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, 2001

                          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.)

               2550 Haddonfield Road, Pennsauken, New Jersey 08110
               ---------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (856) 488-9599
                           (Issuer's telephone number)


 (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: $8,056,458.

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 $0.50
per share as reported in on the Nasdaq Over-the-Courter  Bulletin Board on March
27, 2002,  was  approximately  $ 10,826,425.  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.

As of March 27, 2002, there were 20,377,850 shares of record of the Registrant's
Common  Stock issued and  outstanding  after  giving  effect to a  three-for-two
forward stock split effective September 28, 2000.






<PAGE>




                                      -23-

                                   REINK CORP.

                                TABLE OF CONTENTS

                                                          Page
PART I

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

Item 2.  Properties.......................................13

Item 3.  Legal Proceedings................................14

Item 4.  Submission of Matters to a
           Vote of Security Holders.......................14

PART II

Item 5.  Market for Company's Common Equity
           And Related Stockholder Matters................14

Item 6.  Management's Discussion and
           Analysis or Plan of Operations.................15

Item 7.  Financial Statements and Supplementary Date......18

Item 8.  Change in and Disagreements
           with Accountants on Accounting
           and Financial Disclosure.......................18

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...........................20

Item 11. Security Ownership of Certain
           Beneficial Owners and Management...............21

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

Item 13. Exhibits, Financial Statement
           Schedules and Reports on Form 8-K..............24

SIGNATURES


                                       2
<PAGE>



                                     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, impact
printer ribbons, bulk ink, and a wide range of speciality inks for industrial
printer applications. The Company generated sales of approximately $7,400,000 in
2000 and $8,000,000 in 2001. The Company currently employs 105 full time
employees, 85 of whom are located in the Company's main facility in Pennsauken,
New Jersey and 20 of whom are located in Cookeville, Tennessee.


                                       3
<PAGE>



     The Company has three (3)  wholly-owned  subsidiaries:  Reink  Imaging USA,
Ltd.,  Brittany  L.L.C.,  and Reink Canada  Corp.  Reink  Imaging  USA,  Ltd. is
headquartered  in  Pennsauken,  New  Jersey  where  the  Company  maintains  its
principal  administrative  offices,  and  manufactures  impact printer  ribbons,
remanufactured  toner  cartridges,  and inkjet  refill kits . Reink Imaging USA,
Ltd.  also  operates a facility in  Cookeville,  Tennessee  that  remanufactures
inkjet  cartridges,  produces bulk ink, and conducts  research and  development.
Brittany L.L.C. is a limited liability company located in Pennsauken, New Jersey
which owns the real property  upon which the Reink Imaging USA, Ltd.  operations
are  conducted.  Reink  Canada  Corp.  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  Imaging  USA,  Ltd.
("Reink  Imaging"),  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. On June 30, 2000, the Company sold all of the issued and outstanding
stock of Renewable back to its former founder.  As part of the  transaction,  in
consideration  of the  cancellation  of debt owed by  Renewable  to  Reink,  the
Company  retained  certain assets of Renewable  including cash,  inventory,  and
principal  operating assets which the Company had pledged as collateral to Reink
pursuant to a Note and  Security  Agreement.  The Company  also agreed to supply
certain ink products to Renewable at an agreed upon price.

THE INDUSTRY

     The market for aftermarket  imaging  supplies is in excess of $25 billion1.
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.

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

                                       4

<PAGE>



     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 connection2.

     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 over 437,000 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.

     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.


        1      Source: PC Magazine, November 21, 2000; PC Computer, October 1999


                                       5
<PAGE>



PRODUCT LINES

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

         Ink jet refill kits and cartridges

     The Company is a leading  manufacturer  and  distributor  of ink jet refill
kits and 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 re-manufactures laser toner cartridges. An extensive
manufacturing process ensures that all cartridges sold meet or exceed the OEM's
performance standard. The Company's research and development staff has enabled
Reink to remanufacture a top quality product at a fraction of the cost. 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.

         Ribbon

         The Company manufactured approximately 675,000 pounds of bulk ink in
2000, and approximately 680,000 pounds in 2001. Ribbon products still represent
an important and profitable segment of the market place. The ribbons are
primarily sold by the Company for use in cash registers and credit card
machines. Although the size of the overall market is diminishing, it still
represents a significant opportunity for the Company.

         Bulk ink

         Applications Using Industrial Ink Jet Inks Include:

o        Mailing Systems
o        Unit Pack Printing Systems
o        Packaging Systems


                                       6
<PAGE>



o        Wide Format Printing (used in graphic arts/signage industries)
o        Tag and Label Printing Systems

         Current Industrial Ink Products

o        Mailing Systems Based on Piezo3 and Thermal Printhead Technology4
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 environmentally-conscious quality aftermarket
ink products for the imaging consumables market. The Company is
environmentally-conscious in the following ways:

--------------------------------------------


        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.


                                       7

<PAGE>



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.

o                 The Company is implementing an Environmental
                  Management System (EMS)8 with the goal of attaining a Green
                  Level (TP3) certification9.

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 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.

------------------------------------
        8      An  Environmental   Management   System  is  a  tool  to  improve
               environmental  performance  by  providing  a  systematic  way  of
               managing a company's environmental affairs. Reink's primary focus
               in achieving  its EMS goals is the  manufacture  of inks that are
               environmentally friendly.

        9      TP3 is an  environmental  certification  based upon the following
               conservation  criteria:  clean air, land and water  conservation,
               hazardous chemicals  handling/reduction,  energy conservation and
               water reduction.


                                       8
<PAGE>

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 grown from $120,000
in 1993 to approximately $8,000,000 in 2001. 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.

         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 Imaging USA,
Ltd., entered into a contract in February 2001 with Reusable Technologies, Inc.
which generated revenues of $5 million during fiscal 2001 and is expected to
generate increased revenues in fiscal 2002 and 2003 respectively.

         Industrial Market

         The Company is leveraging 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

                                       9
<PAGE>

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 just
commencing the launch of a product line into this channel.

         Government and Corporate Channels

         Governments are extremely large users of ink and related products. The
Company currently sells into certain Government departments but the growth
opportunity is increased as the Company provides a cost effective viable
alternative to the OEMs. Through distributors with existing government business
in other products, the Company is gaining 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

         The Company has entered into an agreement with Reusable Technologies,
Inc. which will provide the channel to sell direct to the end consumer. 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 has begun selling to QVC 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 has identified an internet technology suitable for Wide
Format whereby it will provide end-users, retail consumers and bulk ink
customers with an "engine" which will be accessed through the Reink internet
site. This will allow our customers the ability to target and store
high-resolution digital images and allow customers to access those proprietary
images on an "as needed" basis through a designated website. Retail/end-users,
through our "Idea Center", will be able to access various high quality digital
graphics for numerous small business applications, (i.e., brochures, logos) or
personal use.


                                       10
<PAGE>



         Additionally, 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 MICR10 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
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 has recently
signed an exclusive contract with Reusable Technologies, Inc. for worldwide
distribution to the wholesale and retail markets all inkjet refill kits,
replacement packs, and all associated components. Other products are sold
through non- exclusive arrangements with various distributors. The Company's two
largest customers are Reusable Technologies, Inc. and Distinguished Brands, Inc.
representing 31% and 9% of sales for the fiscal year ended December 31, 2001.

---------------------------
        10     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.


                                       11
<PAGE>



RESEARCH AND DEVELOPMENT

         The Company devotes a part of its budget to new product development
("R&D") (approximately $170,000 - 350,000 per year) and quality control
(approximately $40,000 per year). The Company's R&D staff in Tennessee is
comprised of six (6) 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. 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

     o    Bright Colored Pigment Inks


                                       12
<PAGE>



     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
main operations are located in Pennsauken, New Jersey, in a 32,000 square foot
facility. There is room to expand and add approximately 8,000 square feet as
operations demand. The Company makes matrix ribbons, remanufactures laser toner
cartridges, and ink jet refill kits at the Pennsauken facility. The Company also
leases an additional 4,650 square feet of nearby warehouse space. The Company
employs approximately 85 full time employees at the Pennsauken site.

         The Company 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 employs approximately 20 full time
employees in Cookeville, of which 6 are involved in research and development and
quality control.

COMPETITION

         The imaging supplies business is intensely competitive. In both
impact11 and non-impact12 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 market13.
----------------------

        11     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.


        12     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.



<PAGE>




ITEM 2.           PROPERTIES

         Reink Corp. currently manufactures products in two (2) facilities, as
follows:

         PENNSAUKEN, NEW JERSEY - The Company owns a 32,000 square foot facility
which is located on approximately 2.1 acres in Pennsauken, New Jersey. The
facility is approximately 40 years old and in good condition. The facility has
ample room to expand by another 8,000 square feet as demand necessitates. The
Company also leases an additional 4,650 square feet of warehouse space
conveniently located near the main facility on a month-to-month basis at a cost
of $2,200 per month.

         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.

ITEM 3.           LEGAL PROCEEDINGS

         From time to time, the Company may be involved in litigation that
arises in the normal course of business operations.
-----------------------
        13     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.

                                       14
<PAGE>



     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.

     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.
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 Imaging USA, Ltd. a/k/a
Wildan  Services,  Inc.  a/k/a  Renewable  Resources,  Inc.  alleging  breach of

                                       15
<PAGE>


contract by Renewable  Resources,  Inc.  Reink Imaging USA, Ltd.  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 Imaging
USA, Ltd. 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
prejudice in October 2001.








                                       16
<PAGE>


     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 Imaging USA, Ltd.  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  Imaging  USA,  Ltd.  is not a successor
corporation  to  Renewable  Resources,  Inc.,  nor is Reink  Imaging  USA,  Ltd.
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.  The case is  scheduled  for  non-binding
arbitration and the prospects for a favorable settlement are good.

     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 Imaging USA, Ltd. is not a successor corporation
to  Renewable  Resources,  Inc.,  nor is Reink  Imaging  USA Ltd.  contractually
obligated  for  the  debts  of  Renewable  Resources,  Inc.  The  Plaintiff  has
voluntarily  dismissed without prejudice Reink Imaging USA, Ltd. 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 EPA was seeking  damages of
$150,000.  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.


                                       17
<PAGE>

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,
2001. 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

2000:
Commencement of trading (May 11, 2000)*              $   .71           $   .58
Second Quarter ended June 30, 2000*                     1.25               .71
Third Quarter ended September 30, 2000*                 1.43              1.20
Fourth Quarter ended December 31, 2000                  1.06               .60

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

*Adjusted for a 3-for-2 stock split effective September 29, 2000.

         The closing price for the Company's Common Stock on March 27, 2002 was
$0.50 per share.

         As of March 27, 2001, there were approximately 172 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 March 27, 2002.

                                       18
<PAGE>

     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

     The Company  was  incorporated  in Delaware in March 1999,  and on April 9,
1999,  acquired the stock of Renewable.  The Company acquired 100% of the shares
of Renewable for the following consideration: (a) $70 at closing; (b) commitment
by a  shareholder  of the  Company  to  arrange  financing  for the  Company  or
Renewable for at least $600,000 in the form of equity and/or debt; (c) agreement
by a creditor of Renewable to forgive all indebtedness  outstanding  retroactive
to  December  31,  1998,  with a  principal  of such  creditor to be retained by
Renewable  to provide  consulting  services  to the Company for a monthly fee of
$9,028 for an  eighteen-month  (18) period  commencing July 1, 1999; and (d) the
sole shareholder of Renewable  received 3,150,000 shares of the Company's common
stock.

     On  May  19,  1999,  the  Company  was  acquired  by  Newmarket   Strategic
Development  Corp.  ("Newmarket")  for  11,850,000  shares  of  Newmarket  stock
pursuant to the Plan of Merger between the Company and Newmarket. Newmarket then
changed its name to Reink Corp.

     The Company  established a holding  company  called Reink Canada Corp.  for
purposes of generating  future  business in Canada.  Reink Canada Corp. had only
minimal activity in the period ended December 31, 2000 and December 31, 2001.

     On September 30, 1999, the Company  purchased all of the assets and assumed
all of the liabilities of Assembly  Services  Unlimited,  Inc.  ("Assembly") and
100% of the membership interest of Brittany LLC ("Brittany"),  the entity owning
the property on which Assembly conducted its operations.  Assembly  subsequently
changed its name to Reink  Imaging  USA,  Ltd.  ("Reink  Imaging").  The Company

                                       19
<PAGE>

initially  issued  712,500  shares of its common  stock for the  acquisition  of
Assembly,  and in May 2000, issued an additional  487,500 shares and made a Note
in favor of William E. Gallagher in the amount of $250,000.  Reink paid $137,500
on the Note leaving an outstanding balance of $112,500.  The company has accrued
interest of $20,000 in order to compensate  for delays in payments  bringing the
total to $132,500.  Mr.  Gallagher  has deferred  payment of this note until the
Company generates sufficient cash flow, as determined by the Board of Directors,
for repayment.

     The financial statements of the Company relating to the year ended December
31, 2000  reflect the  operations  of Renewable  through June 30, 2000,  and the
operations of the Company, Reink Imaging, Brittany L.L.C. and Reink Canada Corp.
for the fiscal year ended December 31, 2000.

     On June 30, 2000,  the Company sold 100% of the stock of Renewable  back to
its former founder. Such agreement, as amended,  provided for the Company to pay
Renewable  $140,000,  payable on a quarterly  basis in an amount equal to 10% of
Reink Corp.'s  consolidated net income. The Company's obligation to Renewable is
current as the Company has not yet generated consolidated net income. As part of
the  transaction,  in  consideration  for  the  cancellation  of debt  owned  by
Renewable to Reink, the Company  retained certain assets of Renewable  including
cash,  inventory  and its  principal  operating  assets,  which the  Company had
collateralized  under a security  agreement.  The Company  also agreed to supply
certain ink  products to  Renewable  at an agreed upon price with  approximately
$240,000 of such products at no charge to  Renewable.  The Company is continuing
in the business of manufacturing ink jet supplies.

YEAR ENDED DECEMBER 31, 2001 AS
COMPARED TO YEAR ENDED DECEMBER 31, 2000

         REVENUES - Total revenues increased to $8,056,458 for the fiscal year
ended December 31, 2001, compared to $7,398,953 for fiscal year ended 2000. This
increase was primarily due to the new contract signed with Reusable
Technologies, Inc. related to Inkjet Refill Kits.

         GROSS PROFIT - Gross profit decreased to $2,334,001 in fiscal year
ended 2001 from $2,534,489 for fiscal year ended 2000 as a result of the
decrease in gross profit margin and decreased sales. Gross profit margin
decreased in fiscal year ended 2001 due to the overall mix of business with
lower margin products making up a higher percentage of the overall sales.

                                       20
<PAGE>

         OPERATING EXPENSES - Operating expenses decreased to $3,851,260 in the
fiscal year ended 2001 from $5,304,517 in fiscal year ended 2000, which was
primarily the result of stock issued for services rendered during 2000. Selling,
general, and administrative expenses decreased as a result of consolidating
offices and an overall streamlining of the Company's operations.

         NET INCOME (LOSS) - As a result of the above, the Company sustained 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), compared to a net
loss of $2,978,837 for the fiscal year ended December 31, 2000 ($0.16 loss per
share on 18,588,163 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 bank credit facility permitted borrowings of up to
$1,000,000 against a fixed percentage of qualified accounts receivable and
inventory. The interest rate of the line was twelve percent (12%). The credit
facility was collateralized by accounts receivable and inventory. The credit
facility terminated on November 25, 2000, and was not renewed. The bank agreed
to a payment schedule and was paid out completely in December 2001. The Bank
facility was refinanced effective December 31, 2001 with an asset based lender
providing a $1,000,000 facility based on 75% 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.

As of December 31, 2001, the Company had a working capital deficiency of
approximately $2,700,000 including the mortgage payable of $600,000 which is due
June 30, 2002. 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 $1,000,000 necessary to fund the purchase of inventory and to meet
the Company's working capital needs. The Company is seeking to raise up to
$2,000,000 through the issuance of convertible debentures to accredited
investors.  In addition, the Company has an agreement from its largest supplier
to write off $300,000 upon receiving a lump sum payment of $250,000 from the new

                                       21
<PAGE>

financing. The Company also anticipates refinancing the $600,000 mortgage. There
can be no  assurances  that the Company will be  successful  in  obtaining  this
additional  financing.  If it is not  successful,  the  Company  would  seek  to
negotiate other terms for the issuance of debt,  and/or pursue bridge financing,
negotiate  with  suppliers for a reduction of debt through the issuance of stock
and seek to raise equity through the sale of its common stock.

         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.

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

   No change or disagreement with accountants took place with respect to the
preparation of the Company's financial statements for the two (2) most recent
fiscal years contained in this report, namely the fiscal years ended December
31, 2001 and 2000.

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
         ----             ---       --------

William E. Gallagher      44        President, Chief
                                    Operating Officer and
                                    Director

William M. Smith          38        Executive Vice  President,  Chief  Financial
                                    Officer and Director

                                       22
<PAGE>

Robert P. Sinatra         45        Secretary / Treasurer

Wayne J. Maddever         52        Director


         BIOGRAPHICAL DETAILS

     WILLIAM  E.  GALLAGHER  joined  the  Company  in  October,  1999,  as Chief
Operating Officer,  President and CEO of Reink Imaging USA, Ltd., a wholly owned
subsidiary of the Company.  In May, 2000, Mr.  Gallagher  assumed the additional
duties as President 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.

     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.

     ROBERT  SINATRA  joined the Company in October 1999 as  Secretary/Treasurer
and assumed additional duties as Vice President of Finance of Reink Imaging USA,
Ltd.,  a wholly  owned  subsidiary  of the  Company.  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.

     WAYNE J.  MADDEVER,  PH.D.,  P. ENG.,  joined the  Company as a Director in
October,  2000.  Currently,  Dr. Maddever is self-employed as a consultant of WJ
Maddever & Associates.  From January, 1999 until October, 2000, Dr. Maddever was

                                       23
<PAGE>

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.

     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 has in place an
employment  agreement  with its  President  and  Chief  Operating  Officer,  Mr.
Gallagher,  and  its  Secretary  and  Treasurer,  Mr.  Sinatra.  (See  Item 10 -
"Executive Compensation, Employment Agreements".)





                                       24
<PAGE>




ITEM 9.           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 and 2001.
<TABLE>
<CAPTION>

                                         SUMMARY COMPENSATION TABLE
                                            Annual Compensation                           Long Term Compensation
                           -----------------------------------------------------  --------------------------------
                                                                                             Awards           Payments
                                                                                   ----------------------------------------
                                                                                    Restricted   Securities             All
Name of Individual                                                Other Annual      Stock        Underlying/   LTIP     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       2001     $129,808    $15,000           $9,000               -0-            -0-        -0-          -0-
  President & COO          2000     $135,000    $15,000           $9,000               -0-            -0-        -0-          -0-

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

Robert W. Zolg             2001     $ 91,346    $  -0-            $  -0-               -0-            -0-        -0-          -0-
 Executive Vice
 President                 2000     $ 95,000    $  -0-            $  -0-               -0-            -0-        -0-          -0-
 of Research &
 Development (Reink
 Imaging USA Ltd.)

Robert P. Sinatra          2001     $ 86,539    $  -0-            $6,000           $15,000            -0-        -0-          -0-
 Secretary/Treasurer       2000     $ 90,000    $  -0-            $1,500               -0-            -0-        -0-          -0-
</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.
<TABLE>
<CAPTION>

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

<S>                        <C>                       <C>                        <C>                  <C>   <C>
Robert P. Sinatra          50,000                    100.0%                     $ 0.25               12/14/2011
</TABLE>


                                       25
<PAGE>



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

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

<S>                                                                     <C>      <C>                  <C> <C>
William E. Gallagher       N/A                        N/A               75,000 / 150,000              0 / 0

William M. Smith           N/A                        N/A               75,000 / 150,000              0 / 0

Robert P. Sinatra          N/A                        N/A               50,000 / 150,000              0 / 3,000

Robert Zolg                N/A                        N/A               12,500 / 25,000               0 / 0

</TABLE>

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.


                                       26
<PAGE>



         As of December 31, 2001, 197,500 options remain available for grant.
Additional options may become available to the extent outstanding options
terminate or expire unexercised.

         As of December 31, 2001, stock option activity is summarized as
follows:

                                    Number of Options
Options                             and Underlying Shares        Exercise Price

Authorized                             1,500,000                       n/a
Granted                                1,302,500                       $.67/$.25
Exercised                                     -0-                      n/a
Cancelled                                     -0-                      n/a

Available for grant
 at December 31, 2001                    197,500                       n/a

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.

         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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT


                                       27
<PAGE>



         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:
<TABLE>
<CAPTION>

                                                           Shares of Common        Percentage of
Name and Address        Position                           Stock Owned 1           Ownership
----------------        ---------                          -----------------       -------------

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

William M. Smith        Director, and Chief                  550,000(6)            2.5%
c/o Reink Corp.         Financial Officer
2550 Haddonfield Road
Pennsauken, NJ 08110

Wayne J. Maddever       Director                              39,000                .2%
c/o Reink Corp.
2550 Haddonfield Road
Pennsauken, NJ 08110

Robert Sinatra          Secretary and Treasurer              125,000(6)             .6%
c/o Reink Corp.
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(46)           2.3%
c/o Kiran Patel
 Irrevocable Trust
10365 S.W. 58th Street
Miami, Florida 33173

Anil Patel              Shareholder                          487,500(5,6)           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)                                     2,139,000               9.9%

</TABLE>

----------------------------------
         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.

                                       28
<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  a  contract   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  a  contract   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.

         6     Includes shares authorized to be issued but the certificates have
               not  yet  been  issued.   William Smith  250,000,  Robert Sinatra
               50,000, and Anil and Kiran Patel 487,500 each.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         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. In connection with the issuance of shares to Reink Corp., Anthony
Pallante, through Manchester Consolidated Corp., received 3,150,000 shares;
former officer and director Thomas Lawrence received 3,150,000 shares; former
officer and director Thomas Irvine, through 4C Holdings, Inc., received
3,149,999 shares; and William M. Smith received 75,000 shares. In connection
with the issuance of the Company's securities to these investors the Company
relied upon Section 4(2) of the Securities Act of 1933, as amended (the "Act")
for exemption from the registration requirements of the Act.

         In December, 1999, the Company sold 1,390,350 shares of the Company's
Common Stock at $.83 per share for an aggregate of $1,158,625 net of expenses
pursuant to an August 1999 Private Placement Offering to sixty-seven (67)
accredited investors. In connection with the issuance of the Company's
securities to these accredited investors pursuant to the private placement, the
Company relied on Rule 506 of Regulation D and/or Section 4(2) of the Act for
exemption from the registration requirements of the Act.


                                       29
<PAGE>



         Pursuant to an agreement dated September, 1999, the Company issued an
aggregate of 1,200,000 shares of Common Stock to William E. Gallagher in
connection with the Company's acquisition of Reink Imaging and Brittany LLC. The
Company issued 712,500 common shares at $.73 per share, and 487,500 common
shares at $1.17 per share . The Company paid $1,091,250 for Reink Imaging and
$250,000 for Brittany.

         In May 2000, the Company issued 300,000 common shares at $1.17 per
share to William E. Gallagher in consideration for his modification and
extension of a note dated September 30, 1999, in the principal amount of
$250,000. The note was made in connection with the Company's acquisition of
Brittany LLC. The terms of the note required twelve (12) equal monthly payments
with the final payment due September 2000. Mr. Gallagher agreed to convert the
note to a demand note payable at an unspecified future date.

         In May 2000, the Company issued 900,000 of the common shares at $.80
per share and 112,500 common shares at $1.17 per share to three (3) entities for
consulting and professional services rendered.

         In May 2000, the Company issued to William M. Smith 225,000 common
shares at $1.17 per share for services rendered.

         In connection with the aforementioned issuances of the Company's
securities to Messrs. Gallagher and Smith and the three (3) entities, the
Company relied upon Section 4(2) of the Act for exemption from the registration
requirements of the Act.

         In June and July 2000, the Company sold nine (9) units of the Company's
securities to two (2) accredited investors for aggregate consideration of
$450,000. Each Unit consisted of 37,500 shares of Common Stock and 22,500 Common
Stock Purchase Warrants, at a cost of $50,000 per Unit. Each Common Stock
Purchase Warrant is exercisable to purchase one (1) share of the Company's
Common Stock at $.84 per share during the five (5) year period commencing from
the issuance date. In connection with the issuance of the Company's securities
to these accredited investors 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 October 2000, the Company sold 600,000 shares of Common Stock and
360,000 Common Stock Purchase Warrants to one (1) accredited investor for
aggregate consideration of $800,000. Each Common Stock Purchase Warrant is
exercisable to purchase one (1) share of the Company's Common Stock at $.84 per

                                       30
<PAGE>

share during a five (5) year period commencing from the issuance 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 September 2000 the Company issued 487,500 shares of Common Stock
valued at $.80 per share under two consulting agreements to two (2) non-related
parties for various marketing and strategic services. Both contracts are for a
period of one year and commence during September and October 2000, respectively.
In addition, the Company issued 105,000 shares of Common Stock during 2000 for
legal services rendered.

         In September 2000, the Company's Board of Directors approved a
three-for-two stock split of the Company's Common Stock, effective at the
opening of trading on September 29, 2000. All calculations of number of shares
in this Report have been adjusted to reflect the three- for-two forward stock
split.

         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.
Although the shares have been authorized to be issued, the stock certificates
have yet to be issued. 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. Although the
shares have been authorized to be issued, the stock certificates have yet to be
issued. 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.


                                       31
<PAGE>



                                    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, 2001,  and through the date of
          the filing of this Form 10-KSB,  the Company  filed no reports on Form
          8-K.



--------------------------------------------

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

                                       32
<PAGE>



                                   SIGNATURES

In accordance with the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                              REINK CORP.


Dated: April 4, 2002                  By: /s/ William E. Gallagher
                                         -------------------------------
                                              William E. Gallagher, President


         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               President, Chief            April 4, 2002
                                  Operating Officer
                                  and Director
/s/William E. Gallagher
--------------------------
   William E. Gallagher

Principal Financial               Executive Vice              April 4, 2002
and Accounting Officer            President, Chief
                                  Chief Financial
                                  Officer and Director
/s/William M. Smith
--------------------------
   William M. Smith


/s/Robert P. Sinatra              Secretary/Treasurer         April 4, 2002
--------------------------
   Robert P. Sinatra



/s/Wayne J. Maddever              Director                    April 4, 2002
--------------------------
Wayne J. Maddever





                                       33
<PAGE>


                          REINK CORP. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Independent Auditors' Report......................................          F-1

Consolidated Balance Sheet........................................          F-2

Consolidated Statements of Operations.............................          F-3

Consolidated Statement of Stockholders' Equity (Deficit)..........          F-4

Consolidated Statements of Cash Flows.............................          F-5

Notes to Consolidated Financial Statements........................   F-6 - F-16

<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,  2001,  and  the  related  consolidated
statements of operations,  changes in  stockholders'  equity  (deficit) and cash
flows for the years ended December 31, 2001 and 2000. 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, 2001,  and the  consolidated
results of their  operations  and their cash flows for the years ended  December
31, 2001 and 2000, 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 2(a) to the
consolidated financial statements,  the Company incurred losses of approximately
$1,800,000  and  $3,000,000  for the years  ended  December  31,  2001 and 2000,
respectively and had a working capital deficiency of approximately $2,700,000 at
December  31,  2001.  Management's  plans  with  respect  to these  matters  are
described  in  Note  2(a)  to  the  consolidated   financial   statements.   The
accompanying  consolidated  financial  statements do not include any adjustments
that might result from the outcome of these uncertainties.


                                                /s/ Feldman Sherb & Co., P.C.
                                                    ----------------------------
                                                    Feldman Sherb & Co., P.C
                                                    Certified Public Accountants
March 22, 2002
New York, New York

                                       F-1

<PAGE>
                          REINK CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2001

 ASSETS
CURRENT ASSETS:
         Cash                                                 $         111,627
         Accounts receivable (less allowance for doubtful
                 accounts of $11,700)                                   720,623
         Inventories                                                    601,546
         Prepaid Expenses and Other Current Assets                        7,030
                                                                ----------------

              TOTAL CURRENT ASSETS                                    1,440,826

PROPERTY, PLANT AND EQUIPMENT, net                                    1,259,218

GOODWILL, net                                                         1,012,030

PATENTS, net                                                            108,000
                                                                ----------------
                                                              $       3,820,074
                                                                ================


         LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
         Accounts payable                                     $       2,075,527
         Accrued expenses                                               473,137
         Due to financing company                                       315,266
         Due to related party                                           231,600
         Loans payable - related parties
           (including accrued interest of $108,000)                     440,501
         Mortgage payable                                               600,000
                                                                ----------------


                TOTAL CURRENT LIABILITIES                             4,136,031
                                                                ----------------


STOCKHOLDERS' DEFICIT
         Common stock, $.001 par value, 100,000,000 shares
           authorized, 20,377,850 shares issued and outstanding          20,378
         Additional paid in capital                                   5,851,901
         Common stock to be issued                                      232,000
         Accumulated deficit                                         (6,420,236)
                                                                ----------------


               TOTAL STOCKHOLDERS' DEFICIT                             (315,957)
                                                                ----------------


                                                              $       3,820,074
                                                                ================



                 See notes to consolidated financial statements.
                                       F-2

<PAGE>

                           REINK CORP AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                  Years Ended December 31,
                                                             -----------------------------------
                                                                  2001                2000
                                                             ----------------     --------------



<S>                                                        <C>                  <C>
REVENUES                                                   $      8,056,458     $    7,398,953

COST OF GOODS SOLD                                                5,722,457          4,864,464
                                                                  ----------         ---------
          GROSS PROFIT                                            2,334,001          2,534,489
                                                                  ----------         ---------

OPERATING EXPENSES
          Selling, general and administrative                     2,791,136          3,124,788
              (exclusive of non-cash compensation
               and fees reported below)
          Non-cash compensation and fees                            526,000          1,401,250
          Research and development                                  168,319            416,615
          Depreciation and Amortization                             365,805            361,864
                                                                    --------           -------
          TOTAL OPERATING EXPENSES                                3,851,260          5,304,517
                                                                  ----------         ---------

LOSS FROM OPERATIONS                                              (1,517,259)       (2,770,028)

INTEREST EXPENSE                                                     325,495           208,809
                                                             ----------------     --------------
NET LOSS                                                   $      (1,842,754)   $   (2,978,837)
                                                             ================     ==============
Net loss per common share, basic and diluted               $           (0.09)   $        (0.16)
                                                             ================     ==============
Weighted average number of shares                                 20,442,850        18,588,163
                                                             ================     ==============

</TABLE>

                 See notes to consolidated financial statements.
                                       F-3

<PAGE>
                          REINK CORP. AND SUBSIDIARIES

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>


                                                Common Stock      Additional                                           Total
                                            --------------------   Paid-In  Accumulated  Shares to  Prepaid fees    Stockholders'
                                             Shares      Amount    Capital   Deficit     be Issued   and services Equity(Deficit)
                                           -----------  --------  --------- -----------  ----------- -----------  --------------


<S>               <C>                      <C>         <C>       <C>        <C>           <C>         <C>          <C>
Balance - January 1, 2000                  16,952,850  $ 16,953  $1,849,226 $(1,598,645)  $        -  $        -   $    267,534

  Net liability transferred upon sale of
       Renewable Resources                          -         -     365,457           -            -           -        365,457

  Sale of stock and warrants for cash         937,500       937   1,199,063           -            -           -      1,200,000

  Options issued in connection with
       consulting agreements                        -         -      34,642           -            -           -         34,642

  Stock issued for services                 2,130,000     2,130   1,939,121           -            -    (540,000)     1,401,251

  Stock issued for purchase of Assembly       487,500       488     568,262           -            -           -        568,750
       Services, Inc.

  Net loss                                          -         -           -  (2,978,837)           -           -     (2,978,837)
                                           -----------  --------  --------- ------------  ----------- -----------  --------------
Balance - December 31, 2000                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)
                                           ===========  ========  ========= ============  =========== ===========  ==============

</TABLE>


                 See notes to consolidated financial statements.
                                       F-4
<PAGE>
                          REINK CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                              --------------------------------
                                                                                  2001             2000
                                                                              -------------   ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>             <C>
       Net loss                                                             $   (1,842,754) $      (2,978,837)
                                                                              -------------   ----------------
       Adjustments to reconcile net loss to net cash used in
              operating activities:
              Depreciation                                                         221,805            227,306
              Amortization                                                         144,000            134,549
              Stock issued for services                                                  -          1,401,250
              Stock to be issued for services                                       90,000                  -
              Amortization of prepaid fees and services                            436,000                  -
              Options issued for services                                                -             34,643

       Changes in operating assets and liabilities
            Accounts receivable                                                    267,263            (34,502)
            Prepaid expenses and other current assets                               38,589             42,546
            Inventories                                                            123,211            133,397
            Other assets                                                                 -             (4,191)
            Accounts payable                                                       685,978            (56,304)
            Accrued expenses                                                      (105,893)          (101,400)
            Accrued interest - related parties                                     108,000                  -
            Payroll taxes payable                                                        -           (109,526)
                                                                              -------------   ----------------
              Total adjustments                                                  2,008,953          1,667,768
                                                                              -------------   ----------------
            NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                    166,199         (1,311,069)
                                                                              -------------   ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of patents                                                        (120,000)                 -
       Purchase of fixed assets                                                   (127,314)          (101,572)
                                                                              -------------   ----------------
            CASH USED IN INVESTING ACTIVITIES                                     (247,314)          (101,572)
                                                                              -------------   ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
       Repayment of bank loans                                                      (3,898)          (683,365)
       Principal payments of mortgage                                               (4,314)                 -
       (Repayment of) proceeds from bank borrowings                               (500,000)         1,000,000
       Proceeds from factoring agreement                                           315,266                  -
       Proceeds from issuance of note payables                                      50,000            119,000
       Repayment of capital lease                                                  (29,843)                 -
       Repayment of due to related party                                            (7,000)
       Repayment of note payables                                                        -            (22,240)
       Repayment of note payable - purchase of Brittany, LLC                             -            (75,000)
       Net change in revolving credit line                                               -             (2,585)
       Sale of common stock and warrants                                           232,000          1,200,000
                                                                              -------------   ----------------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                                    52,211          1,535,810
                                                                              -------------   ----------------
NET (DECREASE) INCREASE IN CASH                                                    (28,904)           123,169

CASH AT BEGINNING OF YEAR                                                          140,531             17,362
                                                                              -------------   ----------------
CASH AT END OF YEAR                                                         $      111,627  $         140,531
                                                                              =============   ================


                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

        Cash paid for interest                                             $       217,495  $         208,809
                                                                              =============   ================
        Cash paid for income taxes                                         $             -  $               -
                                                                              =============   ================

      SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

        Issuance of 487,500 shares of common stock for purchase of Assembly$             -  $         568,750
                                                                              =============   ================
       Capital contribution in connection with sale of Renewable Resources $             - $          365,457
                                                                              =============   ================

</TABLE>

                 See notes to consolidated financial statements
                                       F-5

<PAGE>

                          REINK CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              YEARS ENDING DECEMBER 31, 2001 AND DECEMBER 31, 2000

1.        ORGANIZATION AND SIGNIFICANT EVENTS

          Reink Corp,  Inc.  ("Reink") was  incorporated in Delaware on March 6,
          1999 and,  through  its  subsidiaries,  manufactures  bulk ink,  toner
          cartridges,  and ribbons 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 manufacture compatible  cartridges.  The
          products are sold to both  wholesale  distributors  and retail  office
          supply stores, both domestically and internationally.

          In April 1999, Reink acquired the stock of Renewable Resources,  Inc.,
          a manufacturer of bulk ink, toner  cartridges and ribbons.  On May 19,
          1999 Reink was acquired by Newmarket Strategic Holdings, Inc., a shell
          corporation  in a  transaction  accounted  for as a  recapitalization,
          which then changed its name to Reink Corp.  In September  1999,  Reink
          acquired  all of the  assets and  liabilities  of  Assembly  Services,
          Unlimited,  Inc.  ("Assembly") through a newly formed company,  Reink,
          USA, Ltd.  which changed its name to Reink Imaging USA, Ltd.  Assembly
          is a  manufacturer  of toners and  ribbons.  Reink also  acquired,  in
          September 1999, 100% of the membership interest of Brittany LLC, which
          owns the  property  on which  Assembly  conducts  its  operations.  In
          addition,  during 1999,  Reink  established a holding  company  called
          Reink  Canada,  Corp.  for purposes of generating  future  business in
          Canada.  Hereinafter,  all  of the  above  entities  are  collectively
          referred to as the "Company".

          On June 30, 2000, the Company sold 100% of the stock of Renewable back
          to its former  shareholder.  The sale,  as amended,  provided  for the
          Company to pay Renewable  $140,000  payable on a quarterly basis based
          on an amount equal to 10% of Reink Corp's consolidated net income. All
          payments  under this  clause  will be made to an escrow  account to be
          held to satisfy obligations of the Corporation to the Internal Revenue
          Service  related  to  outstanding  payroll  taxes and in  relation  to
          obligations to a credit card company.  However,  the Company  retained
          certain  assets  of  Renewable  including  cash,   inventory  and  its
          principal operating assets which the Company had collateralized  under
          a security  agreement.  The Company also agreed to supply  certain ink
          products  to  Renewable  at an agreed  upon price  with  approximately
          $240,000  (cost  of  $200,000)  of  such  products  at  no  charge  to
          Renewable,  the  balance  of which is $91,600 at  December  31,  2001.
          Accordingly,  "Due to Related  Party" of $231,600 in the  accompanying
          balance sheet reflects the remaining obligation to Renewable.

          The  effect  of the  sale  of  Renewable,  net  of the  aforementioned
          payables, has been recorded as additional paid-in-capital of $365,457.

          On  September   13,  2000,   an  amendment  to  the   certificate   of
          incorporation  was  filed to  reflect  an  increase  in the  Company's
          authorized shares to 100,000,000.

                                      F-6
<PAGE>

          On September  18, 2000 the Company's  board of directors  approved a 3
          for 2 stock split for  stockholders  of record on September  28, 2000.
          All references to shares in the accompanying financial statements have
          been adjusted to reflect such stock split.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  a)      Basis  of  presentation  -  The  accompanying  consolidated  financial
          statements have been prepared  assuming the Company will continue as a
          going  concern.  The  Company  has  incurred  losses of  approximately
          $1,800,000  and  $3,000,000 for the years ended December 31, 2001 and
          2000,  respectively,  and at December 31, 2001, had a working  capital
          deficiency  of   approximately   $2,700,000   These  conditions  raise
          substantial  doubt about the Company's  ability to continue as a going
          concern.  The Company is seeking to raise up to $2,000,000 through the
          issuance  of  convertible  secured  debentures  during  the year ended
          December 31, 2002. In addition, the Company has negotiated a write-off
          of $300,000 in accounts  payable  from one  supplier  contingent  on a
          payment of $250,000,  which would be made with the  proceeds  from the
          issuance of the debentures.  The Company also will seek refinancing of
          its existing mortgage debt. The recovery of assets and continuation of
          future  operations are dependent upon the Company's  ability to obtain
          additional  debt or  equity  financing  and its  ability  to  generate
          revenues  sufficient to continue pursuing its business  purposes.  The
          accompanying  financial statements do not include any adjustments that
          might be necessary should the Company be unable to continue as a going
          concern.

  b)      Principals of  consolidation - The consolidated  financial  statements
          include the  accounts of the Company and its wholly own  subsidiaries.
          All material intercompany transactions have been eliminated.

  c)      Goodwill - Goodwill is amortized using the straight - line method over
          ten years which is the estimate of future periods to be benefited.

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

  e)      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.

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


                                      F-7
<PAGE>



  g)      Property and equipment - Property and equipment are stated at cost and
          depreciated using the  straight-line  method over the estimated useful
          lives of the assets.

  h)      Fair value of financial instruments - The carrying amounts reported in
          the balance sheet for cash, receivables, accounts payable, and accrued
          expenses  approximate  fair value based on the short-term  maturity of
          these instruments.

  i)      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.

  j)      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.

  k)      Impairment of long-lived  assets - Long-lived  assets and  intangibles
          are   reviewed   for   impairment   whenever   events  or  changes  in
          circumstances indicate that the carrying amount of an asset may not be
          recoverable.  Recoverability of assets to be held and used is measured
          by a comparison of the carrying amount of the assets to the future net
          cash flows expected to be generated by the assets.  If such assets are
          considered to be impaired, the impairment to be recognized is measured
          by the amount by which the carrying  amount of the assets  exceeds the
          fair value of the assets.  At December 31, 2001, the Company  believes
          that there has been no impairment of its long-lived assets.

  l)      Earnings  per share - Basic net loss per common  share is based on the
          weighted  average number of shares  outstanding.  Options and warrants
          have been excluded as common stock equivalents in the diluted earnings
          per share because they are either antidilutive, or their effect is not
          material. Total shares issued if outstanding options and warrants were
          exercised  net of  repurchased  shares  at the  yearly  average  price
          amounts to 285,380 shares.

  m)      Research and development - Research and development  expenditures  are
          charged to operations as incurred.



                                      F-8
<PAGE>



  n)

          Stock based  compensation  - The Company  accounts for employee  stock
          transactions  in accordance  with APB Opinion No. 25,  "Accounting For
          Stock  Issued To  Employees."  The Company  has  adopted the  proforma
          disclosure requirements of Statement of Financial Accounting Standards
          No.  123,  "Accounting  For  Stock-Based  Compensation."  The  Company
          accounts  for the  valuation of stock issued for goods and services in
          accordance  with FAS 123 based on the fair value of the  consideration
          received or the fair value of the equity instruments issued, whichever
          is more reliably  measured and in accordance with Emerging Issues Task
          Force 96-18 which  prescribes the measurement date for the issuance of
          such instruments.

  o)      New accounting standards

           (i) In July 2001,  the Financial  Accounting  Standards  Board issued
               Statement  of  Financial  Accounting  Standards  ("SFAS") No. 141
               "Business Combinations" and SFAS No. 142 "Goodwill and Intangible
               Assets ("SFAS No. 142").  SFAS No. 141 requires that all business
               combinations initiated after June 30, 2001 be accounted for using
               the purchase  method of  accounting  and prohibits the use of the
               pooling-of-interests  method for such transactions.  SFAS No. 142
               applies to all  goodwill  and  intangible  assets  acquired  in a
               business  combination.  Under  the new  standard,  all  goodwill,
               including  goodwill  acquired  before initial  application of the
               standard,  should  not be  amortized  but  should be  tested  for
               impairment at least annually at the reporting  level,  as defined
               in the standard.  Intangible assets other than goodwill should be
               amortized  over their useful lives and reviewed for impairment in
               accordance  with SFAS No. 121. The new standard is effective  for
               fiscal years  beginning after December 15, 2001. The Company must
               adopt this  standard on January 1, 2002.  The  Company  currently
               expenses  approximately $130,000 annually for the amortization of
               goodwill.

           (ii)In August 2001, the FASB issued Statement of Financial Accounting
               Standards No. 144 ("SFAS 144"), "accounting for the Impairment or
               Disposal of Long-lived Assets".  SFAS 144 superceded Statement of
               Financial  Accounting  Standards  No.  121,  "Accounting  for the
               Impairment of Long-lived Assets and Assets to be Disposed of" and
               the accounting and reporting provisions of Accounting  Principles
               Board  Opinion  No. 30,  "Reporting  the  Results  of  Operations
               -Reporting  the  Effects of  Disposal of a Segment of a Business,
               and Extraordinary,  Unusual and Infrequently Occurring Events and
               Transaction".  SFAS 144 also amends Accounting  Research Bulletin
               No. 51,  "Consolidated  Financial  Statements,"  to eliminate the
               exception to consolidation  for a subsidiary for which control is
               likely  to be  temporary.  The  provision  of  SFAS  144  will be
               effective for fiscal years beginning after December 15, 2001. The
               Company has not yet  determined  the effect SFAS 144 will have on
               its  financial  position  or  results  of  operations  in  future
               periods.


                                      F-9
<PAGE>

3.       INVENTORIES

          Inventories consist of the following at December 31, 2001:


Raw Materials                                          $                397,180
Finished goods                                                          204,366
                                                          ----------------------
                                                       $                601,546
                                                          ======================

The Company has  recorded  an  inventory  reserve of  $294,081,  which  includes
$230,000  reserved  for  obsolete  inventory  and  packaging  that  contains the
Renewable name. The above numbers for inventory are net of this reserve.

4.       PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at December 31, 2001:

                                              Estimated
                                              Useful life
                                              -----------
         Land                                               $           170,429
         Building and building improvements   39 years                  806,923
         Computers and software                5 years                  444,589
         Furniture and fixtures                5 years                   36,266
         Machinery and equipment               7 years                  836,311
                                                            --------------------
                                                                      2,294,518
         Less accumulated depreciation                                1,035,300
                                                            --------------------
                                                            $         1,259,218
                                                            ====================

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.        LOANS PAYABLE - BANK

          In February 2000, the Company obtained a $1,000,000 borrowing facility
          from a  commercial  bank  bearing  interest  at 12% per annum  payable
          quarterly.  The terms of the loan agreement  required that any balance
          outstanding  on the loan be paid by November  25,  2000.  The loan was
          collateralized by the Company's accounts receivable and inventory. The
          loan was extended  and, as of December  31,  2001,  was repaid in full
          through a new financing outlined below.

                                 F-10
<PAGE>

          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. 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%
          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.  The term of the  facility is one year with one
          year renewal terms thereafter.  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, 2001, the Company assigned  $396,252 and
          had been advanced $315,266, net of $1,735 of reserves.

7.        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.  The balance at
               December 31, 2001, including interest, is $308,000.

         (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,  2001 is  $132,500,  including  an interest
               charge of $20,000 as a fee for the delays in payment.  The holder
               of the note has waived any defaults.

          b.   CONSULTING FEES

               The Company incurred  approximately $150,000 and $130,000 for the
               years  ended  December  31,  2001  and  2000,  respectively,  for
               consulting  fees to a company,  100% owned by a  shareholder  for
               various financial and corporate services.  The agreement provides
               for up to $25,000 per month (based on invoicing for each period).

                                      F-11
<PAGE>




8.        MORTGAGE PAYABLE

          In  connection  with the purchase of Brittany,  the Company  assumed a
          mortgage  bearing  interest at a rate of 14% per annum.  The  mortgage
          requires  monthly  payments of interest only of $7,400 until  December
          31, 2001 when a balloon principal payment of $600,000 will be due. The
          mortgagor  has agreed to extend the  mortgage  until June 30,  2002 in
          return for payments of $7,400 per month for January to March, 2002 and
          $8,000 per month from April to June, 2002.

9.        STOCKHOLDERS EQUITY

          STOCK ISSUED FOR SERVICES

          During the year ended  December 31, 2000 the Company issued a total of
          2,130,000  shares  pursuant to various  consulting  agreements.  As of
          December  31,  2000,  the Company  charged to expense  $1,401,251  and
          recorded $540,000 in prepaid fees and services.  During the year ended
          December 31, 2001, 130,000 shares,  valued at $104,000 were cancelled.
          The remaining prepaid balance, $436,000, was charged to expense as the
          consulting agreements expired.

          In December 2001, the Company agreed to issue 300,000 shares of common
          stock,  valued at $0.30 per share,  to two officers of the Company for
          services rendered.  The Company has recorded an expense and an accrued
          liability of $90,000 as of December  31, 2001.  The shares have yet to
          be issued.

          PRIVATE PLACEMENTS

          In June and July 2000,  the  Company  received  $450,000  in a private
          placement from a third party investor.  The Company sold 9 units which
          includes  37,500 shares of common stock and 22,500  purchase  warrants
          per unit with each unit valued at $50,000.  Total  shares and warrants
          sold were 337,500 and  202,500,  respectively.  The purchase  warrants
          which vest immediately,  allow for the purchase of one share of common
          stock  at a  price  of $.84  per  share  for a  period  of five  years
          commencing form the date of issuance.


          In October 2000,  the Company  received  $800,000 from the issuance of
          600,000  shares of common  stock and  360,000  purchase  warrants to a
          third party investor. The warrants, which vest immediately,  allow for
          the  purchase  of one  share of  common  stock for a price of $.84 per
          share for a period of five years.

          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

                                      F-12
<PAGE>

          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  are to be to be  issued  for  payments
          totaling  $312,000.  As  of  December  31,  2001,  $232,000  has  been
          received.  The  Company has issued the  warrants,  which will vest one
          year from the date of  issuance  and expire in five  years.  The stock
          certificates  have not yet been issued,  however,  725,000 shares that
          are to be issued,  based on the proceeds received,  have been included
          in the  accompanying  financial  statements  as  "Common  Shares to be
          Issued".

10.       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 have 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.  A total of
          1,302,500  options have been granted to various employees and officers
          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, 2001 and 2000: (i)
          annual dividends of $0.00, (ii) expected  volatility of 224% and 238%,
          respectively,   (iii)  risk-free  interest  rate  of  5.7%  and  6.3%,
          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,  2001 and 2000 was $.38 and $1.16 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>          <C>
   Outstanding at
   January 1,           -           -           -           -       375,000 $       1.2   3.8 years    375,000
   2000
     Granted         1,252,500 $  .67         9.6 years     -       562,500         .84   4.5 years    562,500
                    ----------- ----------  ------------  --------  ---------- ---------  ----------- ----------
   Outstanding at
   January 1,        1,252,500         .67    9.6 years    417,500  937,500         .98   3.6 years
   2001                                                                                                937,500
     Granted            50,000 .       .25     10 years     -       487,500         .32     5 years      -
                    ----------- ----------  ------------  --------  ---------  ---------  ----------- ----------
   Outstanding at
   December 31, 2001 1,302,500 $       .66    8.6 years    417,500 1,425,000$       .76   4.1 years    937,500
                    =========== ==========  ============  ================== =========== =========== ==========
</TABLE>

                                      F-13
<PAGE>


          Since none of the options granted to employees were vested in the year
          ended  December  31,  2000,  no pro forma  compensation  cost has been
          calculated for such year. Had  compensation  cost for the Company been
          determined  in  accordance  with SFAS 123, the  Company's net loss and
          loss per share for the year ended  December  31,  2001 would have been
          increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                                                     Years ended December 31,
                                                                              ----------------------------------------
                                                                                     2001                  2000
                                                                              ------------------     -----------------
<S>                                                                        <C>                    <C>
         Net loss:                                      As reported        $        (1,842,754)   $       (2,978,837)
                                                                                    ===========           ===========
                                                        Pro forma          $        (2,328,830)   $       (2,978,837)
                                                                                    ===========           ===========
         Net loss per share:
                    Basic and diluted                   As reported        $             (0.09)  $             (0.16)
                                                                                         ======                ======
                    Basic and diluted                   Pro forma          $             (0.11)  $             (0.16)
                                                                                         ======                ======
</TABLE>

11.       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  agreement can be terminated by either party under
          certain  circumstances  as defined in the  agreement.  During the year
          ended  December  31,  2001,  sales  to  such  distributor  represented
          approximately 31% of the Company's sales.

          Two other customers  represented  31% and 19% of sales,  respectively,
          for the year ended  December  31,  2000.  The  Company's  two  largest
          vendors  represented  approximately  37% and 10% of purchases  for the
          year ended December 31, 2001.

12.      INCOME TAXES

          At  December  31, 2001 the  Company  had a net  deferred  tax asset of
          approximately  $1,942,000.   The  Company  has  recorded  a  valuation
          allowance for the full amount of the net deferred tax asset.

          The following table illustrates the source and status of the Company's
          major deferred tax assets:

            Net operating loss carryforward               $           1,838,000
            Accounts receivable allowance                                 4,000
            Inventory allowance                                         100,000
            Valuation allowance                                      (1,942,000)
                                                             -------------------
            Net deferred tax asset recorded               $                   -
                                                             ===================

                                      F-14
<PAGE>


               The benefit for income taxes differs from the amount  computed by
          applying the statutory  federal income tax rate to the loss before the
          benefit for income taxes as follows:

                                                      Years ended December 31,
                                                     ---------------------------
                                                     2001                2000
                                                     -------------  ------------
              Income tax benefit computed at the    $     627,000   $   914,000
              Federal statutory rate
              Deductions  for which no benefit is
              recognized                                 (627,000)     (914,000)
                                                     -------------  ------------
                                                    $          -0-  $        -0-
                                                     =============  ============

          The Company has net  operating  loss  carryforwards  of  approximately
          $5,400,000 at December 31, 2001 which expire between 2019 and 2021.

13.      COMMITMENTS AND CONTINGENCIES

         Operating leases

          The Company  owns a  production  facility  in New  Jersey,  and leases
          additional sales offices and/or warehouse facilities in New Jersey and
          Tennessee.

          Total rent  expense for the year ended  December 31, 2001 and 2000 was
          $94,440 and $67,975, 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.

          Future  minimum  rental  payments  under  non-cancelable  leases as of
          December 31, 2001 are as follows:

                          Years ended                                 Amounts
                          -----------                                 -------
                          2002                                         53,400
                          2003                                         53,400
                          2004                                         35,600
                                                              ------------------
                                                              $       142,400
                                                              ==================

          Employment agreements

          The Company  entered into  employment  agreements  with two  officers,
          commencing  October  1,  1999.  Annual  aggregate  payments  amount to
          $225,000 and are for a period of three years.

                                      F-15
<PAGE>


          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.

14.      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.


15.       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. As of December 31, 2001, the Company still owed $54,000
          worth of product.

          In February 2001, Tiger Direct, Inc ("Tiger") filed a complaint in the
          Superior Court for New Jersey against Reink Corp.  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. The case is scheduled for non-binding arbitration.


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