SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                          COMMISSION FILE NO.: 0-31040

                                   REINK CORP.
                                   -----------
                 (Name of Small Business Issuer in its Charter)

                   Delaware                              65-0602729
                --------------                      ---------------------
         (State or other jurisdiction                  (IRS Employer
       of incorporation or organization)            Identification No.)

               5130 Creekbank Road, Mississauga, Ontario, L4W 2G2
               --------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (905) 206-1604
                                 --------------
                           (Issuer's telephone number)

              2550 Haddonfield Road, Pennsauken, New Jersey, 08110
              ----------------------------------------------------
              (Former Name, Former Address and Formal Fiscal Year,
                          if changed since last report)

           Securities registered pursuant to Section 12(b) of the Act:

                 None                                      None
                 ----                                      ----
         (Title of Each Class)                   (Name of Each Exchange
                                                  on which Registered)

               Securities registered pursuant to 12(g) of the Act:

                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. (X)

State issuer's revenues for its most recent fiscal year: $7,497,238.

The aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing sales price for the common stock of $0.05
per share as reported in on the Nasdaq Over-the-Counter Bulletin Board on May
15, 2003, was approximately $ 1,082,643. The shares of Common Stock held by each
officer and director and by each person known to the Company to own 5% or more
of the outstanding Common Stock have been excluded since such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

<PAGE>
                                   REINK CORP.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ____
PART I
______


Item 1.  Business..............................................................3

Item 2.  Properties...........................................................11

Item 3.  Legal Proceedings....................................................11

Item 4.  Submission of Matters to a Vote of Security Holders..................13



PART II
_______


Item 5.  Market for Company's Common Equity And Related Stockholder Matters...13

Item 6.  Management's Discussion and Analysis or Plan of Operations...........14

Item 7.  Financial Statements and Supplementary Date..........................17

Item 8.  Change in and Disagreements with Accountants on
           Accounting and Financial Disclosure................................17


PART III
________


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act..................18

Item 10. Executive Compensation...............................................22

Item 11. Security Ownership of Certain Beneficial Owners and Management.......24

Item 12. Certain Relationships and Related Transactions.......................22

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K......25

Item 14. Control and Procedures ..............................................26

SIGNATURES

                                       -2-
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                                     PART I

                           FORWARD LOOKING STATEMENTS

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The forward-looking statements
contained in this Form 10-KSB are subject to certain assumptions, risks and
uncertainties. Actual results could differ materially from current expectations.
Among the factors that could affect the Company's actual results and could cause
results to differ from those contained in the forward-looking statements
contained herein is the Company's ability to implement its business strategy
successfully, which will depend on business, financial, and other factors beyond
the Company's control, including, among others, prevailing changes in consumer
preferences, access to sufficient quantities of raw materials, availability of
trained labor and changes in industry regulation. There can be no assurance that
the Company will continue to be successful in implementing its business
strategy. Other factors could also cause actual results to vary materially from
the future results covered in such forward-looking statements. Words used in
this Form 10-KSB, such as "expects", "believes", "estimates", and "anticipates"
and variations of such words and similar expressions are intended to identify
such forward-looking statements.

         On September 18, 2000, the Company's Board of Directors approved a
3-for-2 stock split for shareholders of record on September 28, 2000. All
references to shares in this Report have been adjusted to reflect such stock
split.

ITEM 1.  BUSINESS

CORPORATE HISTORY

         Reink Corp. ("Reink" or the "Company") is an established manufacturer
and marketer of environmentally conscious quality aftermarket ink products for
the imaging consumables market. (See: Environmental Compatibility of Products).
Products include ink jet and remanufactured laser toner cartridges, inkjet
refill kits, remanufactured inkjet cartridges, thermal printer film, bulk ink,
and a wide range of speciality inks for industrial printer applications. The
Company generated sales of approximately $8,000,000 in 2001, $7,500,000 in 2002,
and less than $100,000 for the three months ended March 31, 2003. The Company's
sales have been adversely impacted by the departure of certain senior officers
and employees from the Company, the details of which are outlined throughout
this document. The Company currently has 9 employees and consultants, 7 of whom
are located in the Company's main facility in Cookeville, Tennessee and 2 of
whom are located at the Company's administrative facility in Mississauga,
Ontario, Canada.

         The Company has three (3) wholly-owned subsidiaries: Reink Imaging USA,
Ltd.("Reink USA"), Brittany L.L.C.("Brittany"), and Reink Canada Corp.("Reink
CA"). Reink USA is headquartered in Mississauga, Ontario where the Company
maintains its principal administrative offices. Reink Imaging USA, Ltd. also
operates a facility in Cookeville, Tennessee that remanufactures inkjet
cartridges, produces bulk ink, and conducts research and development. Brittany
is a limited liability company located in Pennsauken, New Jersey which owns the
real property upon which Reink USA operations were formerly located. All
operations were removed from this location at the beginning of 2003. Reink CA is
a Canadian corporation with minimal operations formed to handle future sales in
Canada.

         Reink was incorporated in Delaware in March 1999 and, on April 9, 1999
acquired the stock of Renewable Resources, Inc. ("Renewable"). On May 19, 1999,
Reink was acquired by Newmarket Strategic Development Corp. ("Newmarket") for
11,850,000 shares of Newmarket stock pursuant to a Plan of Merger between Reink
and Newmarket. Newmarket then changed its name to Reink Corp. On September 30,
1999, Reink, through its wholly owned subsidiary, Reink USA, purchased all of
the assets and assumed all of the liabilities of Assembly Services Unlimited,
Inc. ("Assembly") and all of the issued and outstanding membership certificates
of Brittany L.L.C. ("Brittany"), the entity owning the real property upon which
Assembly conducted its operations.

                                      -3-
<PAGE>

         On December 31, 2002, the CEO, VP of Finance and one of the production
chemists from the Company's R&D facility resigned(the "Former Officers"). Prior
to resigning the Former officers dismissed all employees of Reink USA. The
Company has commenced legal proceedings against the Former Officers of the
Company for actions it believes to be in violation of non-competition and
confidentiality clauses within their employment contracts. The Company has also
applied for an injunction against a business which the Company believes is being
operated by the Former Officers and competes directly with the Company.

         As a result of the departure of the Former Officers, the remaining
management dropped the impact ribbon business product line and also made the
decision to outsource the remanufactured toner business in 2003. In January 2003
the Company closed down its manufacturing facility in Pennsauken, New Jersey and
moved all inventory and equipment to other locations. At December 31, 2002 the
Company wrote down inventories related to the impact ribbons and toner product
lines to their estimated fair values (See Note 3 to the financial statements).
The Company had an impairment charge on certain fixed assets as a result of
closing the manufacturing facility (See Note 4 to the financial statements). In
addition the Company had an impairment charge on its goodwill relating to the
changes to the impact ribbon and toner product lines (See Note 2 to the
financial statements)

         In January, 2003 the three largest creditors of Reink USA filed a
petition to force the subsidiary into Chapter 7 under the US Federal Bankruptcy
Code. The Company believes that some of the creditors involved with the petition
are supplying the new business, which competes directly with the Company,
founded by the Former Officers. Reink USA filed a motion to have the petition
thrown out since the third creditor withdrew from the filing and also since the
counsel for the petitioners withdrew. Subsequently the remaining two creditors
provided a new third creditor and amended the filing. This new third creditor
also subsequently, withdrew and the two remaining creditors found two other
creditors and filed an amendment. During March 2003, the subsidiary's motion to
convert to a voluntary chapter 11 was accepted by the District of New Jersey,
Federal Bankruptcy Court. Reink is controlling the proceedings and Reink USA is
preparing a plan of reorganization to submit to the court and the creditors.

THE INDUSTRY

         The market for aftermarket imaging supplies is in excess of $25
billion(1). The internet, combined with increased price sensitivity, new
distribution channels such as print-on-demand kiosks, downloadable content, and
portable display devices has increased the overall requirement for printing.

         While the internet has enhanced our ability to communicate
electronically, it is far from paperless. Offices and homes with access to the
Net will print more documents as users demand hard copies of information
retrieved. According to PC Computing, consumers with an internet connection and
an ink jet printer will consume 64% more paper and ink than those without an
internet connection(2).

   Advances in technology continue to create new markets for printer technology.
Digital cameras and photo-quality ink jet printers for example were not
economically available to consumers five years ago. With color printers now
capable of quickly producing crisp prints, the demand for color in business
documents will grow. Advances in printer technology also gave rise to new
industrial applications like vehicle graphics and product coding. In the United
States alone, there are a large number of creative firms, brand marketing firms,
design firms, advertising agencies, general marketing firms, and internal
departments of many organizations that are high volume users of imaging
consumables.

         As companies and offices focus on cost reduction, they turn to one of
the largest cost components, imaging supplies. Where hardware was once the
largest cost in running an office, decreased hardware pricing has shifted the
focus to the large amount spent on consumables. Companies must look at
alternatives that can provide savings on the largest category within office
expense.

                                      -4-
<PAGE>

         The Original Equipment Manufacturers ("OEMs") have developed a strong
installed base by dropping prices on hardware to increase the usage of
consumables thereby creating an annuity known as the "razor/razor blade"
concept. In doing this, OEMs such as Hewlett Packard earn a large percentage of
their revenues and profits from imaging supplies. As a result, they have opened
the door for companies such as Reink to provide cost effective alternatives. As
consumers focus on cost and environmental issues, there will be an increased
awareness of the alternatives available to the OEM replacement cartridges. The
picture is clear: the "fuel" that printers, copiers and multi-function output
devices require is ink, toner, and impact ribbons. These products are fast
becoming the mainstay of this dynamic, high volume, high margin, repeat
business. Reink's strategic vision is to re-engineer the industry by providing
the customer with a viable alternative in aftermarket imaging solutions that are
cost effective and environmentally friendly.

PRODUCT LINES

         Reink is an established manufacturer and marketer of products for the
imaging consumables market. Products that are manufactured and/or marketed,
include ink jet and toner cartridges, inkjet refill kits, remanufactured
cartridges, thermal printer film, bulk ink, and a wide range of specialty inks
for industrial printer applications.

         INK JET REFILL KITS AND CARTRIDGES

         The Company is a manufacturer and distributor of ink jet refill kits
and remanufactured ink jet cartridges for the industry's most popular printers.
Retail office products and retail electronics companies selling into the
aftermarket generate the majority of Reink's ink jet business. Reink centers its
ink jet product strategy on providing multiple products under various brand
names for customers seeking an alternative to current high priced printing
costs.

         LASER TONER CARTRIDGES

         The Company currently outsources the production of its re-manufactured
laser toner cartridges. The Company's research and development staff has enabled
Reink to maintain a top quality product at a fraction of the cost due to the
variable nature of the outsourcing capabilities. There is still substantial
growth taking place in this market segment. Reink plans to aggressively develop
market share by selling products through its existing customer networks as well
as developing new business.

         BULK INK

         The Company manufactured approximately 680,000 pounds of bulk ink in
2001, and approximately 675,000 pounds in 2002. This segment represents a large
opportunity providing the largest margin as well as potential for growth.

         Applications Using Industrial Ink Jet Inks Include:

         o Mailing Systems
         o Unit Pack Printing Systems
         o Packaging Systems
         o Wide Format Printing (used in graphic arts/signage industries)
         o Tag and Label Printing Systems
__________

(1)  Cart Magazine, March 2001, USA Desktop Inkjet Cartridges: OEM v.
     Aftermarket Update

(2)  Source: PC Magazine, November 21, 2000; PC Computer, October 1999

                                      -5-
<PAGE>

         CURRENT INDUSTRIAL INK PRODUCTS

         o Mailing Systems Based on Piezo(3) and Thermal Printhead Technology(4)
         o Optical Character Recognition ("OCR")(5), Fast Dry and Color Inks
         o Bulk Feed Systems
         o 4 Print heads from one bulk ink reservoir
         o Color Inks including Fluorescence "Neon" colors
         o On Target Technologies (OTT)(6)
         o Unit Pack and Carton Printing
         o Modular Ink Technologies (MIT)(7)
         o Trident Mailing Systems, Unit Pack and Carton Printing
         o Valve Jet Inks: Carton Printing
         o New Industrial Ink Products
         o Ink for Digital Cameras-Photo Applications

ENVIRONMENTAL COMPATIBILITY OF PRODUCTS

         The Company manufactures and/or markets, environmentally-conscious
quality aftermarket ink products for the imaging consumables market. The Company
is environmentally-conscious in the following ways:

         o        The Company's line of remanufactured ink jet and laser toner
                  cartridges significantly reduces the rate of disposing
                  cartridges to landfills, especially since cartridges can be
                  reused as many as four (4) times. Therefore, on average, the
                  potential exists to reduce the number of disposed cartridges.

         o        Over one-half of the Company's bulk ink products are used in
                  the remanufacturing of ink jet cartridges made by other
                  companies. This manufacturing process greatly contributes to
                  the reduction of the quantity of cartridges that would
                  otherwise be disposed of in landfills.

         o        The Company's cartridge refill kits are designed to recycle
                  the majority of all ink jet cartridge types from 1 to 6 times
                  resulting in an overall reduction of cartridge waste.
__________

(3)  A Piezo printhead uses a Piezo crystal. This is a shortened term for
     Piezoelectric Ceramic Crystal. This material has the ability to expand and
     contract with the application of electric current. This ability allows a
     Piezo to be the engine in a very small pump. Since it has no moving parts,
     the durability of the material is extremely good.

(4)  Thermal Printhead. This term is also called Bubble Jet. It describes the
     technology of using a thermistor or small heater to instantaneously boil a
     water based ink to form a bubble. This bubble causes the ink to shoot from
     the printhead to the substrate. This is used by Canon, Hewlett Packard,
     Lexmark and other manufacturers. This is a less expensive method and can
     shoot an ink drop at 1000 to 6000 times a second. A thermistor can burn out
     faster than a Piezo but the printheads usually have enough life to be
     re-inked 4 to 14 or more times. With this technology, the printhead and the
     ink reservoir are usually attached.

(5)  This is an abbreviation for the term Optical Character Recognition. This
     designates when a printed character is of a particular style or specific
     printed intensity so that it can be read by a machine that usually has an
     optical scanner.

(6)  This is the name for a company. It does not designate a technology. The
     company makes a particular style of Piezo printhead.

(7)  This is the name for a particular style of ink jet printhead recently
     marketed by NuKote before selling it to a competitor called Xaar. This is a
     unique Piezo printhead that uses something called a "Shared Wall" type of
     print engine. This type of technology is just now becoming popular in the
     field.

                                      -6-
<PAGE>

TRADEMARKS AND PATENTS

         Reink(TM) is a registered trademark owned by the Company and recognized
throughout the industry. The Company's formulas are closely guarded as trade
secrets.

         Reink Corp. is the owner of certain patents registered with the United
States Patents and Tradenames Office as follows:

         o        Patent No. 5,944,228 for the thermoplastic closure for a fluid
                  container and system for refilling a fluid reservoir.

         o        Patent No. 5,607,003 for the thermoplastic closure for a fluid
                  container and system for refilling a fluid reservoir.

         o        Patent No. D356,597, an ink dispenser for refilling ink jet
                  cartridges.

SALES, MARKETING AND DISTRIBUTION

         SALES AND MARKETING

         From the origins of Renewable Resources, sales have increased from
$120,000 in 1993 to approximately $7,500,000 in 2002. The overall strategy of
the Company is to focus on core strengths and identify the product demands of
the imaging supplies market. The Company's goal is to produce high quality ink
which can be sold within a wide number of formats thus minimizing the Company's
reliance on any one segment, channel or customer. Our strategy will focus on the
following channels:

         o Distributors to the Retail channel
         o Industrial market
         o Government and Corporate channels
         o End Consumers - eBusiness
         o Wide Format and related markets.

         The Company's recent sales have been severely impacted by the departure
of certain senior officers and employees from the Company. The Company has
dropped two product lines and had virtually no customers for the first two
months of 2003. The Company has chosen to outsource the bottling of its ink and
also outsource the remanufacture of laser toner cartridges due to the departure
of the Former Officers. Sales for the first quarter are expected not to exceed
$100,000 while the Company moves to bring back the lost customers due to the
departure of the Former Officers.

         DISTRIBUTORS TO THE RETAIL CHANNEL

         The Company will leverage existing retail strategic relationships which
certain key distributors have established in order to increase sales into the
retail segment. This strategy will allow the Company to focus on the products as
opposed to dealing with the packaging and programs necessary to maintain the
retail relationship. The Company produces products which will be sold under
different names or brands which will eliminate the need for marketing or other
programs. This strategy has been successfully implemented in other product
categories such as soft drinks (Cott Corporation, NASDAQ:COTT) and throughout
the retail industry.

         The Company, through its wholly-owned subsidiary, Reink USA, entered
into a contract in February 2001 with Reusable Technologies, Inc. which
generated revenues of approximately $1.5 million during fiscal 2002. The
contract ended and is currently under renegotiation, pending the bankruptcy
proceedings for Reink USA as discussed above.

                                      -7-
<PAGE>

         INDUSTRIAL MARKET

         The Company plans to leverage OEM relationships and ink expertise to
develop new products for sales into the wide format digital printing market, the
digital photography field, and the industrial printing market. The industrial
printing market includes such applications as addressing labels, postal bar
coding and package coding. All consumer packaging companies, from Proctor and
Gamble to beverage companies such as Coke and Pepsi, use inkjet printing for
packaging codes. This market is currently evolving and the Company is in the
planning stage for the launch of a product line into this channel.

         GOVERNMENT AND CORPORATE CHANNELS

         Governments are extremely large users of ink and related products.
Through distributors with existing government business in other products, the
Company has gained access to this large market. As the governmental departments
are focusing on their budgets and the need to cut costs, the need for
alternatives increases, thus providing an opportunity for growth. For example,
the demand for remanufactured inkjet cartridges is growing given the high cost
per OEM cartridge and the increased printer usage as employees are provided with
printers in their individual offices.

         END CONSUMERS - EBUSINESS

         There are a large number of fragmented resellers of products which will
provide the engine to generate sales of the Company's products direct to the end
consumer. The Company is looking at alternatives to sell directly through to the
end consumer and hopes that this focus will provide increased margin and also a
diversified customer base and channel.

         The Company has previously sold to QVC (shopping channel) through a
distributor and the Company anticipates that this direct channel to the consumer
will increase the awareness/education levels related to alternatives to the OEM
products. This increased awareness should drive the demand for cost effective
and environmentally friendly refillable technology.

         WIDE FORMAT AND RELATED MARKETS

         The Company is broadening its line of hard copy supplies and products
through strategic alliances. This is accomplished by seeking out leading
companies in the dyes and sublimation ink markets who have the ability to print
on more porous surfaces (i.e., glass and earthenware), special durable inks for
fabric printing, thermal transfer ribbons for bar coding, label printing and
MICR(8) inks for check printing. Throughout all of business and marketing, ink
remains a fundamental component of communication through items such as
billboards and point-of-sale materials. The Company's strategy focuses on the
areas where ink is consumed and how best to penetrate these channels.

         The Company has identified several companies that cater to certain
types of businesses with which the Company will discuss strategic alliances to
grow the Company and increase revenues. An example of this segment would be beer
distributors and their need for point-of-sale material. In the past the printing
of this material was centralized and posters were shipped out to the resellers
of beer. This was costly due to leftover materials being date sensitive and
further, customization for specific locations being difficult. This function is
being pushed out to the distributors who, in turn, can print in smaller runs on
wide format printers to customize and improve the timely delivery of
__________

(8)  An abbreviation of the term Magnetic Ink Character Recognition. It
     describes an ink technology used almost exclusively on checks. This ink is
     used to print the account number and amount on the bottoms of cancelled
     checks. As the check then passes through a reader, the ink is magnetized
     and subsequently read by the system to date. No one has ever been able to
     print this type of ink successfully with ink jet because it uses a material
     called iron oxide whose particles are too big to print through an ink jet
     print engine.

                                      -8-
<PAGE>

point-of-sale materials. This new segment of the market for ink and related
products will start to emerge as the number of wide format printers increases
resulting in a reduction of the distributor's own printing costs. This business
is fragmented with a number of small players but no dominant supplier. The
Company is positioning itself to capitalize on what the Company anticipates will
be a profitable new developing market through high quality products and
strategic acquisitions within the market segment. There can be no assurance that
the Company's strategy will result in the Company becoming a significant
supplier to this market segment.

         DISTRIBUTION

         The Company primarily sells its products to distributors who in turn
sell into the retail channel as well as other channels. The Company currently
sells its inkjet refill kits and components through an arrangement with Reusable
Technologies, Inc. for worldwide distribution to the wholesale and retail
markets for all inkjet refill kits, replacement packs, and all associated
components. Other products are sold direct to customers or through non-exclusive
arrangements with various distributors. The Company's two largest customers were
Stratitech Inc. and Reusable Technologies, Inc. representing 32% and 20% of
sales for the fiscal year ended December 31, 2002.

RESEARCH AND DEVELOPMENT

         The Company devotes a part of its budget to new product development
("R&D") (approximately $130,000 - $170,000 per year). The Company's R&D
staff/consultants in Tennessee is comprised of three (3) highly respected
chemists and engineers. The R&D team has developed over 150 ink formulations and
ink refill systems for:

         o Major compatible cartridge manufacturers in Asia and the U.S.,
           including products for the U.S. Government Services Administration
           (GSA).

         o Major rechargers in the American recycling industry, including Mexico
           and South America

         o Major office superstores and OEMs, such as Okidata and Olivetti

         o Major accounts in the postal/addressing field requiring specialty
           inks for OCR and bar coding applications

         o The new digital printing and digital photography markets o The
           graphics arts and sign industries to meet the needs of package bar
           coding, postal/addressing and wide format digital printing

         One of the fastest growing sectors of the imaging products and computer
industries is ink jet(Cap Ventures 2002). The Company is a vital part of this
growth offering key technological advances in:

         o        Pigments - new ink jet formulas using precisely controlled
                  dispersion of particles for outstanding fade and water
                  resistance

         o        New 6-Color Systems - this has dramatically broadened the
                  horizon of color printing options, especially in the digital
                  camera field

         o        Industrial Inks - several postal addressing inks with fast dry
                  times and high contrast for OCR; porous and non-porous (film)
                  inks for the packaging field, especially good for high
                  definition bar code printing

         o        Photographic Quality Inks - this development requires precise
                  control of droplet size and substrate interaction which is
                  achievable based on the expertise of the R&D team

                                      -9-
<PAGE>

         o        Bright Colored Pigment Inks

         o        Neon Inks - Reink has developed a full line of neon ink jet
                  inks. It is an emerging technology featuring increased color
                  enhancement branded ink jet printing in the children's market
                  and for greeting card applications

MANUFACTURING AND PRODUCTION

         The Company operates two (2) facilities. The Company's headquarters and
administrative operations are located in a leased location in Mississauga,
Ontario, in a shared 6,000 square foot facility. There is access to
approximately 20,000 square feet of warehousing space as operations demand. The
Company has approximately 2 employees and consultants at the Mississauga site.

         The Company, through its subsidiary Reink USA, also leases 10,000
square feet in Cookeville, Tennessee. The Cookeville facility manufactures bulk
ink and remanufactures ink jet cartridges. Additionally, all research and
development is conducted at the Cookeville location. The Company has
approximately 7 employees and consultants in Cookeville, of which 3 are involved
in research and development and quality control.

         During February, 2003 the Company shut-down its Pennsauken, New Jersey
manufacturing plant and has relocated all inventory to a third party warehouse.
A subsidiary company, Brittany LLC which owned the property, is in the process
of completing a deed in lieu of foreclosure related to the mortgage of $600,000
held on the property. Once complete the Company will have no further obligations
related to the property. The Company has recorded a loss of approximately
$199,000 on the writedown of the property in Pennsauken during the year-ended
December 31, 2002.

COMPETITION

         The imaging supplies business is intensely competitive. In both
impact(9) and non-impact(10) markets, the Company faces competition from both
OEMs as well as other aftermarket manufacturers. Retail aftermarket competitors
include American Ink Jet, Jetfill, Inc., Nu-Kote International, DataProducts and
Formulabs. OEMs currently dominate the market for the majority of toner products
and ink jet supplies. However, the market for compatible toner supplies is still
developing and currently there are several independent competitors in this
market.

         In the industrial market, OEMs control 90% of the ink jet aftermarket.
The major OEMs are Videojet, who has just acquired Marsh (strong in the
corrugated packaging field). Videojet is the leader in the carton and individual
pack coding market. Their major competition is Domino Amjet, Willett
International, Diagraph, Matthews, Markem and several other significant players.
The ink jet packaging printer market is estimated at $800 million annually, with
$150 million attributable to bulk ink sales. Systems based on Trident's Piezo
electric printhead technology represent $80 million of this market(11).
__________

(9)  Any inking method that uses "impact" to make a mark on paper. Examples of
     this are typewriters or matrix printers. They push a formed character into
     a ribbon that is then pushed onto the paper thus making a mark using
     impact.

(10) Any inking devise that does not impact or hit the paper to make a mark.
     Examples of this are ink jet (where the drop is "shot" from the printhead
     to make a mark on the paper) and xerography (where a laser beam is used to
     charge the paper). Like a Xerox copier, the paper is then placed in contact
     with a charged toner. The toner sticks to the charged places on the paper
     and does not stick to the uncharged places. Both technologies then make a
     mark without hitting or impacting the paper.

(11) The estimates and related information contained in Competition section are
     based upon internal research developed by the Company's Research and
     Development department. There can be no assurance that the Company's
     estimates are accurate.

                                      -10-
<PAGE>

         On December 31, 2002, the CEO, VP of Finance and one of the production
chemists from the Company's R&D facility resigned(the "Former Officers"). Prior
to resigning the Former officers dismissed all employees of the Company's main
operating subsidiary, Reink USA. The Company has commenced legal proceedings
against the Former Officers of the Company for actions it believes to be in
violation of non-competition and confidentiality clauses within their employment
contracts. The Company has also applied for an injunction against a business
which the Company believes is being operated by the Former Officers and competes
directly with the Company.

ITEM 2.  PROPERTIES

         Reink currently manufactures products in one (1) facility, as follows:

         COOKEVILLE, TENNESSEE - On September 12, 1999, the Company entered into
a lease for a 10,000 square foot office and warehouse facility located in
Cookeville, Tennessee for a term of sixty (60) months at a cost of $4,690 per
month for the first sixty (60) month period with an option for a second sixty
(60) month term at $5,450 per month. The Company believes the facility to be
well maintained, in substantial compliance with environmental laws and
regulations, and adequately covered by insurance. The Company also believes that
the leased facility is not unique and could be replaced, if necessary, at the
end of the term of the existing lease.

         MISSISSAUGA, ONTARIO - The Company's headquarters and administrative
operations are located in a leased location in Mississauga, Ontario, in a shared
6,000 square foot facility. There is access to approximately 20,000 square feet
of warehousing space as operations demand. The Company has approximately 2
employees and consultants at the Mississauga site.

         As a result of the departure of the Former Officers discussed above,
the remaining management dropped the impact ribbon business product line and
also made the decision to outsource the remanufactured toner business in 2003.
In January 2003 the Company closed down its manufacturing facility in
Pennsauken, New Jersey and moved all inventory and equipment to other locations.
At December 31, 2002 the Company wrote down inventories related to the impact
ribbons and toner product lines to their estimated fair values (See Note 3 to
the financial statements). The Company had an impairment charge on certain fixed
assets as a result of closing the manufacturing facility (See Note 4 to the
financial statements). In addition the Company had an impairment charge on its
goodwill relating to the changes to the impact ribbon and toner product lines
(See Note 2 to the financial statements).

ITEM 3.  LEGAL PROCEEDINGS

         From time to time, the Company may be involved in litigation that
arises in the normal course of business operations.

         During June 1999, the Company entered into a Product Development and
Manufacturing Agreement with FAES USA, Inc. (FAES), a Tennessee corporation.
FAES develops specialized industrial equipment that services the ink-jet
cartridge industry. Pursuant to such agreement, the Company was obligated to
fund FAES development and manufacturing costs of such equipment. In March 2000,
Reink was sued for breach of contract by FAES for approximately $250,000 in the
Chancery Court for Williams County, Tennessee, Case No. 26905. In August 2000,
the Company filed an answer and counterclaim against FAES. The Company and FAES
entered into a settlement agreement and mutual release in May, 2001. The
settlement provides for FAES to receive Reink product to be credited against an
outstanding balance of $241,000 with the outstanding balance to be fully
satisfied by December 2002. The complaint was dismissed with prejudice in June
2001. During the quarter ended June 30, 2002, the Company fully satisfied this
settlement agreement.

         In July 2000, the Internal Revenue Service (the "IRS") made an
adjustment of amounts due to the IRS by Wildan Services, Inc. (which was merged
into Assembly Services Unlimited, Inc. and acquired by the Company in September
1999). The adjustment is for FUTA taxes and penalties in the amount of $37,923.

                                      -11-
<PAGE>

This adjustment is due to the IRS's claim that State Unemployment and Disability
Taxes were unpaid or underpaid resulting in the application of an increased FUTA
rate applied against taxable wages (the first of $7,000 in wages paid to each
employee) for the tax year ended December 31, 1997. The adjustment evolves out
of the same payroll period where penalties for underpayment of payroll taxes due
from Wildan Services, Inc. were abated due to the IRS's findings of reasonable
cause. A response has been made to the IRS requesting the abatement for the same
reasons previously found to meet the reasonable cause standards of the IRS. The
IRS has requested additional information from the State of New Jersey. The
Company continues to request tax clearances and releases (Warrants of
Satisfaction) from the State of New Jersey. The State of New Jersey continues to
respond that the Company's requests are under consideration and being delayed
due to changes made to the State's computer systems.

         In March 2000, the Company paid the State of New Jersey Division of
Taxation and Department of Labor (the "State") in full satisfaction of certain
judgment liens. Although there have been subsequent telephone communications
with the State, the State has not yet issued the Warrants of Satisfaction or tax
clearances.

         In July 2000, Osmonics, Inc. filed a complaint in the Chancery Court
for Putnam County, Tennessee, Case No. 200-218 against Reink USA a/k/a Wildan
Services, Inc. a/k/a Renewable Resources, Inc. alleging breach of contract by
Renewable Resources, Inc. Reink USA filed a pro se response with the Court,
which response was not accepted by the Court as an answer. In October 2000, a
default judgment was entered against Reink USA in the amount of $49,282.61 plus
court costs. In February 2001, the Company filed a Motion for Relief from
Judgment. In June 2001, the Court entered an order setting aside the default
judgment. The case was dismissed with prejudicein October 2001.

         In November 2000, Bayer Corporation filed a complaint in the Superior
Court for New Jersey, Camden County, Case No. 745100 against Renewable
Resources, Inc. and Reink USA alleging breach of contract and seeking damages in
the amount of $17,402.50. The Company's legal counsel has provided the Plaintiff
with documents evidencing that Reink USA is not a successor corporation to
Renewable Resources, Inc., nor is Reink USA contractually obligated for the
debts of Renewable Resources, Inc. The Court, sua sponte, dismissed without
prejudice the litigation for lack of prosecution by Bayer Corporation.

         In February 2001, Tiger Direct, Inc. filed a complaint in the Superior
Court for New Jersey, Bergen County, Case No. BER-L-1605-01 against Reink Corp.
alleging breach of contract and seeking damages in the amount of $22,747.46. In
May 2001, the Company filed an answer and affirmative defenses based upon Tiger
Direct's failure to obtain written approval of the advertising text and layout
utilized in the Reink catalog produced by Tiger Direct. The contract between the
parties provided, inter alia, that Tiger Direct obtain prior written approval of
the advertising text and layout from Reink, which prior written approval Tiger
Direct has failed to produce. The case has been transferred to the Superior
Court for New Jersey, Camden County. During the quarter ended June 30, 2002, the
complaint was dismissed with the Company making a payment of $11,250.

         In March 2001, Holly's HPI Printing filed a complaint in the Superior
Court of New Jersey, Camden County, alleging breach of contract and seeking
damages in the sum of $23,949. The Company's legal counsel provided Plaintiff
with documents evidencing that Reink USA is not a successor corporation to
Renewable Resources, Inc., nor is Reink USA contractually obligated for the
debts of Renewable Resources, Inc. The Plaintiff has voluntarily dismissed
without prejudice Reink USA and Reink Corp. from the litigation.

         The Company assumed the defense of an administrative complaint that the
United States Environmental Protection Agency ("USEPA") filed against Renewable
Resources in October 1999, in Region IV EPA (Atlanta, Georgia), Case No.
SDWA-04-99-032, alleging that the disposal of certain ink products into a septic
system was a violation of the Clean Water Act. The Company and USEPA are
currently engaged in negotiations regarding the actions. The Company has
provided for a reserve of $8,000 based upon such negotiations, however, the
ultimate resolution of this matter cannot be determined at this time.

                                      -12-
<PAGE>

         On December 31, 2002, the CEO and VP of Finance of the Company
resigned. In addition, on the same date, one of the production chemists from the
Company's R&D facility also resigned. Prior to resigning these three officers
dismissed all employees of Reink USA, and left the Company with no employees.
The Company has commenced legal proceedings against the three former officers of
the Company for actions it believes to be in violation of non-competition and
confidentiality clauses within their employment contracts. The Company has also
applied for an injunction against a business which the Company believes is being
operated by the former officers and competes directly with the Company.

         In January, 2003 the three largest creditors of Reink USA filed a
petition to force the subsidiary into Chapter 7 under the US Federal Bankruptcy
Act. The Company believes that some of the creditors involved with the petition
are supplying the new business, which competes directly with the Company,
founded by the Company's former CEO and VP of Finance. Reink USA filed a motion
to have the petition dismissed since the third creditor withdrew from the filing
and also since the counsel for the petitioners withdrew. Subsequently the
remaining two creditors provided a new third creditor and amended the filing.
This new third creditor also subsequently withdrew and the two remaining
creditors found two other creditors and filed an amendment. During March 2003,
the subsidiary's motion to convert to a voluntary chapter 11 was accepted by the
District of New Jersey, Federal Bankruptcy Court. Reink Corp. is controlling the
proceedings and Reink USA is preparing a plan of reorganization to submit to the
court and the creditors. There can be no assurances that the plan will be
successful.

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

         No matters were submitted to a vote of Securityholders through a
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.

                                     PART II

ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
          EQUITY AND OTHER SHAREHOLDER MATTERS

         The Company's Common Stock commenced trading on the Over-the- Counter
Bulletin Board under the symbol "RINC" on May 11, 2000. Set forth below is the
range of high and low bid information for the Company's Common Stock for the
period commencing May 11, 2000 (the inception of trading) through December 31,
2002. This information represents prices between dealers and does not reflect
retail mark-ups or mark-downs or commissions, and may not necessarily represent
actual market transactions.

         Fiscal Period                                    High Bid       Low Bid
         -------------                                    --------       -------

         2001:
         -----
         First Quarter ended March 30, 2001 ............      1.40           .75
         Second Quarter ended June 30, 2001 ............      1.31           .45
         Third Quarter ended September 30, 2001 ........       .62           .10
         Fourth Quarter ended December 31, 2001 ........       .73           .26

         2002:
         -----
         First Quarter ended March 30, 2002 ............       .64           .27
         Second Quarter ended June 30, 2002 ............       .52           .16
         Third Quarter ended September 30, 2002 ........       .34           .16
         Fourth Quarter ended December 31, 2002 ........       .30           .08

         The closing price for the Company's Common Stock on May 15, 2003 was
$0.05 per share.

                                      -13-
<PAGE>

         As of May 15, 2003, there were approximately 147 record holders of the
Company's Common Stock. Moreover, additional shares of the Company's Common
Stock are held for stockholders at brokerage firms and/or clearing houses, and
therefore the Company was unable to determine the precise number of beneficial
owners of Common Stock as of May 15, 2003.

         The Company has never declared or paid cash dividends on its common
stock and the Company's Board of Directors intends to continue its policy for
the foreseeable future. Earnings, if any, will be used to finance the
development and expansion of the Company's business. Future dividend policy will
depend upon the Company's earnings, capital requirements, financial condition
and other factors considered relevant by the Company's Board of Directors and
will be subject to limitations imposed under Delaware law.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion and analysis should be read in conjunction
with the consolidated financial statements and the notes appearing elsewhere in
this Registration Statement.

GENERAL

         In April 2002, the Company received an aggregate of $185,000 of bridge
financing of which $125,000, $50,000 and $10,000 was due on June 2, 2002, June
24, 2002 and July 1, 2002, respectively. In consideration of the loans, the
Company issued an aggregate of 103,600 warrants exercisable anytime over a
period ranging from three to five years to purchase one share of common stock
for each warrant at $0.50 per share. The Company recorded a charge of
approximately $33,000 related to the issuance of such warrants. The
aforementioned loans bear interest ranging from twenty-five percent (25%) to
thirty percent (30%) per annum commencing on the due date of the loans, which
have not yet been repaid.

         On December 31, 2002, the CEO, VP of Finance and one of the production
chemists from the Company's R&D facility resigned(the "Former Officers"). Prior
to resigning the Former officers dismissed all employees of Reink USA. The
Company has commenced legal proceedings against the Former Officers of the
Company for actions it believes to be in violation of non-competition and
confidentiality clauses within their employment contracts. The Company has also
applied for an injunction against a business which the Company believes is being
operated by the Former Officers and competes directly with the Company.

         As a result of the departure of the Former Officers, the remaining
management dropped the impact ribbon business product line and also made the
decision to outsource the remanufactured toner business in 2003. In January 2003
the Company closed down its manufacturing facility in Pennsauken, New Jersey and
moved all inventory and equipment to other locations. At December 31, 2002 the
Company wrote down inventories related to the impact ribbons and toner product
lines to their estimated fair values (See Note 3 to the financial statements).
The Company had an impairment charge on certain fixed assets as a result of
closing the manufacturing facility (See Note 4 to the financial statements). In
addition the Company had an impairment charge on its goodwill relating to the
changes to the impact ribbon and toner product lines (See Note 2 to the
financial statements)

         In January, 2003 the three largest creditors of Reink USA filed a
petition to force the subsidiary into Chapter 7 under the US Federal Bankruptcy
Code. The Company believes that some of the creditors involved with the petition
are supplying the new business, which competes directly with the Company,
founded by the Former Officers. Reink USA filed a motion to have the petition
thrown out since the third creditor withdrew from the filing and also since the
counsel for the petitioners withdrew. Subsequently the remaining two creditors
provided a new third creditor and amended the filing. This new third creditor
also subsequently withdrew and the two remaining creditors found two other
creditors and filed an amendment. During March 2003, the subsidiary's motion to
convert to a voluntary chapter 11 was accepted by the District of New Jersey,
Federal Bankruptcy Court. Reink is controlling the proceedings and Reink USA is
preparing a plan of reorganization to submit to the court and the creditors.

                                      -14-
<PAGE>

         During January through April 2003 the Company issued promissory notes
bearing interest at 12% for proceeds of $175,000. These notes are convertible
into common shares of the Company at $0.05/share at the note-holders option.

YEAR ENDED DECEMBER 31, 2002 AS COMPARED TO YEAR ENDED DECEMBER 31, 2001

         REVENUES - Total revenues decreased to $7,497,238 for the year ended
December 31, 2002, compared to $8,056,458 for the year ended 2001. This decrease
was primarily due to the decrease in business during the fourth quarter from the
Company's two largest customers.

         GROSS PROFIT - Gross profit increased to $2,591,153 in the year ended
2002 from $2,334,001 for the year ended 2001 as a result of the increase in
gross profit margin. Gross profit margin increased in the year ended 2002 from
29% to 35% due to the overall mix of business with higher margin products (bulk
ink and inkjet refill kits) making up a higher percentage of the overall sales.

         OPERATING EXPENSES - Operating expenses increased to $4,397,051 in the
fiscal year ended 2002 from $3,851,260 in fiscal year ended 2001, which
primarily resulted from the impairment of goodwill of $1,010,780 and fixed
assets of 391,331 during the fourth quarter, as a result of the Former Officers
departures as discussed above offset by a decrease of $526,000 in non cash
compensation in 2001 and cost cutting measures throughout the year. Selling,
general, and administrative expenses decreased slightly due to the decline in
sales.

         NET LOSS - As a result of the above, the Company sustained a net loss
of $2,180,125 for the fiscal year ended December 31, 2002 ($0.10 loss per share
on 21,652,850 weighted average outstanding shares), compared to a net loss of
$1,842,754 for the fiscal year ended December 31, 2001 ($0.09 loss per share on
20,442,850 weighted average outstanding shares).

LIQUIDITY AND CAPITAL RESOURCES

         The Company has financed its cash requirements primarily through
operations, bank borrowings, and sales of its securities to accredited
investors. The Company's lending facility is with an asset based lender
providing a $1,000,000 facility based on 80% of accounts receivable. The
facility allows for an up front fee of 1.25% of the accounts receivable financed
and interest at prime plus 4% while the account remains outstanding. The
facility is secured by a first lien on all assets of the Company, and is for a
term of one (1) year with one (1) year renewal periods. Subsequent to the
year-end the Company terminated this facility and had met all obligations under
the agreement.

         The Company's sales and operations have been adversely impacted by the
departure of certain senior officers andemployees from the Company, the details
of which are outlined in throughout this document.

         As of December 31, 2002, the Company had a working capital deficiency
of approximately $3,100,000. The Company has no long term debt. The auditor's
report on its financial statements included elsewhere herein contains an
explanatory paragraph about the Company's ability to continue as a going
concern. The Company expects that the growth and expansion of operations will
require capital infusions of a minimum of $1,500,000 necessary to fund the
purchase of inventory and to meet the Company's working capital needs. During
April 2002 the Company borrowed an aggregate of $185,000 of bridge financing
which has not been repaid when due. Consequently, the Company is paying a
default rate of interest of twenty-five percent (25%) and thirty percent (30%)
on these loans. Subsequent to year-end the Company raised an additional $175,000
through the issuance of promissory notes bearing interest at 12%, payable
semi-annually and convertible into common stock at $0.05/share.

                                      -15-
<PAGE>

         On December 31, 2002, the CEO, VP of Finance and one of the production
chemists from the Company's R&D facility resigned(the "Former Officers"). Prior
to resigning the Former officers dismissed all employees of Reink USA. The
Company has commenced legal proceedings against the Former Officers of the
Company for actions it believes to be in violation of non-competition and
confidentiality clauses within their employment contracts. The Company has also
applied for an injunction against a business which the Company believes is being
operated by the Former Officers and competes directly with the Company.

         As a result of the departure of the Former Officers, the remaining
management dropped the impact ribbon business product line and also made the
decision to outsource the remanufactured toner business in 2003. In January 2003
the Company closed down its manufacturing facility in Pennsauken, New Jersey and
moved all inventory and equipment to other locations. At December 31, 2002 the
Company wrote down inventories related to the impact ribbons and toner product
lines to their estimated fair values (See Note 3 to the financial statements).
The Company had an impairment charge on certain fixed assets as a result of
closing the manufacturing facility (See Note 4 to the financial statements). In
addition the Company had an impairment charge on its goodwill relating to the
changes to the impact ribbon and toner product lines (See Note 2 to the
financial statements)

         In January, 2003 the three largest creditors of Reink USA filed a
petition to force the subsidiary into Chapter 7 under the US Federal Bankruptcy
Code. The Company believes that some of the creditors involved with the petition
are supplying the new business, which competes directly with the Company,
founded by the Former Officers. Reink USA filed a motion to have the petition
thrown out since the third creditor withdrew from the filing and also since the
counsel for the petitioners withdrew. Subsequently the remaining two creditors
provided a new third creditor and amended the filing. This new third creditor
also subsequently withdrew and the two remaining creditors found two other
creditors and filed an amendment. During March 2003, the subsidiary's motion to
convert to a voluntary chapter 11 was accepted by the District of New Jersey,
Federal Bankruptcy Court. Reink is controlling the proceedings and Reink USA is
preparing a plan of reorganization to submit to the court and the creditors.

         There can be no assurances that the Company's plan of reorganization
will be accepted and that the Company will be successful in its attempts to
generate positive cash flows or raise sufficient capital essential to its
survival. To the extent that the Company is unable to generate or raise the
necessary operating capital it will become necessary to further curtail or cease
operations. Additionally, even if the Company does raise operating capital,
there can be no assurances that the net proceeds will be sufficient enough to
enable it to develop its business to a level where it will generate profits and
positive cash flows. These matters raise substantial doubt about the Company's
ability to continue as a going concern

         Except as provided above, the Company has no present commitment that is
likely to result in its liquidity increasing or decreasing in any material way.
In addition, except as noted above, the Company knows of no trend, additional
demand, event or uncertainty that will result in, or that are reasonably likely
to result in, the Company liquidity increasing or decreasing in any material
way. The Company has no material commitments for capital expenditures. The
Company knows of no material trends, favorable or unfavorable, in the
Registrant's capital resources. All of these factors raise substantial doubt as
to whether the Company can continue as a going concern.

         The Company has substantially reduced its overhead and is in the
process of negotiating outsourcing of production until the point in time when
the economies of scale allow for the production in house. The core competency of
ink production remains in the Company and forms the foundation for the Company's
strategy going forward. The Company has recently commenced filling orders for
some prior customers as well as new customers.

                                      -16-
<PAGE>

Critical Accounting Policies

         The Securities and Exchange Commission has requested that filers report
their critical accounting policies. The SEC defines "critical accounting
policies" as those that require application of management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effects of matters that are inherently uncertain and may change in
subsequent periods.

         Our financial statements are prepared in accordance with generally
accepted accounting principles. Preparation of the statements in accordance with
these principles requires that we make estimates, using available data and our
judgment for such things as valuing assets, accruing liabilities, and estimates
expenses. The following is a list of what we feel are the most critical
estimations that we make when preparing our financial statements.

Accounts Receivable - Allowance for Doubtful Accounts
We routinely review our accounts receivable, by customer account aging, to
determine the collectibility of the amounts due based on information we receive
from the customer, past history, and economic conditions. In doing so, we adjust
our allowance accordingly to reflect the cumulative amount that we feel is
uncollectible. This estimate may vary from the proceeds that we actually
collect. If the estimate is too low we may incur higher bad debt expenses in the
future resulting in lower net income. If the estimate is too high, we may
experience lower bad debt expense in the future resulting in higher net income.

Fixed Assets - Depreciation
We maintain buildings, machinery and equipment, and furniture and fixtures to
operate our business. These assets have extended lives. We estimate the life of
individual assets to spread the cost over the expected life. The basis for such
estimates is use, technology, required maintenance, and obsolescence. We
periodically review these estimates and adjust them if necessary. Nonetheless,
if we overestimate the life of an asset(s), at a point in the future, we would
have to incur higher depreciation costs and consequently, lower net income. If
we underestimate the life of an asset(s) we would absorb too much depreciation
in the early years resulting in higher net income in the later years when the
asset is still in service.

Goodwill - Intangible Asset Impairment
We have acquired businesses and or a company. The difference between the value
of the assets and liabilities required, including transaction costs, and the
purchase price is recorded as goodwill. If goodwill is not impaired, it remains
as an asset on our balance sheet at the value acquired. If it is impaired we are
required to write down the asset to an amount that accurately reflects its
carrying value. As discussed the Company has recorded a full impairment of the
goodwill therefore no goodwill remains on the Company's balance sheet.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements required pursuant to this Item 7 are included
in this Form 10-KSB as a separate section commencing on page F-1 and are
incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         Feldman Sherb & Co., P.C., a professional corporation of certified
public accountants ("Feldman") was the independent auditing firm for the
Registrant, for the year ended December 31, 2001 and through the period ended
April 17, 2002. Feldman was merged into Grassi & Co. ("Grassi") on April 17,
2002 with Grassi as the successor firm. Except as described in the following
sentence, the reports of Feldman or Grassi on the financial statements of
Registrant for either of the past two fiscal years did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The report of Feldman on the
financial statements of Registrant for the fiscal year ended December 31, 2001
does, however, contain an expression of substantial doubt regarding Registrant's
ability to continue as a going concern. In addition, during Registrant's two

                                      -17-
<PAGE>

most recent fiscal years and through May 1, 2003, there was no disagreement with
Grassi on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. Registrant has requested that Grassi
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the statements in the 8-K as filed with
the SEC. A copy of any response received by Registrant to that request will be
promptly filed as an amendment to the Form 8-K, and no later than two business
days after received from the Company.

         On May 1, 2003 Marcum & Kliegman LLP ("MKLLP") was engaged as the
Company's new independent accountants, commencing with the audit for the year
ending December 31, 2002. During the two most recent fiscal years and the
interim period preceding the engagement of MKLLP, Registrant had not consulted
with MKLLP regarding either: (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on Registrant's financial statements, and neither
a written report nor oral advice was provided to the Company by MKLLP that MKLLP
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing, or financial reporting issue; or (ii)
any matter that was either the subject of a "disagreement" or event identified
in response to paragraph (a)(1)(iv) of Item 304, as those terms are used in Item
304(a)(1)(iv) of Regulations S-B and S-K and the related instructions to Item
304 of Regulations S-B and S-K.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

         OFFICERS AND DIRECTORS

         The officers and directors of the Company, and further information
concerning them, are as follows:

       NAME              AGE                        POSITION
       ----              ---                        --------

Wayne J. Maddever         54     Director, President and Chief Executive Officer

William M. Smith          39     Executive Vice President,
                                 Chief Financial Officer and Director

William E. Gallagher      45     Former President,
                                 Chief Operating Officer and Director

Robert P. Sinatra         46     Former Secretary/Treasurer

         BIOGRAPHICAL DETAILS

         WAYNE J. MADDEVER, PH.D., P. ENG., joined the Company as a Director in
October, 2000 and was appointed CEO on January 10, 2003. From January, 1999
until October, 2000, Dr. Maddever was General Manager of Sanden Machine, Ltd., a
Cambridge, Ontario, Canada supplier of web offset printing equipment to the
forms, direct mail and commercial printing industries. From December, 1996 to
January, 1999, Dr. Maddever served as President of Resource Plastics, Inc., the
largest recycler of film and rigid plastics in Canada. From May, 1991 to
December 1996, Dr. Maddever served as General Manager of MG Canada, a subsidiary
of Messen Greishein Gnbh, Germany's largest industrial gas company. Dr. Maddever
received is Doctorate in Metallurgical and Materials Science Engineering from
the University of Toronto in 1978.

                                      -18-
<PAGE>

         WILLIAM M. SMITH joined the Company in May, 1999, as Chief Financial
Officer and has served as a Director since May, 2000. From April, 1998 to March,
1999, Mr. Smith was the CFO of the Locator Group Inc., a leader in the
publishing industry. From September, 1994 to March, 1998, Mr. Smith was Vice
President and Treasurer of Cott Corporation, a publicly traded company in both
Canada and the United States. Cott Corporation is the largest private label
manufacturer of soft drinks in North America. Prior to 1994, Mr. Smith was the
Treasurer and Officer at Molson Breweries responsible for all financing, cash
flow, leasing and foreign exchange, amongst other senior financial
responsibilities. Mr. Smith is a chartered accountant and graduated with honors
from the University of Waterloo, Canada with a Bachelor of Mathematics degree in
1987.

         WILLIAM E. GALLAGHER joined the Company in October, 1999, as Chief
Operating Officer, President and CEO of Reink USA. In May, 2000, Mr. Gallagher
assumed the additional duties as President and CEO of the Company. Mr. Gallagher
has served as a Director of the Company since May, 2000. From June 1987 through
September 1999, Mr. Gallagher was the principal shareholder and served as
President of Assembly Services Unlimited, Inc. d/b/a Wildan Services, a
Pennsauken, New Jersey manufacturer of computer and typewriter ribbons and laser
toner cartridges. Mr. Gallagher earned a B.A. in Business Management from Rowan
University in 1979.

         Mr. Gallagher resigned from the Company December 31, 2002. Prior to
resigning Mr. Gallagher was involved in the dismissal of all employees of Reink
USA. The Company has commenced legal proceedings against three former officers
of the Company, including Mr. Gallagher, for actions it believes to be in
violation of non-competition and confidentiality clauses within their employment
contracts. The Company has also applied for an injunction against a business
which the Company believes is being operated by the former officers and competes
directly with the Company.

         ROBERT SINATRA joined the Company in October 1999 as
Secretary/Treasurer and assumed additional duties as Vice President of Finance
of Reink USA. From June, 1998 through September, 1999, Mr. Sinatra served as
controller of Assembly Services Unlimited, Inc. which was purchased by the
Company during 1999. From October, 1987 through June, 1999, Mr. Sinatra served
as controller of BDP International, Inc., a Philadelphia, Pennsylvania
international freight forwarder and customs house broker. Mr. Sinatra secured a
B.A. in accounting from Rutgers University in 1978.

         Mr. Sinatra resigned from the Company December 31, 2002. Prior to
resigning Mr. Sinatra was involved in the dismissal of all employees of Reink
USA. The Company has commenced legal proceedings against three former officers
of the Company, including Mr. Sinatra, for actions it believes to be in
violation of non-competition and confidentiality clauses within their employment
contracts. The Company has also applied for an injunction against a business
which the Company believes is being operated by the former officers and competes
directly with the Company.

         Directors of the Company serve until the next annual meeting of
stockholders of the Company and until their successors are elected and duly
qualified. Officers of the Company will be elected annually by the Board of
Directors and serve at the discretion of the Board. The Company had in place an
employment agreement with its former President and Chief Operating Officer, Mr.
Gallagher, and its former Secretary and Treasurer, Mr. Sinatra. (See Item 10 -
"Executive Compensation, Employment Agreements".)

                                      -19-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth annual remuneration of the Company's
Chief Executive Officer and the Company's three (3) most highly compensated
executive officers other than the Chief Executive Officer for the fiscal years
ended December 31, 2000, 2001 and 2002.
<TABLE>
<CAPTION>
                                                SUMMARY COMPENSATION TABLE
                                                --------------------------

                                        Annual Compensation                          Long Term Compensation
                         -------------------------------------------   --------------------------------------------------
                                                                                Awards                   Payments
                                                                       -------------------------   ----------------------
                                                                       Restricted   Securities
Name of Individual                                   Other Annual      Stock        Underlying/    LTIP      All Other
and Principal Position   Year    Salary     Bonus    Compensation(1)   Award(s)     Options/SARs   Payouts   Compensation
----------------------   ----    ------     -----    ---------------   ----------   ------------   -------   ------------
<S>                      <C>    <C>        <C>           <C>            <C>              <C>         <C>          <C>
William E. Gallagher     2002   $145,886   $15,000       $9,000            -0-           -0-         -0-          -0-
Former President &       2001   $129,808   $15,000       $9,000            -0-           -0-         -0-          -0-
CEO                      2000   $135,000   $15,000       $9,000            -0-           -0-         -0-          -0-


Robert W. Zolg           2002   $ 87,326   $  -0-        $  -0-            -0-           -0-         -0-          -0-
Executive Vice           2001   $ 91,346   $  -0-        $  -0-            -0-           -0-         -0-          -0-
President                2000   $ 95,000   $  -0-        $  -0-            -0-           -0-         -0-          -0-
of Research &
Development (reink
imaging usa ltd.)

Robert P. Sinatra        2002   $100,963   $  -0-        $6,000            -0-           -0-         -0-          -0-
Former  Secretary/       2001   $ 86,539   $  -0-        $6,000         $15,000          -0-         -0-          -0-
Treasurer                2000   $ 90,000   $  -0-        $1,500            -0-           -0-         -0-          -0-

Bradley Garrison(1)      2001   $ 19,946   $ 3,197       $2,250            -0-           -0-         -0-          -0-
Executive Vice           2000   $ 95,000   $23,750       $9,000            -0-           -0-         -0-          -0-
President
of Sales & Marketing

</TABLE>
__________

(1) Indicates annual automobile allowance.

         The following tables sets forth information concerning options granted
to our officers and directors during the year ended December 31, 2001, pursuant
to our Employee Stock Option Plan. No stock appreciation rights ("SAR's") were
granted.

                        Percent of
                        Number of         Total Options
                        Shares            Granted to      Exercise
                        Underlying        Employees in    Price       Expiration
 Name of Individual     Options Granted   Fiscal Year     Per Share   Date
 ------------------     ---------------   -------------   ---------   ----------

 William E. Gallagher   50,000            12%             $ 0.25      12/14/2012

 Robert P. Sinatra      50,000            12%             $ 0.25      12/14/2012

 William M. Smith       50,000            12%             $ 0.25      12/14/2012

 Robert W. Zolg         20,000             5%             $ 0.25      12/14/2012

 Wayne J. Maddever      50,000            12%             $ 0.25      12/14/2012

                                      -20-
<PAGE>

         The following table sets forth information as to Options held by the
executive officers named in the Summary Compensation Table:

                                              Number of
                                              Securities          Value of
                                              Underlying          Unexercised
                                              Unexercised         In-the-Money
                                              Options at          at Fiscal
                        Shares                Fiscal Year End     Year End
                        Acquired                   -                   -
                        Upon       Value      Exercisable/        Exercisable/
 Name of Individual     Exercise   Realized   Unexercisable       Unexercisable
 ------------------     --------   --------   -------------       -------------

 William E. Gallagher   N/A        N/A        150,000 / 275,000   0 / 0

 William M. Smith       N/A        N/A        150,000 / 275,000   0 / 0

 Robert P. Sinatra      N/A        N/A        100,000 / 250,000   0 / 0

 Robert Zolg            N/A        N/A        25,000 /57,500      0 / 0

         On December 31, 2002, Mr Gallagher and Mr. Sinatra resigned and
subsequent to year-end all of their respective options have expired and have
therefore been returned to the pool of options available for employees.
Subsequent to year-end the total number of options outstanding is 750,000.

EMPLOYEE STOCK OPTION PLAN

         On April 5, 2000, the Company's Board of Directors (the "Board")
approved an Employee Stock Option Plan (the "Option Plan") subject to approval
by the Company's shareholders. Under the Option Plan, the Board in its
discretion, may grant stock options to purchase common stock of the Company to
officers and employees, including directors who are employees of the Company.
The Board authorized the reservation of 1,000,000 common shares in conjunction
with the authorization to grant an aggregate of 1,000,000 options pursuant to
the Option Plan. The shareholders approved the Option Plan on April 6, 2000.
After taking into consideration the Company's 3:2 forward stock split, the
authorized number of options and underlying common shares is 1,500,000.

         On May 26, 2000, the Company's Board of Directors approved the grant of
stock options to various employees. The options have an exercise price of $.67
per share and vest over a period of three (3) years. A total of 1,252,500
options were granted to various employees and officers under the Option Plan.

         On December 14, 2001 the Company granted 50,000 options with an
exercise price of $.25 per share.

         On January 10, 2002 the Company granted 415,000 options with an
exercise price of $.25 per share to various employees of the Company. The Board
increased the number of options allowed under the plan to a total of 2 million.

         As of December 31, 2002, stock option activity is summarized as
follows:

                                          Number of Options            Exercise
 Options                                  and Underlying Shares        Price
 -------                                  ---------------------        -----

 Authorized .............................       2,000,000                 n/a
 Granted ................................       1,717,500              $.67/$.25
 Exercised ..............................             -0-                 n/a
 Cancelled ..............................             -0-                 n/a

 Available for grant at December 31, 2002         282,500                 n/a

         As result of resignations and layoffs subsequent to the year-end, the
total number of options outstanding as at May 15, 2003 is 750,000.

                                      -21-
<PAGE>

EMPLOYMENT AGREEMENTS

         The Company executed an Employment Agreement with William E. Gallagher
which commenced October 1, 1999. The Employment Agreement provides that Mr.
Gallagher is to receive a base salary of $135,000 and yearly bonuses up to one
hundred percent (100%) of his base salary, said bonus structured sixty percent
(60%) on objective achievement and forty percent (40%) on Company profitability
as established by the Compensation Committee. Mr. Gallagher is guaranteed a
minimum bonus of $15,000 per year which he received for the year ended December
31, 2001. In the event of termination by the Company, without cause, Mr.
Gallagher would be entitled to the balance remaining in the Employment
Agreement. During the term of his employment and for a period of twelve (12)
months after he receives his last compensation under the Employment Agreement,
Mr. Gallagher cannot directly or indirectly compete with the Company.

         Mr. Gallagher resigned from the Company December 31, 2002. Prior to
resigning Mr. Gallagher was involved in the dismissal of all employees of Reink
USA. The Company has commenced legal proceedings against three former officers
of the Company, including Mr. Gallagher, for actions it believes to be in
violation of non-competition and confidentiality clauses within their employment
contracts. The Company has also applied for an injunction against a business
which the Company believes is being operated by the former officers and competes
directly with the Company.

         The Company executed an Employment Agreement with Robert Sinatra which
commenced October 1, 1999. The Employment Agreement provides that Mr. Sinatra is
to receive a base salary of $90,000 and yearly bonuses up to forty percent (40%)
of his base salary, said bonus structured fifty percent (50%) on objective
achievement and fifty percent (50%) on Company profitability as established by
the Compensation Committee. In the event of termination by the Company, without
cause, Mr. Sinatra would be entitled to the balance remaining in the Employment
Agreement. During the term of his employment and for a period of twelve (12)
months after he receives his last compensation under the Employment Agreement,
Mr. Sinatra cannot directly or indirectly compete with the Company.

         Mr. Sinatra resigned from the Company December 31, 2002. Prior to
resigning Mr. Sinatra was involved in the dismissal of all employees of Reink
USA and left the Company with no employees. The Company has commenced legal
proceedings against three former officers of the Company, including Mr. Sinatra,
for actions it believes to be in violation of non-competition and
confidentiality clauses within their employment contracts. The Company has also
applied for an injunction against a business which the Company believes is being
operated by the former officers and competes directly with the Company.

The Company executed a consulting contract with an unrelated company to provide
the services of Mr. Maddever as CEO of the Company effective January 2003
whereby the company is paid consulting fees of $12,000 per month. This agreement
can be terminated by the Company upon 6 months written notice.


The Company executed a consulting and services contract in January 2003 with a
company controlled by a shareholder, Manchester Consolidated Corp., to provide
the services of various individuals, including but not limited to, Mr. Smith as
CFO of the Company, whereby the company is paid consulting fees at least $15,000
up to $35,000 per month depending on the level of work completed. Fees are
invoiced monthly on an ongoing basis. The company is not current related to such
payments due to it's financial situation. This agreement can be terminated by
the Company upon 9 months written notice.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the date of this Registration
Statement, by (i) each person who is known by the Company to own beneficially
more than five percent (5%) of the Company's outstanding Common Stock; (ii) each
of the Company's officers and directors; and (iii) officers and directors of the
Company as a group:

                                      -22-
<PAGE>

                                                SHARES OF COMMON   PERCENTAGE OF
 NAME AND ADDRESS          POSITION             STOCK OWNED(1)     OWNERSHIP
 ----------------          ---------            ----------------   -------------

 Wayne J. Maddever         Director                    39,000           0.2%
 c/o Reink Corp.
 2550 Haddonfield Road
 Pennsauken, NJ 08110

 William M. Smith          Director, and Chief        550,000           2.5%
 c/o Reink Corp.           Financial Officer
 2550 Haddonfield Road
 Pennsauken, NJ 08110

 William E. Gallagher      Former Director,         1,425,000           6.6%
 c/o Reink Corp.           Former President and
 2550 Haddonfield Road     Chief Operating Officer
 Pennsauken, NJ 08110

 Robert Sinatra            Former Secretary           125,000           0.6%
 c/o Reink Corp.           and Treasurer
 2550 Haddonfield Road
 Pennsauken, NJ 08110

 Anthony M. Pallante       Shareholder              3,150,000(2)       14.5%
 c/o Manchester
 Consolidated Corp.
 120 Adelaide Street West
 Suite 2401
 Toronto, Ontario, M5H 1T1

 Thomas J. Irvine          Shareholder              3,149,999(3)       14.5%
 c/o 4C Holdings, Inc.
 21670 Frontenoc Court
 Boca Raton, Fl 33433

 Kiran Patel               Shareholder                487,500(4)        2.3%
 c/o Kiran Patel
  Irrevocable Trust
 10365 S.W. 58th Street
 Miami, Florida 33173

 Anil Patel                Shareholder                487,500(5)        2.3%
 c/o Anil Patel
  Irrevocable Trust
 10365 S.W. 58th Street
 Miami, Florida 33173


 All officers and directors
 as a group (4 persons)                               589,000           2.7%
 __________

         1        As used herein, the term beneficial ownership with respect to
                  a security is defined by Rule 13d-3 under the Securities
                  Exchange Act of 1934 as consisting of sole or shared voting
                  power (including the power to vote or direct the vote) and/or
                  sole or shared investment power (including the power to
                  dispose or direct the disposition of) with respect to the
                  security through any contract, arrangement, understanding,
                  relationship or otherwise, including a right to acquire such
                  power(s) during the next 60 days. Unless otherwise noted,
                  beneficial ownership consists of sole ownership, voting and
                  investment rights.

                                      -23-
<PAGE>

         2        The shares are issued in the name of Manchester Consolidated
                  Corp. which is controlled by Anthony M. Pallante, former
                  Chairman of the Company's Board of Directors

         3        The shares are issued in the name of 4C Holdings, Inc. which
                  is controlled by Thomas J. Irvine, former Director, President
                  and CEO of the Company, and controlling shareholder in
                  Reusable Technologies, Inc., through whom the Company has a
                  contract to distribute certain products.

         4        The shares are issued in the name of Kiran Patel Irrevocable
                  Trust (the "Trust") whose beneficiary is Kiran Patel. Mr.
                  Patel is a shareholder of Reusable Technologies, Inc. through
                  whom the Company has an arrangement to distribute certain
                  products. Additionally, the Trust owns 243,750 Common Stock
                  Purchase Warrants which, if fully exercised, would increase
                  Mr. Patel's security ownership to approximately 3.4% of the
                  Company's issued and outstanding shares. Mr. Patel is the
                  brother of Anil Patel.

         5        The shares are issued in the name of Anil Patel Irrevocable
                  Trust (the "Trust") whose beneficiary is Anil Patel. Mr. Patel
                  is a shareholder of Reusable Technologies, Inc. through whom
                  the Company has an arrangement to distribute certain products.
                  Additionally, the Trust owns 243,750 Common Stock Purchase
                  Warrants which, if fully exercised, would increase Mr. Patel's
                  security ownership to approximately 3.4% of the Company's
                  issued and outstanding shares. Mr. Patel is the brother of
                  Kiran Patel.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In December 2001, the Company sold 975,000 shares of Common Stock and
487,500 Common Stock Purchase Warrants to one (1) accredited investor for
aggregate consideration of $312,000. Each Common Stock Purchase Warrant is
exercisable to purchase one (1) share of the Company's Common Stock at $0.32 per
share during a five (5) year period commencing from the issuance date. In
addition the warrants are exercisable only after the first anniversary date. In
connection with the issuance of the Company's securities to the accredited
investor pursuant to the private placement, the Company relied on Rule 506 of
Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended (the
"Act") for exemption from the registration requirements of the Act.

         In December, 2001 the Company authorized the issuance of 250,000 shares
at $.30 per share to William Smith and 50,000 shares at $.30 per share to Robert
Sinatra in consideration for their extra service to the Company. In connection
with the issuance of the Company's securities to the accredited investor
pursuant to the private placement, the Company relied on Rule 506 of Regulation
D and/or Section 4(2) of the Securities Act of 1933, as amended (the "Act") for
exemption from the registration requirements of the Act.

         In April 2002, the Company received an aggregate of $185,000 of bridge
financing of which $125,000, $50,000 and $10,000 was due on June 2, 2002, June
24, 2002 and July 1, 2002, respectively. In consideration of the loans, the
Company issued an aggregate of 103,600 warrants exercisable anytime over a
period ranging from three to five years to purchase one share of common stock
for each warrant at $0.50 per share. The Company recorded a charge of
approximately $33,000 related to the issuance of such warrants. The
aforementioned loans bear interest ranging from twenty-five percent (25%) to
thirty percent (30%) per annum commencing on the due date of the loans, which
have not yet been repaid.

                                      -24-
<PAGE>

          On December 31, 2002, the CEO, VP of Finance and one of the production
chemists from the Company's R&D facility resigned(the "Former Officers"). Prior
to resigning the Former officers dismissed all employees of ReinkUSA. The
Company has commenced legal proceedings against the Former Officers of the
Company for actions it believes to be in violation of non-competition and
confidentiality clauses within their employment contracts. The Company has also
applied for an injunction against a business which the Company believes is being
operated by the Former Officers and competes directly with the Company.

         As a result of the departure of the Former Officers, the remaining
management dropped the impact ribbon business product line and also made the
decision to outsource the remanufactured toner business in 2003. In January 2003
the Company closed down its manufacturing facility in Pennsauken, New Jersey and
moved all inventory and equipment to other locations. At December 31, 2002 the
Company wrote down inventories related to the impact ribbons and toner product
lines to their estimated fair values (See Note 3 to the financial statements).
The Company had an impairment charge on certain fixed assets as a result of
closing the manufacturing facility (See Note 4 to the financial statements). In
addition the Company had an impairment charge on its goodwill relating to the
changes to the impact ribbon and toner product lines (See Note 2 to the
financial statements)

In January, 2003 the three largest creditors of Reink USA filed a petition to
force the subsidiary into Chapter 7 under the US Federal Bankruptcy Code. The
Company believes that some of the creditors involved with the petition are
supplying the new business, which competes directly with the Company, founded by
the Former Officers. Reink USA filed a motion to have the petition thrown out
since the third creditor withdrew from the filing and also since the counsel for
the petitioners withdrew. Subsequently the remaining two creditors provided a
new third creditor and amended the filing. This new third creditor also
subsequently withdrew and the two remaining creditors found two other creditors
and filed an amendment. During March 2003, the subsidiary's motion to convert to
a voluntary chapter 11 was accepted by the District of New Jersey, Federal
Bankruptcy Court. Reink is controlling the proceedings and Reink USA is
preparing a plan of reorganization to submit to the court and the creditors.

During January through April 2003 the Company issued promissory notes bearing
interest at 12% for proceeds of $ 175,000. These notes are convertible into
common shares of the Company at $0.05/share at the note-holders option.

                                    PART III

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)      EXHIBITS

(2)      Plan and Agreement of Reorganization by Merger of Reink Corp. With and
         Into Newmarket Strategic Development Corp. Under the Name of Reink
         Corp.(1)

(3)(i)   Articles of Incorporation and Amendments (1)

(3)(ii)  By-Laws (1)

(9)      Agreement for Sale and Purchase of Assets of Assembly Services
         Unlimited, Inc. d/b/a Wildan Services and Membership Certificates of
         Brittany LLC and Plan of Reorganization1

(10)(a)  Exclusive Agreement for Distribution of Product (1)

(10)(b)  Employment Agreements: William E. Gallagher 1 Robert Sinatra (1)


(2)      During the quarter ended December 31, 2002, and through the date of the
         filing of this Form 10-KSB, the Company filed three reports on Form 8-K
         related to a new CEO, the subsidiary's bankruptcy filing and the change
         of auditors.

                                      -25-
<PAGE>

ITEM 14. CONTROL AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this report, Reink Corp. ("the Company")
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer, and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, Chief Executive Officer, and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting the Company to material information required to be
included in the Company's periodic SEC filings relating to the Company
(including its consolidated subsidiaries).

(b) Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these internal controls subsequent to
the date of our most recent evaluation.
__________

(1) Incorporated by reference to the Company's Form 10 (SEC File No. 0-31040) as
filed on February 9, 2001.

                                      -26-
<PAGE>
                                   SIGNATURES

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

                       PURSUANT TO 18 U.S.C. SECTION 1350


In connection with the accompanying Annual Report on Form 10-KSB of Reink Corp.
for the period ended December 31, 2002, Wayne Maeddever, Chief Executive Officer
and William Smith, Chief Financial Officer, hereby certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to the best of our knowledge and belief, that:

(1) Such Annual Report on Form 10-KSB for the period ended December 31, 2002,
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

(2) The information contained in such Annual Report on Form 10-KSB for the
period ended December 31, 2002, fairly presents, in all material respects, the
financial condition and results of operations of Liteglow Industries, Inc.



                                        REINK CORP.


Dated: May 21, 2003                     By: /s/ Wayne J. Maddever
                                            ----------------------------
                                            Wayne J. Maddever, CEO


         In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated.

 Signature                       Capacity                       Date
 ---------                       --------                       ----

 Principal Executive             Chief Executive                May 21, 2003
                                 Officer and Director
 /s/Wayne J. Maddever
 --------------------
 Wayne J. Maddever

 Principal Financial             Executive Vice                 May 21, 2003
 and Accounting Officer          President, Chief
                                 Chief Financial
                                 Officer and Director
 /s/William M. Smith
 -------------------
 William M. Smith

                                      -27-
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Reink Corp. and Subsidiaries


We have audited the accompanying consolidated balance sheet of Reink Corp. and
Subsidiaries as of December 31, 2002, and the related consolidated statements of
operations, changes in stockholders' deficit and cash flows for the years ended
December 31, 2002 and 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Reink
Corp. and Subsidiaries as of December 31, 2002, and the consolidated results of
their operations and their cash flows for the years ended December 31, 2002 and
2001, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has incurred recurring losses and
had a working capital deficiency of approximately $1,900,000 at December 31,
2002. Subsequent to December 31, 2002, the Company has had minimal sales related
to events further described in Note 1. In addition, the Company's operating
subsidiary, Reink Imaging, USA Ltd., filed for Chapter 11 bankruptcy protection.
Management's plans with respect to these matters are also described in Note 1.
The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.


                                                    /s/ Marcum & Kliegman LLP
                                                    ----------------------------
                                                    Marcum & Kliegman LLP
                                                    Certified Public Accountants
May 20, 2003
New York, New York

                                      F-1
<PAGE>
                          REINK CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002


                                     ASSETS

CURRENT ASSETS:
   Cash and Cash Equivalents ....................................   $     6,669
   Accounts Receivable (less allowance for doubtful
      accounts of $136,000) .....................................       246,599
   Inventories ..................................................       343,423
   Building held for resale .....................................       600,000
                                                                    -----------

        TOTAL CURRENT ASSETS ....................................     1,196,691

PROPERTY, PLANT AND EQUIPMENT,net ...............................        90,096

PATENTS, net of accumulated amortization of $23,000 .............        97,000

OTHER ASSETS ....................................................         6,630
                                                                    -----------

                                                                    $ 1,390,417

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts Payable .............................................   $ 1,763,281
   Accrued Expenses (including $227,500 to a related party) .....       502,947
   Due to Financing Company .....................................       118,653
   Notes Payable - Related Party (including accrued
      interest of $63,120) ......................................       483,620
   Notes Payable (including accrued interest of $29,770) ........       214,778
   Mortgage Payable .............................................       600,000
                                                                    -----------
        TOTAL CURRENT LIABILITIES ...............................     3,683,279
                                                                    -----------


STOCKHOLDERS' DEFICIENCY
   Common Stock, $.001 par value,
      100,000,000 shares authorized,
      21,652,850 shares issued and outstanding ..................        21,653
   Additional Paid-In-Capital ...................................     6,285,847
   Accumulated Deficit ..........................................    (8,600,361)
                                                                    -----------
        TOTAL STOCKHOLDERS' DEFICIENCY ..........................    (2,292,861)
                                                                    -----------

                                                                    $ 1,390,417

                 See notes to consolidated financial statements

                                       F-2
<PAGE>
                           REINK CORP AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                     Year ended December 31,
                                                      2002             2001
                                                      ----             ----

REVENUES .....................................    $  7,497,238     $  8,056,458

COST OF GOODS SOLD ...........................       4,906,086        5,722,457
                                                  ------------     ------------
   GROSS PROFIT ..............................       2,591,153        2,334,001
                                                  ------------     ------------

OPERATING EXPENSES
   Selling, general and administrative .......       2,647,154        3,317,136
   Impairment of Goodwill ....................       1,010,780                -
   Write down of fixed assets ................         391,331                -
   Research and development ..................         130,300          168,319
   Depreciation and amortization .............         217,486          365,805
                                                  ------------     ------------
   TOTAL OPERATING EXPENSES ..................       4,397,051        3,851,260
                                                  ------------     ------------

LOSS FROM OPERATIONS .........................      (1,805,898)      (1,517,259)

INTEREST EXPENSE .............................         374,227          325,495
                                                  ------------     ------------

   NET LOSS ..................................    $ (2,180,125)    $ (1,842,754)
                                                  ============     ============

NET LOSS PER SHARE, BASIC AND DILUTED ........    $      (0.10)    $      (0.09)
                                                  ============     ============


WEIGHTED AVERAGE NUMBER OF SHARES ............      21,529,636       20,442,850
                                                  ============     ============

                 See notes to consolidated financial statements

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)


                                                                                                                   Total
                              Common Stock                          Additional                    Prepaid      Stockholders'
                        -----------------------       Paid-In       Accumulated     Shares to     Fees and         Equity
                          Shares        Amount        Capital         Deficit       be Issued     Services     (Deficiency)
                        ----------     --------     -----------     -----------     ---------     ---------     -----------
<S>                     <C>            <C>          <C>             <C>             <C>           <C>           <C>
Balance -
January 1, 2001 ....... 20,507,850     $ 20,508     $ 5,955,771     $(4,577,482)            -     $(540,000)    $   858,797

  Sale of stock and
    warrants for cash .          -            -               -               -     $ 232,000             -         232,000

  Cancellation of stock
    issued for services   (130,000)        (130)       (103,870)              -             -       104,000               -

  Amortization of stock
    issued for services          -            -               -               -       436,000       436,000               -

  Net loss ............          -            -               -      (1,842,754)            -             -      (1,842,754)

                        ----------     --------     -----------     -----------     ---------     ---------     -----------
Balance -
December 31, 2001 ..... 20,377,850       20,378       5,851,901      (6,420,236)      232,000             -        (315,957)

  Sale of stock and
    warrants for cash .    975,000          975         311,025               -      (232,000)            -          80,000

  Stock issued for
    services ..........    300,000          300          89,700               -             -             -          90,000

  Expense re Warrants
    issued ............          -            -          33,221               -             -             -          33,221

  Net loss ............          -            -               -      (2,180,125)            -             -      (2,180,125)

                        ----------     --------     -----------     -----------     ---------     ---------     -----------
Balance -
December 31, 2002 ..... 21,652,850     $ 21,653     $ 6,285,847     $(8,600,361)    $       -     $       -     $(2,292,861)
                        ==========     ========     ===========     ===========     =========     =========     ===========


                                       See notes to consolidated financial statements

                                                             F-4
</TABLE>
<PAGE>
                          REINK CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       Year ended December 31,
                                                         2002           2001
                                                         ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss .........................................  $(2,180,125)  $(1,842,754)

  Adjustments to reconcile net loss to net cash
  provided by operating activities:
   Depreciation and amortization ...................      217,486       365,805
   Stock issued for services .......................            -        90,000
   Warrants issued in connection with notes payable        33,221
   Amortization of prepaid fees and services .......            -       436,000
   Impairment of goodwill ..........................    1,010,780             -
   Write down of fixed assets ......................      391,331
  Changes in operating assets and liabilities:
   Accounts receivable .............................      474,024       267,263
   Prepaid expenses and other current assets .......        6,730        38,589
   Inventories .....................................      258,123       123,211
   Accrued interest related parties ................            -       108,000
   Accrued expenses ................................      119,810      (105,893)
   Other assets ....................................       (6,330)
   Accounts payable and accrued expenses ...........     (312,246)      685,978
                                                      -----------   -----------
        Total Adjustments ..........................    2,192,929     2,008,953
                                                      -----------   -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES ..........       12,804       166,199
                                                      -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase write-off of fixed assets ...............      (27,446)     (127,314)
  Purchase of patents ..............................            -      (120,000)
                                                      -----------   -----------
    NET CASH USED IN INVESTING ACTIVITIES ..........      (27,446)     (247,314)
                                                      -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of Bank Loans ..........................            -        (3,898)
  Proceeds from Bank Borrowings ....................            -      (500,000)
  Repayment of borrowing to financing company ......     (196,613)            -
  Proceeds from factoring agreement ................            -       315,266
  Repayment of Notes Payable - related party .......       43,119             -
  Decrease in due to related party .................     (231,600)       (7,000)
  Decrease in mortgage payable .....................            -        (4,314)
  Proceeds from sales of common stock and warrants .       80,000       232,000
  Proceeds from issuance of note payable ...........      214,778        50,000
  Repayment of capital lease .......................            -       (29,843)
                                                      -----------   -----------
    NET CASH PROVIDED BY (USED IN)
     FINANCING ACTIVITIES ..........................      (90,316)       52,211
                                                      -----------   -----------

NET DECREASE IN CASH ...............................     (104,958)      (28,904)

CASH AT BEGINNING OF YEAR ..........................      111,627       140,531
                                                      -----------   -----------
CASH AT END OF YEAR ................................  $     6,669   $   111,627
                                                      ===========   ===========

   Supplementary Disclosure of Cash Flow information

   Cash paid for interest ..........................  $   301,329   $   217,495
   Cash paid for income taxes ......................  $         -   $         -

   Non Cash financing activities - 2002
   Common Stock for payment of accrued liabilities of $90,000.

                 See notes to consolidated financial statements

                                       F-5
<PAGE>
                          REINK CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              YEARS ENDING DECEMBER 31, 2002 AND DECEMBER 31, 2001

1.       ORGANIZATION AND SIGNIFICANT EVENTS

         Reink Corp, Inc. (the "Company" or "Reink") was incorporated in
         Delaware on March 6, 1999 and, through its wholly owned subsidiaries
         Reink Imaging USA, Ltd.("Reink USA") and Reink Canada Corp.("Reink
         Canada"), manufactures bulk ink, toner cartridges for sale to customers
         as well as ink for use in the manufacturing of ink jet refill kits
         using a patented method to refill ink jet cartridges and re-manufacture
         compatible cartridges. The products are sold to both wholesale
         distributors and retail office supply stores.

         On December 31, 2002, the CEO, VP of Finance and one of the production
         chemists from the Company's R&D facility resigned(the "Former
         Officers"). Prior to resigning the Former officers dismissed all
         employees of the Company's main operating subsidiary, Reink USA. The
         Company has commenced legal proceedings against the Former Officers of
         the Company for actions it believes to be in violation of
         non-competition and confidentiality clauses within their employment
         contracts. The Company has also applied for an injunction against a
         business which the Company believes is being operated by the Former
         Officers and competes directly with the Company.
         As a result of the departure of the Former Officers, the remaining
         management dropped the impact ribbon business product line and also
         made the decision to outsource the remanufactured toner business in
         2003. In January 2003, the Company closed down its manufacturing
         facility in Pennsauken, New Jersey and moved all inventory and
         equipment to other locations. At December 31, 2002 the Company wrote
         down inventories related to the impact ribbons and toner product lines
         to their estimated fair values (See Note 3). The Company had an
         impairment charge on certain fixed assets as a result of closing the
         manufacturing facility (See Note 4). In addition, the Company had an
         impairment charge on its goodwill relating to the changes to the impact
         ribbon and toner product lines (See Note 2)

         In January, 2003 the three largest creditors of Reink USA filed a
         petition to force the subsidiary into Chapter 7 under the US Federal
         Bankruptcy Code. The Company believes that some of the creditors
         involved with the petition are supplying the new business, which
         competes directly with the Company, founded by the Former Officers.
         Reink USA filed a motion to have the petition dismissedsince the third
         creditor withdrew from the filing and also since the counsel for the
         petitioners withdrew. Subsequently the remaining two creditors provided
         a new third creditor and amended the filing. This new third creditor
         also subsequently withdrew and the two remaining creditors found two
         other creditors and filed an amendment. During March 2003, the
         subsidiary's motion to convert to a voluntary chapter 11 was accepted
         by the District of New Jersey, Federal Bankruptcy Court. Reink is
         controlling the proceedings and Reink USA is preparing a plan of
         reorganization to submit to the court and the creditors. Substantially
         all of the assets except for the real estate held for sale and
         liabilities except for real estate mortgage of $600,000, are assets and
         liabilities which are part of the Chapter 11 filing.

         The Company has incurred losses of approximately $2,200,000 and
         $1,800,000 for the years ended December 31, 2002 and 2001,
         respectively, and at December 31, 2002, had a working capital
         deficiency of approximately $2,500,000. The Company expects that the
         growth and expansion of operations will require capital infusions of a
         minimum of $1,000,000 necessary to fund the purchase of inventory and
         to meet the Company's working capital needs. Subsequent to year-end the
         Company raised an additional $175,000 through the issuance of
         promissory notes bearing interest at 12%, payable semi-annually and
         convertible into common stock at $0.05/share.

                                      F-6
<PAGE>

         The recovery of assets and continuation of future operations are
         dependent upon the Company's ability to execute its plan of
         reorganization, to obtain additional debt or equity financing, and its
         ability to generate revenues sufficient to fund its operations. There
         can be no assurances that the Company's plan of reorganization will be
         accepted and that the Company will be successful in its attempts to
         generate positive cash flows or raise sufficient capital essential to
         its survival. To the extent that the Company is unable to generate or
         raise the necessary operating capital it will become necessary to
         further curtail or cease operations. Additionally, even if the Company
         does raise operating capital, there can be no assurances that the net
         proceeds will be sufficient enough to enable it to develop its business
         to a level where it will generate profits and positive cash flows.
         These matters raise substantial doubt about the Company's ability to
         continue as a going concern. However, the accompanying financial
         statements have been prepared on a going concern basis, which
         contemplates the realization of assets and satisfaction of liabilities
         in the normal course of business. The financial statements do not
         include any adjustments relating to the recovery of the recorded assets
         or the classification of the liabilities that might be necessary should
         the Company be unable to continue as a going concern.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.

         a) Principals of consolidation - The consolidated financial statements
         include the accounts of the Company and its wholly own subsidiaries,
         Reink USA, Reink CA, and Brittany LLC. All material intercompany
         transactions have been eliminated.

         b) Patents - The patents are being amortized over their remaining
         useful life of ten years.

         c) Accounting estimates - The preparation of financial statements in
         accordance with accounting principles generally accepted in the United
         States of America requires management to make significant estimates and
         assumptions that affect the reported amounts of assets and liabilities
         at the date of the financial statements and the reported amounts of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.

         d) Inventories - Inventories are recorded at the lower of cost or
         market. Cost is determined using the first-in first-out method.

         e) Concentration of credit risk - The Company extends credit to
         customers which results in accounts receivable arising from its normal
         business activities. The Company does not require collateral or other
         security to support financial instruments subject to credit risk. The
         Company routinely assesses the financial strength of its customers and
         based upon factors surrounding the credit risk of the customers
         believes that its accounts receivable credit risk exposure is limited.

         f) Property and Equipment - Property and equipment is stated at cost.
         Maintenance and repairs are charged to expense as incurred, costs of
         major additions and betterments are capitalized. When property and
         equipment is sold or otherwise disposed of, the cost and related
         accumulated depreciation are eliminated from the accounts and any
         resulting gain or loss is reflected in income.

         g) Depreciation and amortization - Depreciation is provided for using
         the straight-line method over the estimated useful lives of the related
         assets. The cost of leasehold improvements is amortized over the lesser
         of the estimated useful lives of the assets or the length of the
         related leases.

                                      F-7
<PAGE>

         h) Goodwill - Goodwill arose on the acquisition of the impact ribbon
         and remanufactured toner product lines during 1999 and was being
         amortized on a straight-line basis over 15 years through December 31,
         2001. In July 2001, the Financial Accounting Standards Board ("FASB")
         issued SFAS No. 142 ("SFAS No. 142"), "Goodwill and Other Intangible
         Assets", which is effective for the Company in 2002. SFAS No. 142
         requires, among other things, the discontinuance of goodwill
         amortization. In addition, the standard includes provisions for the
         reclassification of certain existing recognized intangibles as
         goodwill, reassessment of the useful lives of existing recognized
         intangibles, reclassification of certain intangibles out of previously
         reported goodwill and the identification of reporting units for
         purposes of assessing potential future impairment of goodwill. SFAS No.
         142 also requires the Company to complete a transitional goodwill
         impairment test six months from the date of adoption. On January 1,
         2002, the Company adopted SFAS 142 and accordingly performed a
         transitional goodwill impairment test within the required six months
         from adoption date. Based upon the test performed, the Company deemed
         that there was no impairment of goodwill. As discussed in Note 1
         goodwill represented value attributed to these two product lines. In
         addition the Company closed down its manufacturing facility in
         Pennsauken, New Jersey and moved all inventory and equipment to other
         locations. Due to these changes as at December 31, 2002 the Company
         deemed the goodwill to be impaired and accordingly has recorded an
         impairment charge of $1,010,780.

                                                        For the year ended
                                                            December 31,
                                                        2002           2001
                                                        ----           ----

         Reported net loss ........................ $ (2,180,125)  $ (1,842,754)
         Goodwill amortization .................... $          -   $    132,000
                                                    ------------   ------------

         Adjusted net loss ........................ $ (2,180,125)  $ (1,710,754)
                                                    ============   ============

         Net loss per share - basic and undiluted . $      (0.10)  $      (0.09)
         Goodwill amortization .................... $          -   $       0.01
                                                    ------------   ------------

         Adjusted net loss oer common share ....... $      (0.10)  $      (0.08)
                                                    ============   ============

         Weighted-average common shares outstanding
         - basic and undiluted ....................   21,529,636     20,442,850


         i) Fair value of financial instruments - The Company's financial
         instruments include cash, accounts receivable and accounts payable. Due
         to the short-term nature of these instruments, the fair value of these
         instruments approximates their recorded value. The Company has
         long-term debt, which it believes is stated at estimated fair market
         value.

         j) Stock based compensation - As permitted under SFAS No. 148,
         "Accounting for Stock-Based Compensation--Transition and Disclosure",
         which amended SFAS No. 123 ("SFAS 123"), "Accounting for Stock-Based
         Compensation", the Company has elected to continue to follow the
         intrinsic value method in accounting for its stock-based employee
         compensation arrangements as defined by Accounting Principles Board
         Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees", and
         related interpretations including "Financial Accounting Standards Board
         Interpretation No. 44, Accounting for Certain Transactions Involving
         Stock Compensation", an interpretation of APB No. 25. No stock-based
         employee compensation cost is reflected in net income, as all options

                                      F-8
<PAGE>

         granted under those plans had an exercise price equal to the market
         value of the underlying common stock on the date of grant. The
         following table illustrates the effect on net income and earnings per
         share if the Company had applied the fair value recognition provisions
         of SFAS 123 to stock-based employee compensation:

                                                December 31, December 31,
                                                   2002          2001
                                                 ---------    ---------

         Net loss as reported ...............    2,180,125    1,842,754

         Less: stock-based employee
         compensation expense determined
         Under fair value-based methods
         for all awards .....................      149,400       19,000
                                                 ---------    ---------

             Pro forma loss .................    2,329,525    1,861,754
                                                 =========    =========

         Pro forma Information
         ---------------------

         Pro forma information regarding net income is required by SFAS 148, and
         has been determined as if the Company had accounted for its employee
         stock options under the fair value method of SFAS 123. The fair value
         for these options was estimated at the date of grant using a
         Black-Scholes option-pricing model to be $0.36 per share with the
         following weighted-average assumptions for the fifty-two weeks ended
         December 31, 2002:

         Assumptions
         -----------

         Risk-free rate ...............................     1.81%       5.7%
         Dividend yield ...............................        0%         0%
         Volatility factor of the expected market
         price of the Company's Common Stock ..........      298%       224%
         Average life .................................  10 years   10 years


         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options, which have no vesting
         restrictions and are fully transferable. In addition, option valuation
         models require the input of highly subjective assumptions including the
         expected stock price volatility. The Company's employee stock options
         have characteristics significantly different from those of traded
         options, and changes in the subjective input assumptions can materially
         affect the fair value estimate.

         k) Earnings Per Share - The Company adopted the provisions of Statement
         of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
         Share." SFAS No. 128 requires the presentation of basic and diluted
         earnings per share ( "EPS"). Basic EPS is computed by dividing income
         available to common stockholders by the weighted-average number of
         common shares outstanding for the period. Diluted EPS includes the
         potential dilution that could occur if options or other contracts to
         issue common stock were exercised or converted. The Company's
         outstanding options and warrants are not reflected in diluted earnings
         per share, because their effects would be antidilutive. Accordingly,
         basic and diluted earnings per share are identical.

                                      F-9
<PAGE>

         l) Income taxes - The Company accounts for income taxes under the
         provisions of Statement of Financial Accounting Standards No. 109,
         "Accounting for Income Taxes" (SFAS No. 109). SFAS No. 109 requires the
         recognition of deferred tax assets and liabilities for both the
         expected impact of differences between the financial statements and tax
         basis of assets and liabilities, and for the expected future tax
         benefit to be derived from tax loss and tax credit carry forwards. SFAS
         No. 109 additionally requires the establishment of a valuation
         allowance to reflect the likelihood of realization of such deferred tax
         asset.

         m) Revenue recognition - Income from sales of goods is recognized when
         the orders are completed and shipped, provided that collection of the
         resulting receivable is reasonably assured. Substantially all of the
         Company's goods are shipped F.O.B. shipping point. Amounts billed to
         customers are recorded as sales while the shipping costs are included
         in cost of sales.

         The Company purchases raw materials from a supplier, which are
         manufactured into finished goods and sold back to such supplier as well
         as to other customers. The Company can, and does, purchase the raw
         material from other suppliers. Pursuant to Emerging Issues Task Force
         No. 99-19, "Reporting Revenue Gross as Principal Versus Net as Agent",
         the Company recorded the sale to, and purchases from this supplier on a
         gross basis. The Company (i) has a risk of loss associated with the raw
         materials purchased, (ii) converts the raw material into a finished
         product based upon Company developed specifications, (iii) has other
         sources of supply of the raw material, and (iv) has credit risk related
         to the sale of such product to the supplier. For the years ended
         December 31, 2002 and 2001, the Company purchased raw materials from
         the supplier totaling $ 665,970 and $ 212,361 respectively and sold
         finished goods to such supplier totaling $ 634,985 and 338,275
         respectively during the years ended December 31, 2002 and 2001,
         respectively.

         n) Research and development - Research and development expenditures are
         charged to operations as incurred. o) New accounting pronouncements -

                  i.) In August 2001, the FASB issued SFAS No. 144, "Accounting
                  for the Impairment or Disposal of Long-Lived Assets," which
                  supercedes SFAS No. 121, "Accounting for the Impairment of
                  Long-lived Assets and for Long-Lived Assets to Be Disposed
                  Of." SFAS No. 144 retains the fundamental provisions of SFAS
                  No. 121 but sets forth new criteria for asset classification
                  and broadens the scope of qualifying discontinued operations.
                  On January 1, 2002, the Company implemented SFAS No. 144 and
                  there was no impact to the Company's financial statements.

                  ii.) On April 30, 2002, FASB issued SFAS 145, "Rescission of
                  SFAS Statements No. 4, 44 and 64, Amendment of SFAS Statement
                  No. 13, and Technical Corrections". SFAS 145 eliminates the
                  requirement that gains and losses from the extinguishment of
                  debt be aggregated and, if material, classified as an
                  extraordinary item, net of the related income tax effect and
                  eliminates an inconsistency between the accounting for
                  sale-leaseback transactions and certain lease modifications
                  that have economic effects that are similar to sale-leaseback
                  transactions. Generally, SFAS 145 is effective for
                  transactions occurring after May 15, 2002. The adoption of
                  this standard is expected to have no impact to the Company.

                  iii.) Statement of Financial Accounting Standards No. 146,
                  "Accounting for Costs Associated with Exit or Disposal
                  Activities" ("SFAS 146"), provides guidance on the recognition
                  and measurement of liabilities for costs associated with exit
                  or disposal activities. The provisions of this Statement are
                  effective for exit or disposal activities that are initiated
                  after December 31, 2002. The Company is currently reviewing
                  SFAS 146 to determine the impact upon adoption.

                                      F-10
<PAGE>

                  iv.) In November 2002, the FASB issued FASB Interpretation No.
                  45 "Guarantor's Accounting and Disclosure Requirements for
                  Guarantees, including Indirect Guarantees of Indebtedness of
                  Others" ("FIN 45"). FIN 45 requires a company, at the time it
                  issues a guarantee, to recognize an initial liability for the
                  fair value of obligations assumed under the guarantee and
                  elaborates on existing disclosure requirements related to
                  guarantees and warranties. The initial recognition
                  requirements of FIN 45 are effective for guarantees issued or
                  modified after December 31, 2002. Adoption of the disclosure
                  requirements were effective for interim and annual periods
                  ending after December 15, 2002 and did not have a significant
                  impact on the consolidated financial statements of the
                  Company. The Company does not expect the adoption of the
                  initial recognition requirements of FIN 45 to have a
                  significant impact on its consolidated financial position or
                  results of operations.

                  v.) In January 2003, the FASB issued FASB Interpretation No.
                  46 "Consolidation of Variable Interest Entities, an
                  Interpretation of ARB No. 51" ("FIN 46"). FIN 46 requires
                  certain variable interest entities to be consolidated by the
                  primary beneficiary of the entity if the equity investors in
                  the entity do not have the characteristics of a controlling
                  financial interest or do not have sufficient equity at risk
                  for the entity to finance its activities without additional
                  subordinated financial support from other parties. FIN 46 is
                  effective for all new variable interest entities created or
                  acquired after January 31, 2003. The provisions of FIN 46 must
                  be applied for the first interim or annual period beginning
                  after June 15, 2003. The Company is currently evaluating the
                  effect that the adoption of FIN 46 will have on its
                  consolidated results of operations and financial condition.

3.       INVENTORIES

         Inventories consist of the following at December 31, 2002:


         Raw Materials .............................           $292,351
         Finished goods ............................             51,070
                                                               --------
                                                               $343,423
                                                               ========

         As discussed in Note 1, during the fourth quarter, management
         eliminated the impact ribbon and outsourced the remanufactured toner
         product lines. In addition, the Company closed its manufacturing
         facility in New Jersey and moved inventories to a warehouse in
         Pennsylvania. Accordingly the Company wrote down $ 433,000 of inventory
         and have recorded an inventory reserve of $ 167,000. Certain obsolete
         packaging inventory, which had been written off in a prior period, was
         abandoned when the Company moved the inventory from the manufacturing
         facility in New Jersey to a warehouse in Pennsylvania. The above
         numbers for inventory are net of this and all applicable reserves.

                                      F-11
<PAGE>

4.       PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at December 31, 2002:

                                                   Estimated
                                                  Useful life
                                                  -----------

         Computers and software ................    5 years    $ 27,237

         Machinery and equipment ...............    7 years     318,406
                                                               --------
                                                                345,643

         Less accumulated depreciation .........                255,546
                                                               --------
                                                               $ 90,097
                                                               ========

         The Company has written down the land and building related to its New
         Jersey location to $600,000 which equals the mortgage outstanding on
         the property, which is classified as building available for sale. The
         Company has vacated the premises, turned it over to the mortgage holder
         and is in the process of completing a transfer of the deed in lieu of
         foreclosure. Once this is complete the land and building, and the
         corresponding mortgage of $600,000, will be removed from the books. A
         net loss of $391,331 has been recorded during the year ended December
         31, 2002to reflect the write down on the land, building and equipment
         related to the New Jersey facility.

5.       PATENTS

         In June 2000, in connection with the sale of Renewable back to its
         former shareholder, Renewable was to transfer patents, which was in
         Renewable's name, to the Company. However, prior to doing so, a third
         party, which obtained a judgement against Renewable for unpaid fees,
         filed papers with the United States Patents and Tradenames Office and
         had the three patents, covering the technology being used by the
         Company, assigned to them. In order to obtain possession of the
         patents, the Company paid $120,000 and, on January 18, 2002, such
         patents were assigned back to the Company.

6.       NOTES PAYABLE

         In April 2002, the Company received an aggregate of $185,000 of bridge
         financing of which $125,000, $50,000 and $10,000 was due on June 2,
         2002, June 24, 2002 and July 1, 2002, respectively. In consideration of
         the loans, the Company issued an aggregate of 103,600 warrants
         exercisable anytime over a period ranging from three to five years to
         purchase one share of common stock for each warrant at $0.50 per share.
         The Company recorded a charge of approximately $33,000 related to the
         issuance of such warrants recording the expense as a cost of financing.
         The aforementioned loans bear interest ranging from twenty-five percent
         (25%) to thirty percent (30%) per annum which commenced on the due date
         of the loans and continues since the loans have not yet been repaid.

7.       DUE TO FINANCING COMPANY

         On December 19, 2001, the Company entered into an agreement to obtain
         $1,000,000 from an asset-based lender, by selling and assigning its
         accounts receivable on a recourse basis. Under the terms of the
         agreement, the asset-based lender will advance 80% of eligible accounts
         receivables to the Company, withholding the remaining 20% as a reserve
         against charge-backs or other fees due the lender. Such reserve will be
         returned to the Company when all obligations are satisfied. In
         addition, the Company will pay a fee of 1.25% of each advance and 1.5%

                                      F-12
<PAGE>

         plus the higher of 5.5% or the prime rate for as long as the advance is
         outstanding. The agreement also indicates that the Company must assign
         a minimum of $500,000 per month, or $6,000,000 over a year of eligible
         receivables. In the event that the Company fails to meet such monthly
         or annual amounts or terminates the agreement prior to assigning
         $6,000,000, the Company must pay an additional fee equal to 1.25% of
         the difference between such amount and the eligible amount assigned. As
         of December 31, 2002, the Company assigned $115,797 and had been
         advanced $89,858, net of $2,780 of reserves. Subsequent to year-end the
         Company terminated the agreement and had satisfied all criteria for
         termination on April 8, 2003.

8.       RELATED PARTY TRANSACTIONS

         a.       NOTES PAYABLE RELATED PARTIES

         (i).     The Company received advances from a shareholder aggregating
                  $220,000 in December 2000 and January 2001. The borrowings are
                  due on demand and bear interest at 3% per month. In exchange
                  for a decrease in the interest rate down to 14% the Company
                  agreed to provide security for the entire loan. The balance at
                  December 31, 2002, including interest, is $351,120.

         (ii).    On October 1, 1999, the Company purchased the membership
                  certificates of Brittany, a limited liability company that
                  owns the Company's New Jersey location, from the former
                  shareholder of Assembly Services Unlimited, Inc. The purchase
                  price was $250,000 payable in 12 monthly installments of
                  $20,833. On May 26, 2000, the payment terms were amended
                  whereby the Company's obligations would be repaid by January
                  1, 2001. In addition, on May 26, 2000, the Company issued
                  300,000 shares of common stock related to the former
                  shareholder's agreement to modify the payment terms and
                  recorded a charge to operations of $350,000. The balance on
                  the note at December 31, 2002 is $132,500, including an
                  interest charge of $20,000 as a fee for the delays in payment.
                  The Company has commenced litigation with the Former Officers
                  related to violation of non-competition and confidentiality
                  issues within their contracts.

         b.       CONSULTING FEES

                  The Company expensed approximately $225,000 and $150,000 for
                  the years ended December 31, 2002 and 2001, respectively, for
                  consulting fees to a company, 100% owned by a shareholder for
                  various financial and corporate services. The agreement
                  provides for up to $30,000 per month (based on invoicing for
                  each period).

9.       MORTGAGE PAYABLE

         In connection with the purchase of Brittany, the Company, through a
         wholly owned Limited Liability Company, assumed a mortgage bearing
         interest at a rate of 14% per annum. The mortgage required monthly
         payments of interest only of $7,400 until December 31, 2001 when a
         balloon principal payment of $600,000 was due. The mortgagor extended
         the mortgage until June 30, 2002 in return for payments of $7,400 per
         month from January to March, 2002 and $8,000 per month from April to
         June, 2002. During July 1, 2002 to December 31, 2002 no payments were
         made on the mortgage. As discussed in note 1 and note 3, the Company
         has written down the land and building related to its New Jersey
         location to $600,000 which equals the mortgage outstanding on the
         property. In February 2002 the Company vacated the premises, and
         returned control to the mortgage holder and is in the process of
         completing a transfer of the deed in lieu of foreclosure. Once this is
         complete the land and building, and the corresponding mortgage of
         $600,000, will be removed from the books.

                                      F-13
<PAGE>

10.      STOCKHOLDERS DEFICIENCY

         STOCK ISSUED FOR SERVICES

         In April, 2002, the Company issued 300,000 shares of common stock,
         valued at $0.30 per share, to two officers of the Company for past
         services rendered valued at $90,000.

         PRIVATE PLACEMENTS

         In October 2001, the Company signed an agreement to issue 1,000,000
         restricted shares of common stock and 500,000 warrants, exercisable at
         $.32 per share to an unrelated party for $320,000, payable in three
         monthly payments, with the first payment being the date of the
         agreement. The agreement was subsequently modified where 975,000 shares
         and 487,500 warrants to be to be issued for payments totaling $312,000.
         $232,000 was received prior to December 31, 2001 with the balance of
         $80,000 received in January, 2002. The Company issued the warrants,
         which vest one year from the date of issuance and expire in five years.
         The stock certificates were issued during 2002, however, for December
         31, 2001, 725,000 shares, based on the proceeds received, were included
         in the accompanying financial statements as "Common Shares to be
         Issued".

11.      STOCK OPTIONS

         On May 26, 2000, the Company's Board of Directors approved the grant of
         1,252,500 stock options to various employees. The options had an
         exercise price of $.67 per share and vest over a period of three years.
         On December 14, 2001, the Company's Board of Directors approved the
         grant of 50,000 stock options to one of its officers.During the year
         ended December 31, 2002 a total of 415,500 options were granted to
         various officers and employees under the plan.

         For disclosure purposes the fair value of each stock option grant is
         estimated on the date of grant using the Black-Scholes option-pricing
         model with the following weighted average assumptions used for stock
         options granted during the years ended December 31, 2002 and 2001: (i)
         annual dividends of $0.00, (ii) expected volatility of 298% and 224%,
         respectively, (iii) risk-free interest rate of 1.81% and 5.7%,
         respectively, and (iv) expected option lives of five years in each
         year. The weighted average fair value of the stock options granted for
         the years ended December 31, 2002 and 2001 was $0.36 and $0.38 per
         share, respectively.

         The following table summarizes the changes in options and warrants
         outstanding and the related exercise prices for the shares of the
         Company common stock:
<TABLE>
<CAPTION>
                           Stock Options Under Plans                               Warrants
                 ----------------------------------------------  ---------------------------------------------
                                        Weighted                                        Weighted
                             Weighted    Average                            Weighted     Average
                             Average    Remaining                           Average     Remaining
                             Exercise  Contractual                          Exercise   Contractual
                   Shares      Price       life     Exercisable   Shares      Price        life     Exercisable
                 ----------  --------  -----------  -----------  ---------  --------  ------------  -----------
<S>               <C>          <C>      <C>           <C>        <C>           <C>       <C>          <C>
Outstanding at
January 1, 2001   1,252,500     .67     8.6 years     417,500      937,500     $.98      2.8 years      937,500
   Granted           50,000    $.25     9.0 years     434,167      487,500      .32        4 years      487,500
                 ----------  --------  -----------  -----------  ---------  --------  ------------  -----------
Outstanding at
January 1, 2002   1,302,500     .65     8.6 years     851,667    1,425,500      .76      4.1 years    1,425,000
   Granted          415,000     .25       9 years           -      103,600      .50      4.5 years      103,600
                 ----------  --------  -----------  -----------  ---------  --------  ------------  -----------
Outstanding at
December 31, 2002 1,717,500    $.56     8.6 years     851,667    1,528,600     $.74      4.1 years    1,528,600
                 ==========  ========  ===========  ===========  =========  ========  ============  ===========
</TABLE>
                                      F-14
<PAGE>

12.      SIGNIFICANT CUSTOMERS AND VENDORS

         On January 3, 2001, the Company entered into an exclusive distribution
         agreement with a company for the sale of certain products. The
         agreement is for an initial period of two years and provides the
         distributor the option to extend the agreement for two additional two
         year renewal periods if the distributor has achieved certain minimum
         sales levels. The Company is currently in negotiations to renew this
         agreement. Sales to such distributor represented approximately 20% of
         the Company's sales during the year ended December 31, 2002, and 31%
         during the year ended December 31, 2001.

         Two other customers represented 20% and 12% of sales, respectively, for
         the year ended December 31, 2002, and 9% and 7% during the year ended
         December 31, 2001. The Company's two largest vendors represented
         approximately 25% and 7% of purchases for the year ended December 31,
         2002, and 37% and 10% during the year ended December 31, 2001 .

         At December 31, 2002 the aggregate accounts receivable balance of such
         customers is $104,740, and the aggregate accounts payable balance of
         such vendors is $984,521

13.      INCOME TAXES

         The Company accounts for income taxes using the liability method, which
         requires the determination of deferred tax assets and liabilities based
         on the differences between the financial and tax bases of assets and
         liabilities using enacted tax rates in effect for the year in which
         differences are expected to reverse. Deferred tax assets are adjusted
         by a valuation allowance, if, based on the weight of available
         evidence, it is more likely than not that some portion or all of the
         deferred tax assets will not be realized.

         At December 31, 2002, the Company has net operating loss carry-forwards
         of approximately $7,500,000 which expire through 2022. Pursuant to
         Section 382 of the Internal Revenue Code regarding substantial changes
         in ownership, utilization of these losses may be limited. Based on this
         and the fact that the Company has generated operating losses through
         December 31, 2002, the deferred tax asset of approximately $3,000,000
         has been offset by a valuation allowance of $3,000,000. The change in
         the valuation allowance during the year ended December 31, 2002 was
         approximately $870,000.

14.      COMMITMENTS AND CONTINGENCIES

         Operating leases

         The Company owned a production facility in New Jersey which subsequent
         to year-end was turned over to the mortgage holder under a deed in lieu
         of foreclosure. Subsequent to the year-end the Company's administrative
         operations were moved to Mississauga, Ontario. The Company leases
         additional sales offices and/or warehouse facilities in Croydon, P.A.
         and Tennessee.

         Total rent expense for the year ended December 31, 2002 and 2000 was
         $89,019 and $94,440, respectively.

         The Company's facility in Tennessee is leased for a five year term
         starting September, 1999, for $4,690 per month and contains a renewal
         option at September 2004 for an additional five year term at $ 5,450
         per month.

                                      F-15
<PAGE>

         Future minimum rental payments under non-cancelable leases as of
         December 31, 2002 are as follows:

                          Years ended          Amounts
                          -----------          -------
                             2003               56,280
                             2004               42,210
                                               -------
                                               $98,490
                                               =======

         Employment agreements

         The Company entered into employment agreements with two officers,
         commencing October 1, 1999. Annual aggregate payments amounted to
         $225,000 and were for a period of three years. The two officers
         resigned from the Company on December 31, 2002 and subsequent to the
         year-end the Company commenced litigation against the Former Officers
         for violation of their non-competition and confidentiality clauses
         within each of their respective contracts.

         Payroll tax liability

         The Company's former subsidiary, Renewable, was delinquent at certain
         times in 1998 in the payment of its payroll taxes. This resulted in an
         aggregate amount payable as of December 31, 1999 of approximately
         $200,000. Renewable is pursuing a repayment schedule with the Internal
         Revenue Service. All payments from the Company to Renewable have been
         designated to be applied against such payroll obligations. The Company
         may be obligated for any unpaid payroll taxes.

         Assembly was delinquent with respect to Federal and State payroll taxes
         prior to 1999 which amounted to approximately $210,000, including
         penalties and interest. During March 2000, the Company settled all past
         due liabilities and received tax clearance from the Internal Revenue
         Service. Although the Company satisfied all judgements with the State
         of New Jersey, they have yet to receive tax clearance from state
         authorities. During July 2000, the Company received a notice of
         adjustment from the Internal Revenue Service for an additional $37,923
         of past due Federal Unemployment Taxes. The Company is seeking an
         abatement of this amount based on similar circumstances that were
         presented with the tax liability that was settled in March 2000.

15.      ENVIRONMENTAL PROTECTION AGENCY ADMINISTRATIVE ACTION

         Upon acquiring Renewable Resources, the Company assumed the defense of
         an administrative complaint that the United States Environmental
         Protection Agency ("USEPA") had filed against Renewable Resources in
         October 1999, alleging that the disposal of certain ink products into a
         septic system was a violation of the Clean Water Act. The Company and
         USEPA are currently engaged in negotiations regarding the actions. A
         reserve of $8,000 has been accrued based upon such negotiations,
         however, the ultimate resolution of this matter cannot be determined at
         this time.

16.      LITIGATION

         During June 1999, the Company entered into a Product Development and
         Manufacturing agreement with FAES USA, Inc. (FAES). In March 2000, the
         Company was sued for breach of contract for approximately $250,000. The
         Company and FAES entered into a settlement agreement in June 2001
         whereby FAES will receive a credit for Reink product, at the Company's
         selling price of $241,000, with the full amount to be satisfied by
         December 2002. During the quarter ended June 30, 2002, the Company
         fully satisfied this settlement agreement.

                                      F-16
<PAGE>

         In February 2001, Tiger Direct, Inc. ("Tiger") filed a complaint in the
         Superior Court of New Jersey against the Company alleging breach of
         contract and seeking damages in the amount of $22,747. In May 2001, the
         Company filed a defense based upon the failure of Tiger to obtain
         written approval of the advertising text and layout as per the
         agreement. During the quarter ended June 30, 2002, the complaint was
         dismissed with the Company making a payment of $11,250.

17.      SUBSEQUENT EVENTS

         In January, 2003 the three largest creditors of Reink USA filed a
         petition to force the subsidiary into Chapter 7 under the US Federal
         Bankruptcy Code. The Company believes that some of the creditors
         involved with the petition are supplying the new business, which
         competes directly with the Company, founded by the Former Officers. The
         Reink USA filed a motion to have the petition thrown out since the
         third creditor withdrew from the filing and also the counsel for the
         petition withdrew. Subsequently the remaining two creditors provided a
         new third creditor and amended the filing. This new third creditor also
         subsequently withdrew and the two remaining creditors found two other
         creditors and filed an amendment. During March 2003 the subsidiary's
         motion to convert to a voluntary chapter 11 was accepted by the
         District of New Jersey, Federal Bankruptcy Court. Reink is controlling
         the proceedings and the is preparing a plan of reorganization to submit
         to the court and the creditors.

         During January through March 2003 the Company issued promissory notes
         bearing interest at 12% for proceeds of $ 165,000. These notes are
         convertible into common shares of the Company at $0.05/share at the
         note holders option.

                                      F-17
<PAGE>
                                 CERTIFICATIONS

I, Wayne Maeddever, Chief Executive Officer Reink Corp., hereby certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Reink Corp.;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I 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 me 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 my conclusions about the effectiveness of
the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;

(5) I have disclosed, based on my most recent evaluation, to the registrant's
auditors and to the audit committee of registrant's board of directors (or
persons performing the equivalent function):

1. 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

2. 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. 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 my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Dated: May 21, 2003                   By: /s/ Wayne J. Maddever
                                          ----------------------
                                          Wayne J. Maddever, CEO