SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A


(Mark One)
   [X]   Quarterly  report under Section 13 or 15(d) of the  Securities
         Exchange Act of 1934 for the quarterly  period ended March 31,
         2003.

   [  ]  Transition  report  under  Section  13 or  15(d)  of the  Securities
         Exchange  Act of 1934  for the  transition  period  from
                      to               .
         ------------    --------------


                        Commission file number: 000-28731


                               JURE HOLDINGS, INC.
                    (Formerly known as "Thor Ventures Corp.")
        (Exact name of small business issuer as specified in its charter)


             Florida                          98-0211356
             -------                          ----------
 (State or other jurisdiction of           (I.R.S. Employer
  incorporation or organization)          Identification No.)



   1818-1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3
              (Address of principal executive office) (Postal Code)


                                 (604) 602-1717
                           (Issuer's telephone number)


Check whether the registrant: (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


The number of outstanding shares of the registrant's common stock, $0.01 par
value (the only class of voting stock), as of May 13, 2003 was 4,013,084.


<PAGE>
<TABLE>
<CAPTION>
<S><C>


                                TABLE OF CONTENTS

PART I

ITEM 1.  FINANCIAL STATEMENTS....................................................          3

Unaudited Balance Sheet as of March 31, 2003............................................   4

Unaudited Statement of Operations for the three months ended March 31, 2003 and
2002 and the period since Date of Inception to March 31, 2003...........................   5

Unaudited Statements of Changes in Stockholders Equity (Deficit) for the period
from Inception to March 31, 2003...........................................................6

Unaudited Statement of Cash Flows for the three months ended March 31, 2003 and
2002 and the period since Date of Inception to March 31,
2003.....................                                                                  8

Notes to Unaudited Financial Statements...................................................10

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION...................................                20

ITEM 3.  CONTROLS AND PROCEDURES..............................................            21


PART II

ITEM 2.  CHANGES IN SECURITIES.....................................................       21

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...................................              22

SIGNATURES............................................................................... 23

INDEX TO EXHIBITS........................................................................ 24















<PAGE>


PART I

ITEM 1.  FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Jure Holdings, Inc. (formerly known
as "Thor Ventures Corp.), a Florida corporation, unless otherwise indicated. In
the opinion of management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operations for the periods presented. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year.













































                               JURE HOLDINGS, INC.
                     (formerly known as THOR VENTURES CORP.)
                          (A Development Stage Company)

                                  BALANCE SHEET
                                 MARCH 31, 2003
                                   (Unaudited)

ASSETS
Current assets
   Cash and cash equivalents                                                 $     212
   Prepaid expenses (Note 6)                                                     1,173
   Other advances (Note 6)                                                      10,322
                                                                     -----------------
                                                                     -----------------
Total current assets                                                            11,707

Fixed assets, net (Note 3)                                                         707
                                                                     -----------------
                                                                     -----------------

Total Assets                                                                $   12,414
                                                                     =================
                                                                     =================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
   Accounts payable and accrued liabilities (Note 2, 6)                     $   12,062
                                                                     -----------------
                                                                     -----------------
Total current liabilities                                                       12,062
                                                                     -----------------
                                                                     -----------------

Commitments and contingencies (Note 9)

Stockholders' Equity
   Preferred stock:  $0.01 par value, authorized:  500,000
     issued and outstanding:  None                                                None
   Common stock:  $0.01 par value, authorized shares:  200,000,000;
    issued and outstanding:  3,613,084; allotted: 4,000                         36,171
   Additional paid-in capital                                                2,374,853
   Deficit accumulated during the development stage                        (2,410,672)
                                                                     -----------------
                                                                     -----------------
   Total stockholders' equity                                                      352
                                                                     -----------------
                                                                     -----------------
Total Liabilities and Stockholders' Equity                                  $   12,414
                                                                     =================










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


<PAGE>


                               JURE HOLDINGS, INC.
                     (formerly known as THOR VENTURES CORP.)
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002, AND FOR THE
          PERIOD FROM INCEPTION (SEPTEMBER 12, 1989) TO MARCH 31, 2003
                                   (Unaudited)
                                                                         Three months     Three months      Inception to
                                                                            ended            ended
                                                                           March 31         March 31          March 31
                                                                             2003             2002              2003
                                                                       ----------------------------------------------------
                                                                       ----------------------------------------------------

Revenues                                                                       $      -         $      -          $       -

General and Administrative Expenses
   Accounting and legal fees                                                      5,088            8,270            213,965
   Bank charges                                                                     282              243             58,629
   Consulting fees                                                               23,025           23,055            893,543
   Management fees                                                                    -                -             16,179
   Office expense                                                                 3,327            1,498             40,513
   Rental expense                                                                 3,000            6,420             99,531
   Transfer agent and filing fees                                                 1,265              500             25,384
   Travel and entertainment                                                      18,685                -            100,111
                                                                       ----------------------------------------------------
                                                                       ----------------------------------------------------
Total General and Administrative Expenses                                        54,672           39,986          1,447,855
                                                                       ----------------------------------------------------
                                                                       ----------------------------------------------------

Operating Loss                                                                 (54,672)         (39,986)        (1,447,855)

Other Income (Expense)
   Bad debt expense (Note 7)                                                          -                -           (25,000)
   Interest expense                                                               (195)          (1,764)           (13,099)
   Write-down of investment (Note 8)                                                  -                -        (1,568,149)
   Equity loss in investment (Note 8)                                                 -                -           (44,107)
                                                                       ----------------------------------------------------
                                                                       ----------------------------------------------------
Total Other Expense                                                               (195)          (1,764)        (1,650,355)
                                                                       ----------------------------------------------------
                                                                       ----------------------------------------------------

Loss before extraordinary item and provision for income taxes                  (54,867)         (41,750)        (3,098,210)

Provision for income taxes (Note 4)                                                   -                -                  -

Extraordinary Item
   Gain on settlement of debt (Note 8)                                                -                -            687,538
                                                                       ----------------------------------------------------

Net Loss                                                                    $  (54,867)      $  (41,750)      $ (2,410,672)
                                                                       ====================================================
                                                                       ====================================================

Basic and diluted loss per common share before extraordinary item               $(0.02)      $    (0.05)        $    (8.94)
Extraordinary item                                                                    -                -              1. 98
                                                                       ----------------------------------------------------
                                                                       ----------------------------------------------------
Basic and diluted loss per common share                                     $    (0.02)      $    (0.05)        $    (6.96)
                                                                       ====================================================
                                                                       ====================================================

Weighted average number of common shares outstanding                          3,209,983          782,300            346,416
                                                                       ====================================================
                 The accompanying notes are an integral part of
                          these financial statements.


<PAGE>


                               JURE HOLDINGS, INC.
                     (formerly known as THOR VENTURES CORP.)
                          (A Development Stage Company)

            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (A DEFICIT)
                                 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 12, 1989) TO MARCH 31, 2003
                                   (Unaudited)
                                                 Preferred  Common Stock  Common Stock    Additional       Deficit         Total
                                                                                                         Accumulated
                                                                                                          During the
                                                                                                     Development
                                                   Stock   Shares        Amount     Paid-in Capital     Stage
                                                 --------------------------------------------------------------------------------
                                                 --------------------------------------------------------------------------------
Balance, December 31, 1995, 1996, and 1997           -        100,000     $   1,000        $      -     $  (1,000)             $
                                                                                                                               -
Common stock issued for debt and cash at $2.50       -        352,500         3,525         877,725              -       881,250
    per share, April 29, 1998
Net loss                                             -                            -                    (1,695,824)   (1,695,824)
                                                                    -                             -
                                                 --------------------------------------------------------------------------------
                                                 --------------------------------------------------------------------------------
Balance, December 31, 1998                           -        452,500         4,525         877,725    (1,696,824)     (814,574)
Common stock issued for cash at $1.00 per            -        118,000         1,180         116,820              -       118,000
    share, March 26, 1999
Common stock issued for exchange of all issued       -        400,000         4,000       3,496,000            - -     3,500,000
    shares of IWT Pharma Corp.
Finders fee                                          -         10,000           100           (100)              -             -
Common stock issued for debt at $10.00 per           -          7,300            73          72,927              -        73,000
    share, September 14, 1999
Cancellation of common stock                         -      (410,000)       (4,100)     (3,495,900)              -   (3,500,000)
Common stock issued for debt at $9.90 per            -         13,900           139         138,581              -       138,720
    share, October 26, 1999
Net income                                           -                            -                        407,864       407,864
                                                                    -                             -
                                                 --------------------------------------------------------------------------------
                                                 --------------------------------------------------------------------------------
Balance, December 31, 1999                           -        591,700         5,917       1,206,053    (1,288,960)      (76,990)
Common stock issued for services at $1.00 per        -         10,000           100           9,900              -        10,000
    share, May 15, 2000
Common stock issued for loans payable at $3.00       -         24,300           243          72,657              -        72,900
    per share, August 21, 2000
Common stock issued for services at $3.00 per
    share, October 15, November 15, December          -        15,000           150          44,850              -        45,000
    15, 2000 (5,000 each date)
Net loss                                             -                            -                      (508,966)     (508,966)
                                                                    -                             -
                                                 --------------------------------------------------------------------------------
                                                 --------------------------------------------------------------------------------
Balance, December 31, 2000                           -        641,000         6,410       1,333,460    (1,797,926)     (458,056)
Common stock issued for debt at $5.00 per            -         25,400           254         126,746              -       127,000
    share, January 11, 2001
Common stock issued for accounts payable at          -         20,000           200         199,800              -       200,000
    $10.00 per share, January 14, 2001
Common stock issued for accounts payable at          -         12,400           124          37,076              -        37,200
    $3.00 per share, March 27, 2001
Warrants exercised and shares issued for loans       -         36,000           360         107,640              -       108,000
    payable at $3.00 per share, May 1, 2001
Common stock issued for accounts payable at          -          7,500            75          44,925              -        45,000
    $6.00 per share, July 3, 2001
Common stock issued for services at $5.00 per        -         40,000           400         199,600              -       200,000
    share, August 3, 2001
Net loss                                             -                            -                      (387,564)     (387,564)
                                                                    -                             -
                                                 --------------------------------------------------------------------------------
                                                 --------------------------------------------------------------------------------
Balance, December 31, 2001                           -        782,300         7,823       2,049,247    (2,185,490)     (128,420)

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



<PAGE>


                               JURE HOLDINGS, INC.
                     (formerly known as THOR VENTURES CORP.)
                          (A Development Stage Company)

            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (A DEFICIT)
                                 FOR THE PERIOD FROM INCEPTION (SEPTEMBER 12, 1989) TO MARCH 31, 2003
                                   (Unaudited)

                                                                                                           Deficit
                                                                                                         Accumulated
                                                                                                          During the
                                                 Preferred  Common Stock  Common Stock    Additional     Development
                                                   Stock       Shares        Amount     Paid-in Capital     Stage          Total
                                                 -------------------------------------------------------------------------------
                                                 -------------------------------------------------------------------------------
Common stock issued for loans and accrued             -    1,354,577        13,546         121,912              -       135,458
    interest debt at $0.10 per share, December
    20, 2002
Shares issued for accounts payable at $0.15 per      -       740,000         7,400         103,600              -       111,000
    share, December 20, 2002
Shares issued for accounts payable at $0.50 per      -        83,687           837          41,007              -        41,844
    share, December 20, 2002
Net loss                                                                                                (170,315)     (170,315)
                                                 -------------------------------------------------------------------------------
                                                 -------------------------------------------------------------------------------
Balance December 31, 2002                            -     2,960,564        29,606       2,315,766    (2,355,805)      (10,433)

Shares issued for debt at $0.10 per share,           -       152,520         1,525          13,727              -        15,252
February 21, 2003
Shares allotted for debt at $0.10 per share,         -         4,000            40             360              -           400
February 21, 2003
Shares issued for cash at $0.10 per share,           -       500,000         5,000          45,000              -        50,000
February 26, 2003
Net loss                                             -             -             -               -       (54,867)      (54,867)

                                                 -------------------------------------------------------------------------------
                                                 -------------------------------------------------------------------------------
Balance, March 31, 2003                              -     3,617,084    $   36,171     $ 2,374,853   $(2,410,672)      $    352
                                                 ===============================================================================




















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


<PAGE>


                               JURE HOLDINGS, INC.
                     (formerly known as THOR VENTURES CORP.)
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002, AND FOR THE
          PERIOD FROM INCEPTION (SEPTEMBER 12, 1989) TO MARCH 31, 2003
                                   (Unaudited)

                                                                        Three months     Three months     Inception to
                                                                           ended            ended
                                                                         March 31,         March 31
                                                                            2003             2002        March 31, 2003
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------
Cash Flows From Operating Activities
   Net loss                                                                 $ (54,867)      $  (41,750)     $ (2,410,672)
   Adjustments to reconcile net loss to net
         cash                      used in operating activities
      Common stock issued for services rendered                                  2,032                -           258,032
      Depreciation                                                                  85               85             1,956
      Write-off of advance for business acquisition                                  -                -            25,000
      Write-down of investment                                                       -                -         1,568,149
      Equity loss on investment                                                      -                -            44,107
      Gain on settlement of debt                                                     -                -         (687,538)
   Changes in assets and liabilities
     (Increase) decrease in prepaid expenses                                    21,268              313            20,095
     (Increase) decrease in other advances                                     (2,675)          (1,264)          (10,322)
      Increase (decrease) in accounts payable and accrued                     (15,661)           17,460           567,467
         liabilities
      Increase (decrease) in accrued interest payable                                -            1,514            63,910
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------
   Total Adjustments                                                             5,049           18,108         1,850,856
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------
Net cash flows used in operating activities                                   (49,818)         (23,642)         (559,816)

Cash Flows From Investing Activities
   Advance for business acquisition                                                  -                -          (25,000)
   Purchase of fixed assets                                                          -                -           (2,663)
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------
Net cash flows used in investing activities                                          -                -          (27,663)
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------

Cash Flows From Financing Activities
   Proceeds from sale of common stock                                           50,000                -           193,000
   Proceeds from loans payable                                                       -           23,000           444,482
   Repayments of promissory notes                                                    -                -          (49,791)
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------
Net cash flows provided by financing activities                                 50,000           23,000           587,691
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------

Increase (decrease) in cash and cash equivalents                                   182            (642)               212
Cash and cash equivalents, beginning of period                                      30            7,345                 -
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------
Cash and cash equivalents, end of period                                     $     212                $         $     212
                                                                                                  6,703
                                                                      ====================================================
                                                                      ====================================================

Supplemental Information:
Cash paid for interest and income taxes:                              $                        $      -         $       -
                                                                      -
                 The accompanying notes are an integral part of
                          these financial statements.


<PAGE>


                               JURE HOLDINGS INC.
                     (formerly known as THOR VENTURES CORP.)
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002, AND FOR THE
          PERIOD FROM INCEPTION (SEPTEMBER 12, 1989) TO MARCH 31, 2003
                                   (Unaudited)

                                                                                                             Deficit
                                                                         Three months        Three         Accumulated
                                                                      ended March 31,    months ended      During the
                                                                            2003        March 31, 2002  Development Stage
                                                                      ----------------------------------------------------
                                                                      ----------------------------------------------------
Supplemental Noncash Investing and Financing Activities:
   Common Stock Issued For Services Rendered                          $                        $      - $
                                                                      2,032                             258,032
                                                                      ====================================================
                                                                      ====================================================
   Conversion of Accounts Payable to Equity                                   $      -         $      - $
                                                                                                        435,044
                                                                      ====================================================
                                                                      ====================================================
   Conversion of Loans Payable and Accrued Interest to Equity                 $      -         $      - $
                                                                                                        516,358
                                                                      ====================================================
                                                                      ====================================================
   Acquisition of Common Stock of Job Through
         a                        Promissory Note to Stamford,
         including the Acquisition of Stamford's Debt to Four         $                $                $
         Creditors                                                    -                -                856,250
                                                                      ====================================================
                                                                      ====================================================
   Common Stock Issued in Exchange for Settlement of Debt                   $   13,620 $                $
                                                                                       -                869,870
                                                                      ====================================================
                                                                      ====================================================

   Exercise of 650,000 Share Purchase Warrants of                     $                $                $
         Job                 Through Accounts Payable                 -                -                72,198
                                                                      ====================================================
                                                                      ====================================================
   Write-off of Advance for Business Acquisition                      $                $                $
                                                                      -                -                25,000
                                                                      ====================================================
                                                                      ====================================================
   Write-off of Investment                                            $                $                $
                                                                      -                -                1,568,149
                                                                      ====================================================
                                                                      ====================================================
   Equity Loss on Investment                                          $                $                $
                                                                      -                -                44,107
                                                                      ====================================================
                                                                      ====================================================
   Gain on Settlement of Debt                                         $                $                $
                                                                      -                -                687,538
                                                                      ====================================================





















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


<PAGE>


                               JURE HOLDINGS, INC.
                     (formerly known as THOR VENTURES CORP.)
                          (A Development Stage Company)


                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations.

Organization. Jure Holdings, Inc. (formerly Thor Ventures Corp.) (the Company)
was incorporated on September 12, 1989, under the laws of the State of Florida
with an authorized capital of 500,000 shares of $0.01 par value preferred stock
and 200,000,000 shares of $0.01 par value common stock.

On August 2, 1991, the Company issued 100,000 (1,000,000 pre-split) shares of
common stock for services rendered at $0.001 per share, or $1,000.

On April 29, 1998, the Company issued 352,500 (3,525,000 pre-split) shares of
common stock at $2.50 per share for payment of debt in the amount of $856,250
and for cash in the amount of $25,000.

On March 26, 1999, the Company issued 118,000 (1,180,000 pre-split) shares of
common stock at $1.00 per share for cash, or $118,000.

On September 14, 1999, the Company issued 7,300 (73,000 pre-split) shares of
common stock at a deemed value of $73,000 to settle a portion of their accounts
payable.

On October 26, 1999, the Company issued 13,900 (139,000 pre-split) shares of
common stock at a deemed value of $138,720 to settle a loan payable.

On May 15, 2000, the Company issued 10,000 (100,000 pre-split) shares of common
stock at $1.00 per share for services rendered, or $10,000. The shares were
issued at the fair market value of the services rendered.

On August 21, 2000, the Company issued 24,300 (243,000 pre-split) shares of
common stock at a deemed value of $72,900, or $3.00 per share, to settle a
portion of their accounts payable.

On October 31, 2000, November 15, 2000 and December 15, 2000, the Company issued
5,000 (50,000 pre-split) shares each, totaling 15,000 (150,000 pre-split) shares
of common stock for services rendered at $3.00 per share, or $45,000. The shares
were issued at the fair market value of the services rendered.

On January 11, 2001, the Company issued 25,400 (254,000 pre-split) shares of
common stock to settle a loan payable at a deemed value of $127,000, or $5.00
per share.

On January 14, 2001, the Company issued 20,000 (200,000 pre-split) shares of
common stock at $10.00 per share for services rendered, or $200,000. The shares
were issued at the fair market value of the services rendered and were included
in accounts payable and accrued liabilities at December 31, 2000.

On March 27, 2001, the Company issued 12,400 (124,000 pre-split) shares of
common stock at a deemed value of $37,200, or $3.00 per share, to settle a
portion of their accounts payable.

On May 1, 2001, the Company issued 36,000 (360,000 pre-split) shares of common
stock at $3.00 per share upon the exercise of warrants. The exercise price was
paid through settlement of a portion of accounts payable and accrued
liabilities, loan and interest payable.

On July 3, 2001, the Company issued 7,500 (75,000 pre-split) shares of common
stock at a deemed value of $45,000, or $6.00 per share, to settle a portion of
their accounts payable.

On August 3, 2001, the Company issued 40,000 (400,000 pre-split) shares of
common stock at $5.00 per share, or $200,000, for consulting services rendered.
The shares were issued at the fair market value of the services rendered.

On November 26, 2002, the Company changed its name from Thor Ventures Corp. to Jure Holdings, Inc.

On December 13, 2002, the Company consolidated its capital structure by a one
for ten (1:10) reverse split of the common stock with no change in par value.
All per share and per share information have been adjusted retroactively to
reflect the reverse stock split.

On December 20, 2002, the Company's Board of Directors authorized the issuance
of 2,178,264 shares of restricted common stock in full satisfaction of $288,301
of debt as follows: (i) 158,385 shares at $0.10 per share for loans and accrued
interest of $15,839 during 2002 and 2001; (ii) 1,196,192 shares at $0.10 per
share for loans and accrued interest of $119,619 during 2002 and 2001; (iii)
740,000 shares at $0.15 per share for consulting services rendered during 2001
and 2002, and to be rendered during 2003 totaling $111,000; (iv) 82,687 shares
at $0.50 per share in settlement of debt accrued for office space provided in
2002 and 2001 of $41,343; and (v) 1,000 shares at $0.50 per share for $500 of
administrative services rendered during 2001.

On February 21, 2003, the Company issued 152,520 and allotted 4,000 common
shares at $0.10 per share. Out of the total shares issued and allotted, 136,200
common shares were issued in settlement of debt of $13,620 and 20,320 shares
were issued/allotted for the current period legal services in the amount of
$2,032.

On February 26, 2003, the Company issued 500,000 shares of common stock at $0.10
per share for cash totaling $50,000.

Nature of operations. The Company is a development stage company, as defined in
Financial Accounting Standards Board No. 7. (See Note 2.)

Summary of Significant Accounting Policies.

Fiscal Periods - The Company's fiscal year ends on December 31st.

 Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make certain estimates and assumptions that affect the
reported amounts and timing of revenues and expenses, the reported amounts and
classification of assets and liabilities, and disclosure of contingent assets
and liabilities. These estimates and assumptions are based on the Company's
historical results as well as management's future expectations. The Company's
actual results could vary materially from management's estimates and
assumptions. Interim Financial Information - The interim financial information
for the three-month period ended March 31, 2003 is unaudited. In the opinion of
management, such statements reflect all adjustments (consisting only of normal
recurring adjustments) necessary for a fair representation of the results of the
interim period. The results of operations for the three-month period ended March
31, 2003 are not necessarily indicative of the results for the entire year.

Accounting Method - The Company's financial statements are prepared using the
accrual method of accounting for financial statement and tax return purposes.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Management makes its best estimate of the ultimate outcome for
these items based on historical trends and other information available when the
financial statements are prepared. Changes in estimates are recognized in
accordance with the accounting rules for the estimate, which is typically in the
period when new information becomes available to management. Actual results
could differ from those estimates.

Cash and Cash Equivalents - The Company considers all highly liquid instruments
purchased with an original maturity of three months or less to be cash
equivalents.

Concentration of Credit Risk - The Company maintains a U.S. dollar bank account
in a Canadian bank that is not insured.

Property and Equipment - Property and equipment, stated at cost, is depreciated
under the straight-line method over their estimated useful lives.

Investment - The Company accounts for investments in companies where it is able
to exercise significant influence using the equity method.

Income Taxes - The Company accounts for income taxes under the provisions of
SFAS No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred income
tax assets and liabilities are computed for differences between the financial
statements and tax bases of assets and liabilities that will result in taxable
or deductible amounts in the future, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary, to reduce
deferred income tax assets to the amount expected to be realized.

Foreign Currency Translation - The Company maintains both a U.S Dollar and a
Canadian Dollar bank account at a financial institution in Canada. Transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency, which is the U.S.
Dollar, are included in the results of operations as incurred. Revenues and
expenses are translated at average exchange rates in effect during each period.








Earnings Per Share - Basic earnings or loss per share is based on the weighted
average number of common shares outstanding. Diluted earnings or loss per share
is based on the weighted average number of common shares outstanding and
dilutive common stock equivalents. Basic earnings/loss per share is computed by
dividing net income applicable to common stockholders (numerator) by the
weighted average number of common shares outstanding (denominator) for the
period. All earnings or loss per share amounts in the financial statements are
basic earnings or loss per share, as defined by SFAS No. 128, "Earnings Per
Share." Diluted earnings or loss per share does not differ materially from basic
earnings or loss per share for all periods presented. Convertible securities
that could potentially dilute basic earnings or loss per share in the future,
such as options or warrants, are not included in the computation of diluted
earnings or loss per share because to do so would be antidilutive. All per share
and per share information are adjusted retroactively to reflect stock splits and
changes in par value.

Stock-Based Compensation - The Company accounts for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees." Compensation cost
for stock options, if any, is measured as the excess of the quoted market price
of the Company's stock at the date of grant over the amount an employee must pay
to acquire the stock. SFAS No. 123, "Accounting for Stock-Based Compensation,"
established accounting and disclosure requirements using a fair-value-based
method of accounting for stock-based employee compensation plans. The Company
has elected to remain on its current method of accounting as described above,
and has adopted the pro forma disclosure requirements of SFAS No. 123.

Comprehensive Income - The Company includes items of other comprehensive income
by their nature in a financial statement and displays the accumulated balance of
other comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of the balance sheet.

Capital Structure - The Company discloses its capital structure in accordance
with SFAS No. 129, "Disclosure of Information about Capital Structure," which
establishes standards for disclosing information about an entity's capital
structure.

Fair Value of Financial Instruments - For certain of the Company's financial
instruments, including cash and cash equivalents, unsecured advances, prepaid
expenses, accounts payable and accrued liabilities, the carrying amounts
approximate fair value due to their short maturities.

Start-up Expenses - The Company expenses start-up costs and organization costs
for financial statement purposes pursuant to AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-up Activities." For income tax purposes, the
Company has elected to treat these costs as deferred expenses, to be amortized
over a period of sixty months beginning in the first month the Company is
actively in business.

Goodwill and Other Intangible Assets - The Company adopted SFAS No. 142 as of
January 1, 2002, which addresses accounting and reporting for intangible assets
acquired, except for those acquired in a business combination. SFAS No. 142
presumes that goodwill and certain intangible assets have indefinite useful
lives. Accordingly, goodwill and certain intangibles will not be amortized but
rather will be tested at least annually for impairment. SFAS No. 142 also
addresses accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. The adoption had no effect on these financial
statements.


<PAGE>


Impairment of Long-Lived Assets - Long-lived assets are reviewed for impairment
when circumstances indicate the carrying value of an asset may not be
recoverable. For assets that are to be held and used, an impairment loss is
recognized when the estimated undiscounted cash flows associated with the asset
or group of assets is less than their carrying value. If impairment exists, an
adjustment is made to write the asset down to its fair value, and a loss is
recorded as the difference between the carrying value and fair value. Fair
values are determined based on quoted market values, discounted cash flows or
internal and external appraisals, as applicable. Assets to be disposed of are
carried at the lower of carrying value or estimated net realizable value.

Impairment and Disposal of Long-Lived Assets - In October 2001, the FASB issued
SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
effective for fiscal years beginning after December 15, 2001. This Statement
supersedes SFAS No. 121 and the accounting and reporting provisions of
Accounting Principles Board (APB) Opinion No. 30, and also amends Accounting
Research Bulletin (ARB) No. 51. The Company adopted this statement as of January
1, 2002, and it requires that one accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired,
and broadens the presentation of discontinued operations to include more
disposal transactions. The adoption had no effect on these financial statements.

Related Party Transactions - A related party is generally defined as (i) any
person that holds 10% or more of the Company's securities and their immediate
families, (ii) the Company's management, (iii) someone that directly or
indirectly controls, is controlled by or is under common control with the
Company, or (iv) anyone who can significantly influence the financial and
operating decisions of the Company. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between
related parties. (See Note 6).

Reclassification - Certain prior period amounts have been reclassified to
conform to the current year presentation. These changes had no effect on
previously reported results of operations or total stockholders' equity.

Recent Accounting Pronouncements - The Financial Accounting Standards Board
("FASB") has issued the following pronouncements, none of which are expected to
have a significant affect on the financial statements:

April 2002 - SFAS No. 145 - "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections." Under SFAS No.
4, all gains and losses from extinguishment of debt were required to be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. This Statement eliminates SFAS No. 4 and, thus, the exception
to applying APB No. 30 to all gains and losses related to extinguishments of
debt. As a result, gains and losses from extinguishment of debt should be
classified as extraordinary items only if they meet the criteria in APB No. 30.
Applying the provisions of APB No. 30 will distinguish transactions that are
part of an entity's recurring operations from those that are unusual or
infrequent or that meet the criteria for classification as an extraordinary
item. Under SFAS No. 13, the required accounting treatment of certain lease
modifications that have economic effects similar to sale-leaseback transactions
was inconsistent with the required accounting treatment for sale-leaseback
transactions. This Statement amends SFAS No. 13 to require that those lease
modifications be accounted for in the same manner as sale-leaseback
transactions. This statement also makes technical corrections to existing
pronouncements. While those corrections are not substantive in nature, in some
instances, they may change accounting practice.



June 2002 - SFAS No. 146 - "Accounting for Costs Associated with Exit or
Disposal Activities." This Statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The principal difference
between this Statement and EITF 94-3 relates to its requirements for recognition
of a liability for a cost associated with an exit or disposal activity. This
Statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3,
a liability was recognized at the date of an entity's commitment to an exit
plan. This Statement is effective for exit or disposal activities that are
initiated after December 31, 2002.

October 2002 - SFAS No. 147 - "Acquisitions of Certain Financial Institutions,
an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9,"
which applies to the acquisition of all or part of a financial institution,
except for a transaction between two or more mutual enterprises. SFAS No. 147
removes the requirement in SFAS No. 72 and Interpretation 9 thereto, to
recognize and amortize any excess of the fair value of liabilities assumed over
the fair value of tangible and identifiable intangible assets acquired as an
unidentifiable intangible asset. This statement requires that those transactions
be accounted for in accordance with SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." In addition, this
statement amends SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," to include certain financial institution-related intangible
assets. This statement is effective for acquisitions for which the date of
acquisition is on or after October 1, 2002, and is not applicable to the
Company.

December 2002 - SFAS No. 148 - "Accounting for Stock Based
Compensation-Transition and Disclosure." This statement was issued to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. This statement is effective for financial
statements for fiscal years ending after December 15, 2002. This statement does
not have any impact on the Company because the Company does not plan to
implement the fair value method.

Pending Accounting Pronouncements - It is anticipated that current pending
accounting pronouncements will not have an adverse impact on the financial
statements of the Company.

















NOTE 2 - GOING CONCERN

The Company has been a development stage company and has incurred ongoing net
operating losses since inception, September 12, 1989. The accompanying financial
statements have been prepared in conformity with generally accepted accounting
principles in the United States, which contemplates continuation of the Company
as a going concern, which is dependent upon the Company's ability to establish
itself as a profitable business. It is the Company's belief that it will
continue to incur losses for at least the next twelve months, and as a result
will require additional funds from debt or equity investments to meet such
needs. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. The Company anticipates that its major
shareholders will contribute sufficient funds to satisfy the cash needs of the
Company for the next twelve months. However, there can be no assurances to that
effect, as the Company has no revenues and the Company's need for capital may
change dramatically if it acquires an interest in a business opportunity during
that period. If the Company cannot obtain needed funds, it may be forced to
curtail or cease its activities. Management's plans are to seek a merger with an
existing operating company. The continued existence of the Company is dependent
upon its ability to meet future financing requirements and the success of future
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern.

To meet these objectives, the Company successfully converted outstanding debt of
$288,301 representing loans and other liabilities, to equity on December 20,
2002, and additionally converted $15,652 of debt during 2003 representing
$13,620 of outstanding liabilities at December 31, 2002, and the balance
representing 2003 fees incurred for legal services rendered pursuant to a Form
S-8 Registration Statement. Further, pursuant to a REG S Securities Purchase
Agreement dated February 5, 2003, the Company was able to raise $50,000 cash
through the issuance of 500,000 shares of common stock at $0.10 per share, which
was partially used to further reduce substantially all of the remaining
outstanding liabilities as of December 31, 2002. The Company is also in the
process of acquiring OpenLimit Holdings AG, a Swiss developer of internet
enabled credit cards (see Note 10). Management believes that actions presently
taken to revise the Company's operating and financial requirements provide the
opportunity for the Company to continue as a going concern. The Company's future
ability to achieve these objectives cannot be determined at this time. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty and should not be regarded as
typical for normal operating periods.

NOTE 3 - FIXED ASSETS

Fixed assets consist of computer equipment stated at cost, or $2,663.
Accumulated depreciation was $1,956 and depreciation expense charged to
operations during the first quarter of fiscal 2003 and 2002, and for the period
from September 12, 1989 (inception) through March 31, 2002, was $85, $85, and
$1,956, respectively.











NOTE 4 - INCOME TAXES

There is no current or deferred tax expense for the three months ended March 31,
2003 and 2002 due to the Company's loss position. The benefits of timing
differences have not been previously recorded. The deferred tax consequences of
temporary differences in reporting items for financial statement and income tax
purposes are recognized, as appropriate. Realization of the future tax benefits
related to the deferred tax assets is dependent on many factors, including the
Company's ability to generate taxable income within the net operating loss
carry-forward period. Management has considered these factors in reaching its
conclusion as to the valuation allowance for financial reporting purposes. The
income tax effect of temporary differences comprising deferred tax assets is a
result of net operating loss carry-forwards, capital loss carry-forwards, and
start-up costs reserved against a full valuation allowance.

As at March 31, 2003, the income tax effect of temporary differences utilizing a
34% statutory federal income tax rate comprising the deferred tax assets and
deferred tax liabilities on the accompanying balance sheet is a result of the
following:

Deferred Taxes
NOL Carry-forwards                                                                        $          20,768
Start-Up Costs                                                                                      481,256
Capital Loss Carry-forwards                                                                         314,404
                                                                                                    -------
Total Deferred Tax Assets                                                                           816,428
Valuation Allowance                                                                                (816,428)
                                                                                             -----------------
                                                                                             -----------------
Net Deferred Tax Assets                                                                   $               -
                                                                                             -----------------

The Company has available net operating loss carry-forwards of approximately
$61,000 that expire through 2022 and capital loss carry-forwards of
approximately $925,000 that expire in 2004 available for tax purposes to offset
future taxable income. Amortization of start-up costs is over a period of sixty
months available in the first year the Company has sales. Pursuant to the Tax
Reform Act of 1986, annual utilization of the Company's net operating loss
carry-forwards may be limited if a cumulative change in ownership of more than
50% is deemed to occur within any three-year period.

NOTE 5 - WARRANTS

The Company had share purchase warrants outstanding, entitling the holders to
acquire 176,250 (1,762,500 pre-split) common shares of the Company's common
stock at a price of $10.00 ($1.00 pre-split) per share, expiring on April 14,
2000. On April 10, 2000, the Company granted a two-year extension to the expiry
date and agreed to reduce the exercise price of share purchase warrants to
current market value at a price of $3.00 ($0.30 pre-split) per share. On May 1,
2001, the Company issued 36,000 (360,000 pre-split) shares of common stock upon
exercise of warrants at $3.00 ($0.30 pre-split) per share, reducing the total of
warrants outstanding to 140,250 (1,402,500 pre-split). The warrants were not
valued because the exercise price equaled or exceeded the fair market value of
the common stock on the date of issuance. As of April 1, 2002, all remaining
warrants expired as unexercised.

NOTE 6 - RELATED PARTY TRANSACTIONS

Consulting fees - For the three months ended March 31, 2003 and 2002, the
Company paid consulting fees of $8,025 to the Director and Officer of the
Company, and $15,000 to the Company's majority shareholder. (See Note 9).

Loans from shareholders - Certain shareholders loan the Company funds, as
necessary, to meet working capital requirements. The loans represent a series of
demand loans with no specific repayment terms. During the year ended December
31, 2002, the Company received a series of loans amounting to $61,262, bearing
interest at 9% per annum. On December 20, 2002, the loans ($121,762) and accrued
interest ($10,389) outstanding amounting to $135,458 were converted to 1,354,577
shares of restricted common stock.

Rent Expense - The Company rents office space from a shareholder on a monthly
basis at $1,000 per month ($2,140 per month until December 31, 2002). Total rent
expense charged to operations during the three months ended March 31, 2003 was
$3,000 (March 31, 2002 - $6,420).

Other Advances - Consist of amounts due from companies with a director and
officer in common. They are non-interest bearing and without specific terms of
repayment.

Prepaid Expenses - Include $1,173 of consulting fees paid in advance to a
director and officer of the company.

Accounts Payable and Accrued Liabilities - Include $1,667 owing to a majority
shareholder and a company controlled by the majority shareholder of the Company.

NOTE 7 - BAD DEBT EXPENSE

Included in operations for the period from September 12, 1989 (inception) to
March 31, 2003, is a bad debt expense of $25,000 representing an advance to an
unrelated company while it tried to finalize the terms of a business acquisition
agreement. The negotiation was terminated in December 2000 and management
determined there was no likelihood of recovery of the advance.
NOTE 8 - INVESTMENTS

Job Industries, Ltd. -During fiscal 1998, the Company purchased from Stamford
International Inc. ("Stamford"), 5,905,250 common shares of Job Industries Ltd.
("Job"), 1,880,000 share purchase warrants of Job, and a License Agreement of
Job for $1,738,803. In consideration for the investments, the Company assumed
Stamford's debt to four creditors in the amount of $856,250 and issued a
promissory note to Stamford in the amount of $882,553. The Company also
exercised 650,000 of the above share purchase warrants at a cost of $72,198. The
remaining 1,230,000 share purchase warrants expired.

The Company's investment represented a 36% equity interest in Job, and as a
result was accounted for using the equity method. Subsequent to the acquisition
of the Job shares, the market value of these shares decreased significantly, and
the Company wrote down the investment by $1,568,149 to the investments fair
market value based on its last quoted trading price on December 31, 1998.

During fiscal 1999, the Company delivered all of its 6,555,250 common shares of
Job Industries Ltd. ("Job") of $198,745 and paid $49,791 to settle the note
payable to Stamford in the amount of $882,553, plus interest payable in the
amount of $53,521. As a result, the Company incurred a gain on settlement of
debt in the amount of $687,538, which was included in results of operations for
the year ended December 31, 1999. The transactions are summarized as follows:

Equity investment                                                      $ 1,738,803
Exercise of share purchase warrants                                         72,198
Equity loss in investment                                                  (44,107)
Write-down of investment
                                                                        (1,568,149)
Balance, December 31, 1998                                                 198,745
Shares exchanged to settle debt                                           (198,745)
                                                               -------    --------
Balance, December 31, 1999                                    $
                                                                                 -

IWT Pharma Corporation - During fiscal 1999, the Company entered into an
agreement to acquire all of the issued and outstanding shares of IWT Pharma
Corporation by issuing a total of 4,100,000 shares of common stock. Subsequent
to September 30, 1999, the agreement was canceled and as a result, shares
previously issued were canceled.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

The Company has entered into certain agreements for consulting services with the
President and Director at $2,675 per month and with the majority shareholder at
$5,000 per month. Pursuant to the consulting agreements, which have automatic
renewal provisions, the Company is committed to paying $7,675 per month until
terminated by the Company or the consultants. For the three months ended March
31, 2003 and 2002, consulting expenses for these two consultants was $23,025.

NOTE 10 - SUBSEQUENT EVENTS

On April 11, 2003 the Company entered into a Stock Exchange Agreement
("Agreement") with OpenLimit Holding AG ("OpenLimit"), a Swiss corporation,
wherein the Company agreed to issue to the shareholders of OpenLimit 42,000,000
shares in exchange for the 4,200,000 shares that constitute all the issued and
outstanding shares of OpenLimit. OpenLimit wholly owns OpenLimit Access
Marketing AG, a Swiss corporation, Bonneville Group AG, a Swiss corporation, and
SignCubes GmBH, a German corporation. The parties closed the Agreement on April
25, 2003 with the acquisition of OpenLimit.

OpenLimit is a leading Swiss developer of internet enabled credit cards
(Smartcards) that are sold as part of a package to internet users through a
specialized network marketing program that directs customers to an OpenLimit
internet portal where subscribers can purchase goods and services. The OpenLimit
package consists of an internet credit card (OpenLimit Card) with an integrated
chip that utilizes a digital signature, the OpenLimit card reader and the
OpenLimit SignCubes software. Each OpenLimit subscriber receives an immediate
credit line, starting at $200 up to $1,000 depending on the credit evaluation of
the individual. Once a credit limit has been established, each subscriber is
granted access to the OpenLimit Tower, where customers can transact purchases on
the internet at preferred rates with the security that comes from using digital
signatures. Existing credit cards do not offer this functionality or security on
the internet.

Since the former owners of OpenLimit end up with control of the Company the
transaction would normally be considered a purchase by OpenLimit, however, since
the Company is not a business the transaction is not a business combination.
Instead, the transaction is accounted for as a recapitalization of OpenLimit and
the issuance of stock by OpenLimit (represented by the outstanding shares of the
Company) for the assets and liabilities of the company. The value of the net
assets of the Company is the same as their historical book value.

The Company intends to change its name to "OpenLimit, Inc." to reflect its
business focus as soon as is practicable pursuant to Securities and Exchange
Commission rules and regulations.

<PAGE>


20

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

When used in this discussion, the words "believes", "anticipates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, that
speak only as of the date hereof. The Company undertakes no obligation to
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Readers are also urged to carefully review and consider the various disclosures
made by the Company that attempt to advise interested parties of the factors
which affect the Company's business, in this report, as well as the Company's
periodic reports on Forms 10-KSB, 10-QSB and 8-K filed with the Securities and
Exchange Commission.

Plan of Operation

On April 11, 2003 the Company entered into a Stock Exchange Agreement
("Agreement") with OpenLimit Holding AG ("OpenLimit"), a Swiss corporation,
wherein the Company agreed to issue to the shareholders of OpenLimit 42,000,000
shares in exchange for the 4,200,000 shares that constitute all the issued and
outstanding shares of OpenLimit. OpenLimit wholly owns OpenLimit Access
Marketing AG, a Swiss corporation, Bonneville Group AG, a Swiss corporation, and
SignCubes GmBH, a German corporation. The parties closed the Agreement on April
25, 2003 with the acquisition of OpenLimit.

OpenLimit is a leading Swiss developer of internet enabled credit cards
(Smartcards) that are sold as part of a package to internet users through a
specialized network marketing program that directs customers to an OpenLimit
internet portal where subscribers can purchase goods and services. The OpenLimit
package consists of an internet credit card (OpenLimit Card) with an integrated
chip that utilizes a digital signature, the OpenLimit card reader and the
OpenLimit SignCubes software. Each OpenLimit subscriber receives an immediate
credit line, starting at $200 up to $1,000 depending on the credit evaluation of
the individual. Once a credit limit has been established, each subscriber is
granted access to the OpenLimit Tower, where customers can transact purchases on
the internet at preferred rates with the security that comes from using digital
signatures. Existing credit cards do not offer this functionality or security on
the internet.

The Company is currently building its network marketing program through a series
of meetings in Switzerland, Germany and Austria, open to marketing professionals
and amateurs, interested in participating in the multi-level business
opportunity offered by the Company. Management expects to launch its internet
enabled credit cards through its network marketing advisors in July of 2003.

The Company intends to raise up to $5,000,000 through a private placement of
common stock to be offered in Europe at a price of $1.25 per share as a
mechanism to fund costs over the next 12 months associated with general and
administrative expenses, software development and the start of its network
marketing program.

The Company intends to change its name to "OpenLimit, Inc." to reflect its
business focus as soon as is practicable pursuant to Securities and Exchange
Commission rules and regulations.

<PAGE>


33

ITEM 3.  CONTROLS AND PROCEDURES

The Company's chief executive officer and chief financial officer ("Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for the Company. The Certifying Officers have concluded (based on
his evaluation of these controls and procedures as of a date within 90 days of
the filing of this report) that the design and operation of the Company's
disclosure controls and procedures (as defined in Rule 13a-14(c) under the
Securities Exchange Act of 1934) are effective. No significant changes were made
in the Company's internal controls or in other factors that could significantly
affect those controls subsequent to the date of the evaluation, including any
corrective actions with regard to slight deficiencies and material weaknesses.

PART II

ITEM 2.  CHANGES IN SECURITIES

On February 26, 2003 the Company sold 500,000 shares of common stock to the
Affaires Financieres S.A., at $0.10 a share for a total of $50,000 pursuant to
the terms of a subscription agreement, relying on exemptions provided by
Regulation S and Section 4(2) of the Securities Act of 1933 ("Securities Act"),
as amended.

The Company made this offering based on the following factors: (1) the issuance
was an isolated private transaction by the Company which did not involve a
public offering; (2) there was only one offeree who was issued the Company's
stock for cash; (3) the offeree stated an intention not to resell the stock and
has continued to hold it since it was acquired; (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6) the negotiations that lead to the issuance
of the stock took place directly between the offeree and the Company.

Regulation S provides generally that any offer or sale that occurs outside of
the United States is exempt from the registration requirements of the Securities
Act, provided that certain conditions are met. Regulation S has two safe
harbors. One safe harbor applies to offers and sales by issuers, securities
professionals involved in the distribution process pursuant to contract, their
respective affiliates, and persons acting on behalf of any of the foregoing (the
"issuer safe harbor"), and the other applies to resales by persons other than
the issuer, securities professionals involved in the distribution process
pursuant to contract, their respective affiliates (except certain officers and
directors), and persons acting on behalf of any of the forgoing (the "resale
safe harbor"). An offer, sale or resale of securities that satisfied all
conditions of the applicable safe harbor is deemed to be outside the United
States as required by Regulation S. The distribution compliance period for
shares sold in reliance on Regulation S is one year.

The Company complied with the requirements of Regulation S by having no directed
selling efforts made in the United States, by selling only to buyers who were
outside the United States at the time the buy orders originated, and ensuring
that each person is a non-U.S. person with an address in a foreign country.

On April 18, 2003, the Company authorized the issuance of 400,000 shares of
common stock to Sutton Park International, Ltd. valued at $0.30 a share pursuant
to the terms of a consulting agreement, relying on exemptions provided by
Regulation S and Section 4(2) of the Securities Act of 1933 ("Securities Act"),
as amended.




The Company made this offering based on the following factors: (1) the issuance
was an isolated private transaction by the Company which did not involve a
public offering; (2) there was only one offeree who was issued the Company's
stock for cash; (3) the offeree stated an intention not to resell the stock and
has continued to hold it since it was acquired; (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6) the negotiations that lead to the issuance
of the stock took place directly between the offeree and the Company.

The Company complied with the requirements of Regulation S by having no directed
offering efforts made in the United States, by offering only to a recipient who
was outside the United States at the time the consulting agreement was executed,
and ensuring that the entity was a non-U.S. person with an address in a foreign
country.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 24 of this Form 10-QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K. No reports on Form 8-K were filed during the
         period covered by this Form 10-QSB.































                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, this 9th day of June, 2003.




JURE HOLDINGS, INC.



/s/ Henry Dattler
Henry Dattler
President, Chief Executive Officer, and Director


/s/ Josef Mettler
Josef Mettler
Chief Financial Officer and Director







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

I, Henry Dattler., certify that:

     1.  I have reviewed this quarterly Report on Form 10-QSB of Jure Holdings, Inc.;

     2.   Based on my knowledge, this  quarterly 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 officers and I have disclosed, based on our most recent evaluation, to
the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):

         (a) All significant deficiencies in the design or operation of internal controls which could adversely
affect the registrant's ability to record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

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

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

Date: June 9, 2003 /s/ Henry Dattler
Henry Dattler, Chief Executive





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

I, Josef Mettler., certify that:

     1.  I have reviewed this quarterly Report on Form 10-QSB of Jure Holdings, Inc.;

     2.   Based on my knowledge, this  quarterly 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 officers and I have disclosed, based on our most recent evaluation, to
the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):

         (a) All significant deficiencies in the design or operation of internal controls which could adversely
affect the registrant's ability to record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

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

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

Date: June 9, 2003 /s/ Josef Mettler
Josef Mettler, Chief Financial Officer
























                                INDEX TO EXHIBITS

EXHIBIT  PAGE
NO. NO. DESCRIPTION

3(i)(a)                   *         Articles of Incorporation of the Company

3(i)(b)                  **         Amended Articles of Incorporation of the Company

3(ii)                     *         Bylaws of the Company

10(i)                   ***         Stock Exchange Agreement dated April 25, 2003 between the Company and OpenLimit Holding AG.

10(ii)                   **         Debt Settlement Agreement dated December 19, 2002 between the Company and Zmax Capital Corp.

10(iii)                  **         Debt Settlement Agreement dated December 19, 2002 between the Company and Shafiq Nazerali.

10(iv)                   **         Debt Settlement Agreement dated December 19, 2002 between the Company and Zmax Capital Corp.

10(v)                    **         Debt Settlement Agreement dated December 19, 2002 between the Company and Shafiq Nazerali.

10(vi)                   25         Subscription Agreement dated April 18, 2003 between the Company and Affaires Financieres S.A.

99.1                     33         Certification Pursuant to 18 U.S.C. Section 1350, Section 906 of
                                    the Sarbanes-Oxley Act of 2002


* Incorporated by reference from the 10-SB filed with the Securities Exchange
Commission on December 30, 1999. ** Incorporated by reference from the 10-KSB
filed with the Securities and Exchange Commission on April 9, 2003 ***
Incorporated by reference with the 8-K filed with the Securities and Exchange
Commission on May 5, 2003

















EXHIBIT 10(vi)

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE
BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION "S" PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN
DISTRIBUTORS) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. HEDGING TRANSACTIONS
INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT. THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.

                     OFFSHORE SECURITIES PURCHASE AGREEMENT

This Offshore Securities Purchase Agreement (the "Agreement") is executed in
reliance on transaction exemption from registration afforded by Regulation S
("Regulation S") as promulgated by the U.S. Securities and Exchange Commission
("SEC"), under the Securities Act of 1933, as amended ("the Act").

This Agreement has been executed by the undersigned purchaser in connection with
the sale, at a price of Ten Cents (US$0.10) per share, of Five Hundred Thousand
(500,000) shares of the $.01 par value common stock of
                               JURE HOLDINGS, INC.
                        1818 - 1177 West Hastings Street
                         Vancouver, B.C. Canada V6E 2K3

a corporation organized under the laws of the State of Florida, United States of
America (the "Company").

         The undersigned,

         Affaires Financieres S.A.
         c/o Dr. Curti
         Bachtholdstrasse2
         CH-8044 Zurich
         Switzerland
(hereinafter referred to as the "Subscriber"), in order to induce the Company to
enter into the transaction contemplated hereby, and acknowledging that the
Company will rely thereon, represents, warrants and agrees as follows:

1.       Agreement for Purchase and Sale; Purchase Price. (a) The Subscriber
         hereby agrees to purchase, and the Company hereby agrees to sell to
         Subscriber, Five Hundred Thousand ( 500,000) shares of the Company's
         $.01 par value common stock (the "Shares"), at a purchase price of Ten
         Cents (US$0.10) per share for US $50,000 ("Purchase Price"). The
         closing of the transactions contemplated hereby (the "Closing") shall
         be deemed to occur when both Subscriber and Company have executed this
         Agreement. Subscriber shall pay the Purchase Price to Company as soon
         as reasonably possible subsequent to the execution of this Agreement.
         Company shall issue the Shares to Subscriber upon receipt of the
         Purchase Price, or as soon thereafter as reasonably possible.
2.       Subscriber Representations; Access to Information; Independent Investigation

         (a) Offshore Transaction. Subscriber represents and warrants to the
Company that:

                  (i) Subscriber is not a "U.S. person" as that term is defined
                  in Rule 902 of Regulation S, and is not acquiring the
                  securities for the account or benefit of any U.S. person;

                  (ii) Subscriber is not, and on the Closing Date will not be,
                  an affiliate of the Company;

                  (iii) At the time the buy order is/was originated, on the date
                  this Agreement was executed and delivered, and on the Closing
                  Date, Subscriber was outside the United States; no offer to
                  purchase the Shares was made in the United States; and the
                  transactions contemplated hereby have not been and will not be
                  pre-arranged by the Subscriber with a purchaser located in the
                  United States or who is a U.S. person;

                  (iv) All offers or sales of the Shares made before the
                  expiration of the one-year "distribution compliance period"
                  (which begins on the date of the final closing of the offering
                  of the Shares and ending 365 days thereafter) shall not be
                  made to a U.S. person or for the account or benefit of a U.S.
                  person (other than a distributor) unless the Shares are
                  registered under the Act or a valid exemption can be relied
                  upon under both the appropriate U.S. state or federal
                  securities laws;

                  (v) Subscriber represents and warrants and hereby agrees that
                  Subscriber will resell the Shares only in accordance with the
                  provisions Regulation S, pursuant to registration under the
                  Act, or pursuant to an available exemption from registration,
                  and Subscriber shall not engage in hedging transactions with
                  regard to the Shares unless in compliance with the Act;

                  (vi) Subscriber is not an underwriter or dealer of the Shares;
                  and is not a distributor or participating, pursuant to
                  contractual agreement, in the distribution of the Shares;

                  (viii) Each distributor participating in offering the Shares,
                  if any, has agreed in writing that all offers and sales of the
                  Shares prior to the expiration of the "distribution compliance
                  period" shall only be made in compliance with the safe harbor
                  contained in rules 903 or 904 of Regulation S, pursuant to
                  registration of the Shares under the Act, or pursuant to an
                  exemption from registration; and each distributor has further
                  agreed in writing not to engage in hedging transactions
                  regarding the Shares unless in compliance with the Act;

                  (ix) Subscriber has been informed and understands that the
                  Shares are subject to certain offering restrictions, which
                  include the following: (A) the Shares are deemed to be
                  "restricted securities" within the meaning of Rule 144 under
                  the Act; and (B) that the certificates evidencing ownership of
                  the Shares will bear a restrictive legend;

                  (x) All offering documents received by Subscriber include
                  statements to the effect that the Shares have not been
                  registered under the Act and may not be offered or sold in the
                  United States or to U.S. persons (other than distributors as
                  defined in Regulation S) during the "distribution compliance
                  period" unless the Shares are registered under the Act or an
                  exemption from the registration requirements is available;



<PAGE>


                  (xi) Subscriber acknowledges that receipt of the Shares as a
                  purchase involves a high degree of risk and further
                  acknowledges that it can bear the economic risk of the
                  purchase of the Shares, including the total loss of its
                  investment;

                  (xii) Subscriber understands that the Shares are being offered
                  and issued in reliance on specific exemptions from the
                  registration requirements of federal and state securities laws
                  and that the Company is relying on the truth and accuracy of
                  the representations, warranties, and agreements of Subscriber
                  set forth herein in order to determine the applicability of
                  such exemptions and the suitability of Subscriber to acquire
                  the Shares;

                  (xiii) Subscriber is sufficiently experienced in financial and
                  business matters to be capable of evaluating the merits and
                  risks of receiving the Shares, and to make an informed
                  decision relating thereto;

                  (xiv) In evaluating its investment, Subscriber has consulted
                  its own investment and/or legal and/or tax advisors;

                  (xv) Subscriber understands that in the SEC's view, the
                  statutory basis for the exemption claimed for this transaction
                  would not be available if the offering, though in technical
                  compliance with Regulation S, is part of a plan or scheme to
                  evade the registration provisions of the Act; and Subscriber
                  confirms that its purchase is not part of any such plan or
                  scheme. Subscriber is acquiring the Shares for investment
                  purposes and has no present intention to sell the Shares in
                  the United States or to a U.S. person or for the account or
                  benefit of a U.S. person either now or promptly after the
                  expiration of the "distribution compliance period."

The foregoing representations and warranties are true and correct as of the date
hereof, as well as of the date the Company accepts this Agreement, and shall
survive thereafter.

                                (b) Beneficial Owner. Subscriber is purchasing
              stock for its own account or for the account of beneficiaries for
              whom Subscriber has full investment discretion with respect to
              stock and whom Subscriber has full authority to bind, so that each
              such beneficiary is bound hereby as if such beneficiary were a
              direct Subscriber hereunder and all representations, warranties
              and agreements herein were made directly by such beneficiary.

                                (c) Directed Selling Efforts. Subscriber has
              not, and will not, engage in any activity for the purpose of, or
              that could reasonably be expected to have the effect of,
              conditioning the market in the United States for any of the
              securities sold hereunder. To the best knowledge of the
              Subscriber, neither the Company nor any person acting for the
              Company has conducted any "directed selling efforts" as that term
              is defined in Rule 902 of Regulation S. Such activities include
              placing an advertisement in a publication "with a general
              circulation in the United States" that refers to the offering of
              the Shares described in this Agreement.

           (d) Independent Investigation. Subscriber, in electing to subscribe
              for stock hereunder, has relied solely upon the representations
              and warranties of the Company set forth in this Agreement and on
              independent investigation made by it and its representatives, if
              any. Subscriber has been given no oral or written representation
              or assurance from the Company or any representation of the Company
              other than as set forth in this Agreement or in a document
              executed by a duly authorized representative of the Company making
              reference to this Agreement. Subscriber has received answers and
              information in response to its investigation that it deems to be
              complete and satisfactory.
                                (e) No Government Recommendation or Approval.
              Subscriber understands that no United States federal or state
              agency, or similar agency of any other country, has passed upon or
              made any recommendation or endorsement of the Company, this
              transaction or the purchase of the Shares.

                                (f) No Formation or Membership in "Group."
              Subscriber is not part of a "group" as that term is defined under
              the Act. Subscriber is not, and does not intend to become,
              included with two or more persons acting as a partnership,
              syndicate, or other group for the purpose of acquiring, holding or
              disposing of securities of the Company.

3.       The Company Represents Covenants and Warrants the following:

     (a)      Reporting Status and Stage of the Company. The Company is a
              corporation duly organized, validly existing and in good standing
              under the laws of the State of Florida and is duly qualified as a
              foreign corporation in all jurisdictions in which the failure to
              so qualify would have a material adverse effect on the Company and
              its subsidiaries taken as a whole. (i) The Company is subject to
              the reporting requirements of section 13 or 15(d) of the
              Securities Exchange Act of 1934, as amended; (ii) The Company is
              not an investment company subject to reporting requirements the
              Investment Company Act of 1940.

                     (b) Concerning the Stock. The issuance, sale and delivery
              of the Shares are within the Company's corporate powers and have
              been duly authorized by all required corporate action on the part
              of the Company and its stockholders. When such Shares are issued,
              sold and delivered in accordance with the terms hereof for the
              consideration expressed herein, such securities will be duly and
              validly issued, fully paid and non-assessable. There are no
              preemptive rights of any shareholders of the Company.

     (c)      Offshore Transaction. The Company has not offered or sold the
              Shares to any person in the United States, or, to the best
              knowledge of the Company, to any identifiable groups of U.S.
              citizens abroad, or to any U.S. person as that term is defined in
              Regulation S, nor has the Company offered or sold the Shares for
              the account or benefit of any U.S. person. At the time the buy
              order for the stock was originated the Company and/or its agents
              reasonably believed Subscriber was outside the United States and
              was not a U.S. person.

     (d)      Prearranged Sale. The Company and/or its agents believe that the
              transaction contemplated hereby has not been pre-arranged with a
              buyer in the United States.

     (e)      No Directed Selling Efforts. The Company has not conducted any
              "directed selling efforts" as that term is defined in Rule 902 of
              Regulation S nor has Company conducted any general solicitation
              relating to the offer and sale of the stock to persons resident
              within the United States or any other U.S. person as that term is
              defined in Rule 902 of Regulation S.

     (f)      Subscription Agreement. This Agreement has been duly authorized,
              validly executed and delivered on behalf of the Company and is a
              valid and binding agreement enforceable against the Company in
              accordance with its terms, subject to general principles of equity
              and to bankruptcy or other laws affecting the enforcement of
              creditors' rights.




4.       Reliance on Representations. The Subscriber understands that the offer
         and sale of the Shares are not being registered under the Act. The
         Company is relying on Regulation S governing offers and sales made
         outside the United States, as well Rule 144as the representations,
         warranties and agreements of the Subscriber made herein, to determine
         exemption from registration under the Act.

5.       Agreement to Comply with Regulation S. As required by Regulation S, the
         Company must agree, and does hereby agree, that it will refuse to
         register any transfer of the Shares not made in accordance with the
         provisions of Regulation S, pursuant to registration under the Act, or
         pursuant to an available exemption from registration; provided,
         however, that if the securities are in bearer form or foreign law
         prevents the Company from refusing to register securities transfers,
         other reasonable procedures (such as the legend described in paragraph
         6, below) are implemented to prevent any transfer of the securities not
         made in accordance with the provisions of Regulation S.

6. Distribution  Compliance Period; Legend.  Regulation S restricts the offer or
sale of the  Shares to a U.S.  person or for the  account  or  benefit of a U.S.
person for a period of three  hundred  sixty five (365) days  commencing  on the
date of  closing  of this  offering.  Rule  902(f) and Rule 903 govern the three
hundred sixty five (365) day distribution  compliance  period. In the event that
multiple  purchasers  are accepted by the Company,  the three hundred sixty five
(365) day distribution compliance period shall begin only after the closing date
of the  entire  offering  to all  purchasers.  Subscriber  understands  that the
Company  will  refuse  to  register  any  transfer  of the  Shares  not  made in
accordance with the provisions of Regulation S, pursuant to  registration  under
the Act, or pursuant to an available  exemption from  registration,  and it will
instruct its transfer agent to place a stop transfer  order on any  certificates
representing  such Shares which are attempted to be transferred  contrary to the
above conditions.  Certificates  representing the shares will bear the following
legend: "The shares represented by this certificate have been issued pursuant to
Regulation S promulgated  under the Securities Act of 1933, as amended  ("Act"),
and  have  not been  registered  under  the Act.  Transfer  of these  shares  is
prohibited  except in accordance  with  Regulation  S, pursuant to  registration
under the Act, or pursuant to an  available  exemption  from  registration,  and
hedging  transactions  involving these securities may not be conducted unless in
compliance  with the Act.  These  shares may not be  offered or sold  within the
United  States or to, or for the  account  of, a "U.S.  Person" (as that term is
defined in Regulation S) until after the 365th day following the closing date of
the offering. After such date, this legend shall have no further effect."

7.       Resales. Subscriber acknowledges and agrees that the stock may only be
         resold (a) in compliance with all state and federal securities laws,
         (b) pursuant to a Registration Statement under the Act or (c) pursuant
         to an exemption from registration under the Act under Regulation S and
         any applicable U.S. state securities laws.

8.       Distributor Notice to Purchasers. The parties agree and acknowledge
         that each distributor of the shares, if any, selling the Shares to a
         distributor, a dealer, or a person receiving a selling concession, fee
         or other remuneration, before the expiration of the one-year
         distribution compliance period, must send a confirmation or other
         notice to such purchaser stating that the purchaser is subject to the
         same restrictions on offers and sales that apply to a distributor.




9. Transfer Agent Instructions.  The Company will instruct its transfer agent to
issue  one  or  more  stock  certificates   representing  the  Shares  with  the
restrictive  legend  set forth in Section 6 in the name of  Subscriber  and will
instruct  such agent that the Shares have been issued  pursuant to Regulation S.
The  Company  further  agrees  that  upon  the  expiration  of the  distribution
compliance  period,  the Company will  cooperate as fully as the law allows with
Subscriber's request to lift the restrictive legend from the Shares upon receipt
of  sufficient  evidence  that  the  Subscriber  has  complied  with  applicable
securities laws and, upon receipt of such evidence,  shall promptly instruct the
Transfer  Agent to transfer  the Shares into  "Street  Name"  without  legend as
expeditiously as practical after receipt of the certificates  representing  such
Shares,  provided  that the  Company  shall  not be  required  to  deliver  such
instructions   if  it  knows,   or   reasonably   believes,   that  any  of  the
representations made by the Subscriber is false.

10.      Stock Delivery Instructions. The share certificates shall be delivered
         to the Subscriber at such times and places to be mutually agreed upon.

11.      Conditions of the Company's Obligation to Issue Shares. Purchaser
         understands that the Company's obligation to issue the Shares is
         conditioned upon:

                  The receipt and acceptance by the Company of this Offshore
                  Securities Purchase Agreement for all of the Shares, which
                  receipt and acceptance will be evidenced by execution of this
                  Agreement by the Company's Chairman or President.

12.      Entire Agreement. This Offshore Securities Purchase Agreement
         constitutes the entire agreement among the parties hereto with respect
         to the subject matter hereof and supersedes any and all prior or
         contemporaneous representations, warranties, agreements and
         understandings in connection therewith. This Offshore Securities
         Purchase Agreement may be amended only by a writing executed by all
         parties hereto.

13.      Confidentiality. Each of the Company and the Subscriber agrees to keep
         confidential and not to disclose to, or use for the benefit of, any
         third party the terms of this Agreement or any other information which
         at any time is designated by the other party as being confidential
         without the prior written approval of the other party; provided,
         however, that this provision shall not apply to information which, at
         the time of disclosure, is already part of the public domain (except by
         breach of this Agreement) and information which is required by law to
         be disclosed.

14.      Indemnification. Each of the Company and the Subscriber agrees to
         indemnify the other and to hold the other harmless from and against any
         and all losses, damages, liabilities, costs and expenses (including
         reasonable attorneys' fees) which the other may sustain or incur in
         connection with any breach by the indemnifying party of any
         representation, warranty or covenant made by it in this Agreement.

15.      Notices. Any notice to be given or to be served upon any party to this
         Agreement in connection with this Agreement must be in writing and will
         be deemed to have been given and received upon confirmed receipt, if
         sent by facsimile, or two (2) days after it has been submitted for
         delivery by Federal Express or an equivalent carrier, charges prepaid
         and addressed to the following addresses with a confirmation of
         delivery:





                  If to the Company, to:

                  Jure Holdings, Inc.
                  1818 - 1177 West Hastings Street
                  Vancouver, B.C. Canada V6E 2K3
                  Attn.: Nora Coccaro President
                  Phone No.: (604) 602-1717
                  Fax No.:     (604) 687-6755

         If to the Subscriber, to:

                  Affaires Financieres S.A.
                  c/o Dr. Eugen Curti
                  Bachtoldstrasse 2
                  CH-8044 Zurich, Switzerland

                  Phone No: (411) 213 92 04
                  Fax No.:    (411) 213 92 90

         Any party may, at any time by giving written notice to the other party,
         designate any other address in substitution of an address established
         pursuant to the foregoing, to which such notice will thereafter be
         given.

16.      Multiple Counterparts. This Agreement may be executed in several
         counterparts, each of which will be deemed to be an original but all of
         which will constitute one in the same instrument. However, in enforcing
         any party's rights under this Agreement it will be necessary to produce
         only one copy of this Agreement signed by the party to be charged. A
         signature sent by legible facsimile shall be deemed an original.

17.  Governing  Law. This Agreement will be construed and enforced in accordance
with and  governed  by the laws of the  State of  Florida,  except  for  matters
arising under the Act, without reference to principles of conflicts of law. Each
of the parties  hereby  consents  to the  personal  jurisdiction  of the federal
courts whose districts  encompass any part of the State of Florida in connection
with any dispute arising under this Agreement and hereby waives,  to the maximum
extent  permitted by law, any objection,  including any objection based on forum
non conveniens,  to the bringing of any such  proceeding in such  jurisdictions.
Each party  hereby  agrees  that if another  party to this  Agreement  obtains a
judgment against it in such a proceeding, the party which obtained such judgment
may  enforce  same by  summary  judgment  in the  courts of any  country  having
jurisdiction  over the party against whom such  judgment was obtained,  and each
party hereby  waives any defenses  available to it under local law and agrees to
the  enforcement of such a judgment.  Each party to this  Agreement  irrevocably
consents  to the  service of process in any such  proceeding  by the  mailing of
copies thereof by registered or certified mail,  postage prepaid,  to such party
at its address set forth in this  agreement.  Nothing  herein  shall  affect the
right of any party to serve process in any other manner permitted by law.







The undersigned acknowledges that this Agreement shall not be effective unless
and until accepted by the Company as indicated below.

DATED this 4th day of February, 2003.

"Subscriber"

Affaires Financieres S.A.

/s/ Michael Jent
Name:  Michael Jent
Assist. Manager


/s/ Werner Wagemann
Name: Werner Wagemann
Manager

Jurisdiction of Execution: Switzerland


"The Company"

Jure Holdings, Inc.



By:  /s/ Nora Coccaro
Nora Coccaro
President

Accepted this ___ day of February, 2003.



















EXHIBIT 99.1

        CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of the Company on Form 10-QSB for the
period ended March 31, 2003 as filed with the Securities and Exchange Commission
on the date hereof, we, Henry Dattler, chief executive officer and Josef
Mettler, chief financial officer, certify, pursuant to 18 U.S.C. section 1350,
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) This quarterly report complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and (2) The financial information
contained in this quarterly report fairly represents, in all material respects,
the financial
         condition and result of operations of the Company.



/s/ Henry Dattler
Henry Dattler
Chief Executive Officer
May 13, 2003


/s/ Josef Mettler
Josef Mettler
Chief Financial Officer
May 13, 2003









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