to change the name of the Company to "Global Medical
       Products Holdings, Inc." and effectuate a 50:1 reverse stock split of the
       Company's currently issued and outstanding shares of common stock. The
       reverse stock split becomes effective on November 25, 2002. Upon
       effectiveness of the reverse stock split, there were issued and
       outstanding approximately 7,999,811 shares of the Company's common stock.

                                       7
<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following information should be read in conjunction with the following
documents: (1) the interim financial statements and the notes included in this
Quarterly Report.

Forward-looking Statements

         In addition to the historical information contained herein, this Form
10-QSB contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties,
including risks and uncertainties set forth in this Form 10-QSB that may cause
actual results to differ materially. These forward-looking statements speak only
as of the date hereof. The Company disclaims any intent or obligation to update
these forward-looking statements.

RECENT EVENTS

         In March 2002, the company entered into negotiations with the Lin
Client Group to acquire companies in the medical products field with an
operating base in the Peoples Republic of China. During the next six months
numerous discussions were held which led to a Definitive Agreement in Principal
relating to the acquisition of Global Glass Source (HK) Limited, a Hong Kong
corporation. This acquisition was conditional on the acceptance of audited
financial statements being prepared and submitted to the Board of Directors of
37Point9, which was accomplished on September 23, 2002. The parties are now in
the process of finalizing a written agreement whereby the Company will acquire
100 per cent of the issued and outstanding shares of Global Glass Source (HK)
Limited. A condition precedent to the acquisition will require the Company to
conduct a reverse split of its common stock. The Company's board of directors
determined, by resolution on November 1, 2002, that an appropriate reverse split
should be in the ratio of fifty shares of pre-reverse common stock, to one share
of post reverse common stock. The aggregate purchase price to be paid by the
Company for Global Glass Source (HK) Limited will be 9,540,000 post-reverse
shares of voting common stock of 37Point9. These restricted shares will be
issued to the sellers of Global Glass Source (HK) Limited shares subsequent to
the occurrence of the reverse split.

         Global Glass Source (HK) Limited, is a distribution company that
maintains agreements with various glass, industrial, and general packaging
manufacturers in the Peoples Republic of China and the Republic of Taiwan.
Amongst the glass products making up Global Glass Source (HK) Limited's,
business are products in the medical and pharmaceutical application field. These
products include medical and pharmaceutical glass containers commonly used in
hospitals, doctor's offices, and laboratories.

                                       8
<PAGE>

         The Company anticipates that its acquisition of Global Glass Source
(HK) Limited will allow it to assume Global Glass Sources (HK) Limited's
pre-existing manufacturing alliances within the Peoples Republic of China and
the Republic of Taiwan, and to assume Global Glass Source (HK) Limited's ongoing
business in those two countries as well as in North America.

         In North America, Global Glass Source (HK) Limited also maintains
business relationships for the distribution of glass products in the medical and
pharmaceutical application field.

         The Company plans on using the acquisition of Global Glass Source (HK)
Limited in at least two important ways. First, the Company will, by virtue of
its Global Glass manufacturing alliances in China and Taiwan, arrange joint
ventures with North American business interests, to facilitate the manufacture
of medical and pharmaceutical glass products for resale and distribution in
North America and worldwide.

         Secondly, the Company expects, based upon its manufacturing alliances
in China and Taiwan, that it will enter into joint ventures and licensing
agreements with other business entities that desire to manufacture and
distribute such products in China and Taiwan, as well as the far east generally.

         Previously, on March 13, 2002, the Company announced that it was
engaged in discussions with five separate companies for possible acquisition.
All such companies were in the medical products industry, with two specializing
in the specialty surgery market.

         On August 9, 2002 the Company entered into a Letter of Intent to
acquire Shanghai Ecom Trading Ltd. located in Shanghai, Peoples Republic of
China. This acquisition is conditional on the acceptance by the Company of
audited financial statements of Shanghai Ecom Trading Ltd. Shanghai Ecom is a
private company specializing in the medical device distribution in China and
holds a medical device sales license.

         On October 6, 2002 the Company entered into an Agreement for
Manufacturing and Distribution and an Agreement in Principal to Acquire Business
Entities with Guangzhou Lin Bi Company and Yin Kang Medical Equipment Company
located in Guangzhou, Peoples Republic of China. Guangzhou Lin Bi Company is a
distributor of a wide range of medical equipment and healthcare products. Yin
Kang Medical Equipment Company is engaged in the research, engineering,
development and manufacturing of a range of healthcare products.

         On October 31, 2002, the Company entered into an agreement to acquire
IMT EZ Trac Lab, a division of Stason Pharmaceuticals, Inc., a corporation
organized and operating in the State of California. IMT EZ Trac Labs has
established services contracts with various hospitals and institutions in the
United States. The specific services provided relate to its patented colored
microsphere technologies that are products used in assessing regional blood flow

                                       9
<PAGE>

studies. This microsphere technology is used widely in various cardio-medical
applications by doctors and hospitals, and is analyzed by IMT EZ Trac's image
analysis system.

         The agreement to acquire IMT EZ Trac Labs will require that the Company
convey $175,000 worth of post reverse common stock to Stason Pharmaceuticals,
Inc. Afterwards, the Company will own 100% of the tangible and intangible assets
of IMT EZ Trac, including its patented microsphere technology, along with its
pre-existing services contracts.

         In November, 2002, the Company completed the acquisition of IMT EZ Trac
Labs through the issuance of a $175,000 renewable one year convertible note.

         On October 10, 2002 the Company announced that it had initiated
negotiations to acquire a medical software company located in the Peoples
Republic of China.

         On October 21, 2002 the Company announced that it had initiated the
acquisition of Ecom Biotech Holdings Limited ("Ecom-HK") located in Hong Kong.
This acquisition will centralize and facilitate the transfer of the
manufacturing and distribution licenses held by the various companies acquired
in China by 37Point9 as a transition under Chinese law.


RESULTS OF OPERATIONS

         The Company lost $122,124 in the three months ended September 30, 2002,
compared to a net loss of $3,639,235 for the three months ended September 30,
2001, and a net loss from operations of $1,054,867. The losses are attributable
to continued efforts by the Company to develop and execute its business plan
that is focused on developing licensing, manufacturing and distribution of
medical products distributed world wide, with an emphasis on the Republic of
China. The Company believes that it will continue towards its goal of obtaining
rights and means, via its acquisitions, to manufacture medical products in, for
example, the Republic of China, for sale and distribution internationally.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's operating activities used cash of $30,492 for the nine
months ended September 30, 2002. The Company's current operations are cash flow
negative and as of September 30, 2002, the Company had a working capital
deficiency of $504,269.

                                       10
<PAGE>

Part II  Other Information

Item 1.  Legal Proceedings

         1.       37POINT9 v. CHARLES KALLMANN, ET AL. filed in the United
                  States District Court for the Southern District of California;
                  Case No. 02 cv 431 H [NLS]; the Company's motion to amend its
                  complaint to add parties was taken off calendar by Judge
                  Marilyn Huff, who, on her own motion, dismissed the action due
                  to lack of jurisdiction over the additional parties.

         2.       MAGNA IV, LTD. V. 37POINT9; filed in the San Diego Superior
                  Court; Case No. GIC 792721. The Company filed a demurrer to
                  the complaint, based upon Magna IV's inability to pursue legal
                  action in California based upon its failure to qualify as a
                  foreign corporation. The demurrer was granted, allowing Magna
                  IV the right to correct its status through the filing of an
                  amended complaint.

         3.       RANDALL GOULDING V. 37POINT9; filed in the Law Department of
                  the Cook County Illinois, Case No. 02 L 008243; Plaintiff
                  seeks damages for breach of contract for the sale of stock and
                  for the provision of services. The Company has not yet
                  responded to the action, which was served November 4, 2002.

Item 2.  Changes in Securities

         On September 24, 2002, 555,556 shares of Restricted Stock were issued
to Randall Goulding.

Item 3.  Defaults Upon Senior Securities

None.

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

None.

Item 5.  Other Information.

None.

Item 6.  Exhibits and Reports on Form 8-K.

         On October 10, 2002, the Company filed a Form 8-K detailing its
expected acquisition of Global Glass Source (HK) Ltd., as well the Company
entering into a letter of intent to acquire Shanghai Ecom Trading, Ltd. and an
agreement in principal to acquire business entities with Guangzhou Lin Bi
Company and Yin Kang Medical Equipment Company located in the Peoples Republic
of China, as well as updates to litigation

                                       11
<PAGE>

SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Dated: November 18, 2002

37Point9

/s/ Douglas P. Brown
----------------------------------------
Douglas P. Brown
President

                                       12