U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-KSB

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

        For the fiscal year ended December 31, 2002

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the transition period from           to
                                       ---------    ---------

                           Commission File No. 0-29129

                            SOURCE ENERGY CORPORATION
               (Name of Small Business Issuer in its Charter)

           UTAH                                      87-0370820
        ---------                                     ----------
State or Other Jurisdiction of               (I.R.S. Employer I.D. No.)
incorporation or organization)

                   3040 Granite Meadow Lane, Sandy Utah 84092
                          ----------------------------
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (801) 943-5490


                                       N/A
                                       ---
          (Former Name or Former Address, if changed since last Report)


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

Securities Registered under Section 12(g) of the Exchange Act: Common

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

(1)   Yes X    No     (2)   Yes X    No
         ---     ---           ---      ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant'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. [ ]


<PAGE>

State Issuer's revenues for its most recent fiscal year: December 31, 2002 -
$39,587.

State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

January  2, 2003 - $40,278.  There are  approximately  104,619  shares of common
voting stock of the Registrant  held by  non-affiliates.  On January 2, 2003 the
average bid price was $0.385

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                          DURING THE PAST FIVE YEARS)

     None; Not Applicable.


                    (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:

                                 January 1, 2003

                                     404,451
                                    ---------

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Item 13
of this Report.

Transitional Small Business Issuer Format   Yes     No  X
                                                ---     ---

                                     PART I

Item 1.  Description of Business.
--------------------------------

Business Development
--------------------

     Source was originally  incorporated under the name Exit, Inc. in accordance
with the laws of the State of Utah on January 30,  1981.  In April of 1984,  the
Company  changed its name to Parker Energy  Technology,  Inc. From its inception
until  May  20,  1997,  the  Company  had  been in the  business  of oil and gas
exploration and production activities.  Currently, the Company has one producing
well, located in Grand County, Utah.

     On May 20, 1997,  the Company  effected a reverse split of its  outstanding
shares from 81,637,100 to 1,632,742.  Simultaneous  thereto, the Company entered
into an agreement with a T.R. Kraft and Point Source Energy  ("Point") to engage
in the business of distillate  fuel systems process  plants,  issued  12,305,800
shares of common stock in connection  with the  transaction and changed its name
to Source Energy Corporation.

<PAGE>

     Subsequently,  Craig Carpenter, a former officer and director of Source and
a stockholder, filed a shareholder derivative suit in the United States District
Court,  District of Utah, case no.  2:99CV0332K,  against T.R. Kraft, Point, and
Source  alleging that Kraft and Point  committed  fraud to induce  plaintiffs to
enter into the original transaction.

     On March 10, 2000 the District Court issued a judgment and order rescinding
the May 20, 1997  transaction.  The judgment states that Source be returned,  as
nearly as possible,  to its status prior to  consummation  of said  transaction.
This  included  canceling  12,305,800  shares  of  common  stock  issued  in the
transaction to Kraft by Source, reinstating Craig Carpenter, Helen G. Carpenter,
and Kathy  Morrison  as  officers  and  directors  of Source,  and the return of
182,852  shares of Common Stock from Kraft to Carpenter,  which were  originally
sold  directly  by  Carpenter  to Kraft.  Craig  Carpenter  was granted an award
against  Source in the amount of $75,000 to  compensate  him for the  benefit he
conferred on the  stockholders of Source by prosecuting the action against Kraft
and Point. Source was awarded damages against Kraft in the amount of $75,000. In
addition, Source is liable for legal fees and expenses of the suit in the amount
of $15,039. To settle the legal fees and expenses,  Source issued 200,000 shares
of its Common Stock to Mr. Carpenter.  Source intends to pursue its damage award
against  T.R.  Kraft,  but  cannot  predict  at  this  time  whether  it will be
successful in collecting.

     On April 10, 2000,  Source  effected a 1 for 40 reverse split in its issued
and outstanding Common Stock.

     On April 13, 2000, Source Energy Corporation, a Utah corporation ("Source")
acquired Newven Acquisition  Corporation,  a Nevada corporation  ("Newven") as a
wholly  owned  subsidiary  through  a  stock  for  stock  exchange.  Immediately
following the exchange, Source and Newven entered into a Plan of Merger pursuant
to which Newven was merged with and into Source.  See the exhibit  index for the
Current Report on Form 8-K as filed with the Securities and Exchange Commission.

     Prior to the  transaction,  Newven  had  500,000  shares  of  common  stock
outstanding,  which were  exchanged for 25,000 shares of the  restricted  common
stock of Source.

Business
--------

Existing operations and plan of operation
-----------------------------------------

     In 1981,  Source  purchased a working  interest in, and became the operator
of, the property  known as Bureau of Land  Management  Federal Oil and Gas Lease
No.  U-14654  consisting of 480 acres.  Located in Grand County,  Utah,  this is
Source's only oil and gas property.  The Company has one producing  well on this
lease.  At the present time the Company  maintains a 68.78% working  interest in
the property.

     Source has previously  drilled two other dry holes on the lease.  We intend
to evaluate the lease for new sites that show a reasonable  chance of success in
drilling  producing  wells.  We will  also  look for  opportunities  to  acquire
additional  oil and gas  properties  for  development  in the states of Utah and
Wyoming.

<PAGE>

     Source has been unable pursue any meaningful business operations during the
past three years because of the litigation  resulting from the transaction  with
T.R. Kraft and Point. The litigation was resolved by a judgment entered in March
2000. On September 22, 2000,  the  Securities  and Exchange  Commission  ("SEC")
filed a complaint in the United States  District  Court,  case no. 2:00CV 0757B,
naming Source and Timothy R. Kraft, a former officer and director of Source,  as
defendants.  Source believes this complaint will have to be rectified  before it
will be in a position to pursue more active business operations.

     As a result of these  circumstances,  operations  were  limited in the past
four years to  maintaining  production  from our one producing oil well in Grand
County.  Revenue from oil  production in 2002 and 2001 was $39,587  and $41,833,
respectively.  The decrease in revenue from fiscal year 2001 to fiscal year 2002
is attributable primarily to falling oil prices.

     However,  these  resources  are not  sufficient  to embark on new  drilling
activity on our  existing  lease or to acquire and develop any other oil and gas
properties.  Consequently, we intend to seek additional debt or equity financing
over the next year to fund expansion of our operations. However, there can be no
assurance that  additional  funding will be available or, if available,  that it
will be  available on  acceptable  terms or in required  amounts.  If we do find
financing,  there  is no  assurance  that  we  will  succeed  in  expanding  our
operations or remain profitable.

Principal Products or Services and Markets
------------------------------------------

     The Company  will  continue to produce and market oil.  The demand for this
product continues to increase as population and industry conversions expand.

Reserve Analyses
----------------

     The Company has not had an outside  consultant  perform a certified reserve
analysis  on the  Company's  leases.  For  more  information  see the  Notes  to
Financials Statements, attached hereto.

     Reserve  analyses  are at best  speculative,  especially  when  based  upon
limited production and limited access to production records; no assurance can be
given that the reserves  attribute to these leases exist or will be economically
recoverable.  See the Risk Factor entitled  "Uncertainty of Reserve  Estimates,"
herein.

Distribution Methods of Products or Services.
--------------------------------------------

     We sell all of our oil production to Giant Industries at spot prices. Giant
Industries will take all of the oil that we can produce.

     Prices for oil and gas are driven  strictly  by supply and  demand.  We can
sell our products to any one of five local  distributors.  Prices among the five
distributors  are nearly equal. We decided to sell to Giant  Industries based on
quality of service and proximity of their delivery point to our lease. We do not
use commodity futures contracts or price swaps in marketing our crude oil.

<PAGE>

Status of Any Publicly Announced New Product or Service
-------------------------------------------------------

     The Company  does not have any publicly  announced  new product or service;
nor does it anticipate any in the foreseeable future.

Competitive Business Conditions, Competitive Position in the Industry and
Methods of Competition
----------------------

     The oil and gas  industry  is highly  competitive  in all  phases.  We will
encounter strong  competition from other  independent oil companies in all areas
of  our  business  including   marketing,   production  and  obtaining  external
financing.  Most of our competitors  have financial  resources,  personnel,  and
facilities   substantially  greater  than  ours.  However,  unless  there  is  a
substantial drop in the market for oil and natural gas, we can sell our products
at daily spot prices.

     The prices of the Company's products are controlled by the world oil market
and the United States natural gas market; thus, competitive pricing behaviors in
this regard are  considered  unlikely;  however,  competition in the oil and gas
exploration  industry  exists in the form of  competition  to  acquire  the most
promising   acreage  blocks  and  obtaining  the  most   favorable   prices  for
transporting the product.

Sources and Availability of Raw Materials and Names of Principal Suppliers
--------------------------------------------------------------------------

     The Company's  operations  are not dependent on the  acquisition of any raw
materials.  See  the  caption  "Competitive  Business  Conditions,   Competitive
Position in the Industry and Methods of Competition," above.

Dependence on One or a Few Major Customers
------------------------------------------

     Prices for oil and gas are driven  strictly  by supply and  demand.  We can
sell our products to any one of five local distributors.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts, including Duration
-----------------------------------

     As is  customary  in the oil and gas  industry,  only a  perfunctory  title
examination  is conducted at the time oil and gas leases are acquired.  Prior to
the  commencement  of  drilling  operations,  a thorough  title  examination  is
conducted.  We  believe  the  title to our  lease is good  and  indefeasible  in
accordance with standards  generally  accepted in the oil and gas industry.  Our
existing and future leases may be burdened by customary royalty interests, liens
incident to oil and gas operations,  and liens for taxes and other  governmental
charges as well as encumbrances,  easements and restrictions.  We do not believe
that  any of  these  burdens  will  materially  interfere  with  the  use of the
property.

     Royalty  agreements  relating to oil and gas production are standard in the
industry.  See the caption "Business," above for the amounts of the royalties on
the Company's lease.

<PAGE>

Need for Governmental Approval of Principal Products or Services
----------------------------------------------------------------

     None of the principal  products or services  offered by the Company require
governmental   approval.  See  the  caption  "Effect  of  Existing  or  Probable
Governmental Regulations on Business," below.

Effect of Existing or Probable Governmental Regulations on Business
-------------------------------------------------------------------

     All  aspects  of the oil and gas  industry  are  extensively  regulated  by
federal,  state,  and  local  governments.  Regulations  govern  such  things as
drilling  permits,  production  rates,  environmental  protection  and pollution
control,  royalty rates, and taxation rates. These regulations may substantially
increase the cost of doing business and sometimes  prevent or delay the start or
continuation of any given  exploration or development  project.  Regulations are
subject  to future  changes  by  legislative  and  administrative  action and by
judicial decisions, which may adversely affect the petroleum industry.

     We believe  our  operations  comply  with all  applicable  legislation  and
regulations in all material  respects and that the existence of such regulations
has had no more  restrictive  effect on our  method  of  operations  than  other
similar  companies  in the  industry.  Although we do not  believe our  business
operations presently impair environmental quality, compliance wit federal, state
and local  regulations  which  have  been  enacted  or  adopted  regulating  the
discharge of materials  into the  environment  could have an adverse effect upon
our capital expenditures, earnings and competitive position.

     In  the  areas  which  we  conduct  our  operations,  there  are  statutory
Iprovisions  regulating  the  production of oil and natural gas. These rules may
restrict  the oil and gas  production  rate to below the rate our  existing  and
future wells can produce.  We are also subject to numerous laws and  regulations
governing the discharge of materials into the environment or otherwise  relating
to  environmental  protection.  We may be  required  to  obtain  permits  before
drilling and  operating  our wells.  Also,  we may be subject to  liability  for
pollution that results from our  operations.  It is impossible to predict if and
to what extent these regulations may impact our operations.

     State  regulatory   authorities  have  established  rules  and  regulations
requiring  permits  for  drilling  operations,  drilling  bonds  and/or  reports
concerning  operations.  The state regulatory authorities may also have statutes
and  regulations  concerning  the  spacing of wells,  environmental  matters and
conservation.

     We intend to comply  with all  regulations  pertaining  to our  operations.
However,  future  legislation  and  regulation may have an adverse impact on our
business.

     Exploration  and production  activities  relating to oil and gas leases are
subject to numerous environmental laws, rules and regulations. The federal Clean
Water Act requires the Company to  construct a fresh water  containment  barrier
between the surface of each drilling site and the underlying  water table.  This
involves the  insertion of a  seven-inch  diameter  steel casing into each well,
with  cement on the  outside of the  casing.  The cost of  compliance  with this
environmental regulation is approximately $10,000 per well.

     The Company's operations are also subject to laws and regulations requiring
removal and cleanup of environmental damages under certain

<PAGE>

circumstances.   Laws  and  regulations  protecting  the  environment  have
generally   become  more   stringent  in  recent  years,   and  may  in  certain
circumstances  impose  "strict  liability,"  rendering a corporation  liable for
environmental  damages without regard to negligence or fault on the part of such
corporation.  Such laws and  regulations may expose the Company to liability for
the conduct of  operations or  conditions  caused by others,  or for acts of the
Company which were in compliance  with all applicable laws at the time such acts
were performed. The modification of existing laws or regulations or the adoption
of new laws or  regulations  relating  to  environmental  matters  could  have a
material adverse effect on the Company's operations.  In addition, the Company's
existing and proposed operations could result in liability for fires,  blowouts,
oil spills,  discharge  of  hazardous  materials  into  surface  and  subsurface
aquifers  and  other  environmental  damage,  any one of which  could  result in
personal injury,  loss of life,  property damage or destruction or suspension of
operations.

     The Company  believes it is presently  in  compliance  with all  applicable
federal,  state and local  environmental  laws, rules and regulations;  however,
continued  compliance (or failure to comply) and future  legislation may have an
adverse impact on the Company's present and contemplated business operations.

     The foregoing is only a brief summary of some of the existing environmental
laws,  rules and  regulations  to which the Company's  business  operations  are
subject,  and there are many others,  the effects of which could have an adverse
impact on the Company.  Future legislation in this area will no doubt be enacted
and revisions will be made in current laws. No assurance can be given as to what
effect these  present and future laws,  rules and  regulations  will have on the
Company's current future operations.

Sarbanes-Oxley Act.
-------------------

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002 (the  "Sarbanes-Oxley  Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory  requirements on  publicly-held  companies and their insiders.
Many of these requirements will affect us. For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer
           and we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine  whether they comply with the  Sarbanes-Oxley  Act and the
new  regulations  promulgated  thereunder.  We  will  continue  to  monitor  our
compliance  with all future  regulations  that are adopted  under the  Sarbanes-
Oxley Act and will take whatever  actions are necessary to ensure that we are in
compliance.

Research and Development
-----------------------

     The  Company  has not  expended  any  amount in  research  and  development
activities during the last fiscal year.

Cost and Effects of Compliance with Environmental Laws
------------------------------------------------------

     See the caption "Effect of Existing or Probable Governmental Regulations on
Business" of this Report.

Number of Total Employees and Number of Full-Time Employees
-----------------------------------------------------------

     Source has no employees.  It relies on  independent  contractors to perform
the services required to maintain its producing well.

Risk Factors
-------------

     Limited  Market for Common Stock;  Although the  Company's  common stock is
quoted on the OTC  Bulletin  Board of the  National  Association  of  Securities
Dealers,  Inc.  (the  "NASD"),  the  market  is very  limited;  there  can be no
assurance that it will continue or be maintained. Any market price for shares of
common stock of the Company is likely to be very  volatile,  and factors such as
competition,  governmental  regulation and fluctuations in operating results may
all have a significant  effect.  In addition,  the stock markets  generally have
experienced,  and continue to experience,  extreme price and volume fluctuations
which have affected the market price of many small

<PAGE>

capital  companies  and which have often been  unrelated  to the  operating
performance  of these  companies.  These broad market  fluctuations,  as well as
general economic and political conditions, may adversely affect the market price
of the Company's common stock. See the caption "Market Price of and Dividends on
the Company's Common Equity and Other Stockholder Matters," herein.

     Future Capital  Requirements,  Uncertainty of Future  Funding;  The Company
presently has limited operating capital. It will require substantial  additional
funding in order to pursue any operations  outside of operating the one existing
location.  The Company  would need to raise these funds  through  equity or debt
financings,   which  may  be  very  difficult  for  such  a  highly  speculative
enterprise.  There can be no assurance that such additional funding will be made
available to the Company,  or if made available,  that the terms thereof will be
satisfactory  to the  Company.  Furthermore,  any  equity  funding  will cause a
substantial  decrease  in  the  proportional  ownership  interests  of  existing
stockholders.  If such  funding  is not made  available  to the  Company,  it is
doubtful  that the  Company  would be able to expand  operations  outside of its
presently  limited  scope.  See the caption  "Business" and the heading "Plan of
Operation"  of the  caption  "Management's  Discussion  and  Analysis or Plan of
Operation," herein.

     Substantial Capital Requirements;  If revenues were to decrease as a result
of lower oil and gas prices,  decreased production or otherwise, the Company may
have limited ability to continue production,  resulting in a further decrease in
production  and  revenues.  If the  Company's  cash flow from  operations is not
sufficient  to satisfy its  capital  expenditure  requirements,  there can be no
assurance  that  additional  debt or equity  financing will be available to meet
these requirements.

     Replacement of Reserves;  The Company's future success will depend upon its
ability to find,  acquire and develop  additional  oil and gas reserves that are
economically  recoverable.  The proved  reserves of the Company  will  generally
decline as they are  produced,  except to the extent that the  Company  conducts
revitalization activities, or acquires properties containing proved reserves, or
both. The Company currently does not have a plan to increase its reserve base.

     Uncertainty  of Reserve  Estimates;  Oil and gas reserve  estimates and the
present value estimates associated therewith are derived from limited data. As a
result, oil and gas reserve estimates and present value estimates are frequently
revised in subsequent periods to reflect production data obtained after the date
of the original estimate. If reserve estimates are inaccurate,  production rates
may decline more rapidly than anticipated, and future production revenues may be
less  than  estimated.  Moreover,  significant  downward  revisions  of  reserve
estimates  may  adversely  affect the  Company's  ability to borrow funds in the
future or have an adverse impact on other financing arrangements.

          Operating Hazards; Oil and gas operations involve a high degree of
risk. Natural hazards, such as excessive underground pressures, may cause costly
and dangerous blowouts or make further operations on a well financially or
physically impractical. Any of the foregoing hazards may result in substantial
losses or liabilities to third parties, including claims for bodily injuries,
reservoir damage, loss of reserves, environmental damage and other damages to
persons or property.

<PAGE>

     Future  Sales of Common  Stock;  Craig  Carpenter,  President  and Director
beneficially  owns  209,832  shares  of  the  common  stock  of the  Company  or
approximately 52% of its outstanding voting  securities.  All of his shares Will
have been  beneficially  owned for one year on April 16,  2001,  and  subject to
compliance  with the  applicable  provisions of Rule 144 of the  Securities  and
Exchange  Commission,  Mr.  Carpenter may then commence to sell his  "restricted
securities" in an amount equal to up to 1% of the then outstanding securities of
the  Company,  in any three month  period.  Such sales could have a  substantial
adverse effect on any public market that may then exist in the Company's  common
stock.  Sales of any of these shares by Mr.  Carpenter could severely affect the
ability of the Company to secure the  necessary  debt or equity  funding for the
Company's proposed business operations. Sales of restricted securities by others
could  also have an  adverse  effect on any  market in the  common  stock of the
Company.  See  the  caption  "Recent  Sales  of  Unregistered  Securities."  For
additional  information concerning the present market for shares of common stock
of the Company,  see the caption "Market Price of and Dividends on the Company's
Common Equity and Other Stockholder  Matters," herein. For information regarding
common stock ownership of Mr. Carpenter,  see the caption "Security Ownership of
Certain Beneficial Owners and Management," herein.

     Voting Control;  By virtue of Craig Carpenter's  ownership of approximately
52% of the  Company's  outstanding  voting  securities,  Mr.  Carpenter  has the
ability to elect all of the Company's directors, who in turn elect all executive
officers,  without regard to the votes of other stockholders.  Mr. Carpenter may
be deemed to have  absolute  control  over the  management  and  affairs  of the
Company.  See the caption "Security  Ownership of Certain  Beneficial Owners and
Management," of this Report.

     Competition;  The Company's oil and gas exploration activities are centered
in a highly  competitive  field.  In  seeking  any  other  suitable  oil and gas
properties for acquisition,  or drilling rig operators and related personnel and
equipment,  the  Company  will be  competing  with a number of other  companies,
including  large oil and gas  companies  and other  independent  operators  with
greater  financial  resources.  Management  does not believe that the  Company's
initial  competitive  position in the oil and gas industry will be  significant.
See the caption "Competition" under the heading "Business," herein.

     Dependence  on Key  Employees  and  Technical  Personnel;  The  Company  is
substantially  dependent  upon the  continued  services of Craig  Carpenter  its
President  and  Director.  Mr.  Carpenter  is  in  good  health;   however,  his
retirement,  disability or death would have a significant  adverse impact on the
Company's  business   operations.   To  the  extent  that  his  services  become
unavailable,  the Company will be required to retain other qualified  personnel;
there can be no  assurance  that it will be able to recruit  and hire  qualified
persons upon acceptable terms. See the caption  "Directors,  Executive Officers,
Promoters and Control Persons," herein.

     Similarly,  the  oil  and  gas  exploration  industry  requires  the use of
personnel with substantial  technical expertise.  In the event that the services
of its current technical personnel become unavailable,  the Company will need to
hire qualified  personnel to take their place; no assurance can be given that it
will be able to recruit and hire such persons on mutually acceptable terms.

<PAGE>

     Governmental Regulations; The Company is subject to numerous state and
federal regulations, environmental and otherwise, that may have a substantial
negative effect on its ability to operate at a profit. See the captions "Effect
of Existing or Probable Governmental Regulations on Business" and "Costs and
Effects of Compliance with Environmental Laws," herein.

          General Economic Risks/Potential Volatility of Stock Price; The
Company's current and future business plans are dependent, in large part, on the
state of the general economy. Adverse changes in general and local economic
conditions may cause high volatility in the market price of the Company's
securities and may adversely affect an investment in these securities. Oil and
gas prices are extremely volatile and are subject to substantial seasonal,
political and other fluctuations, all of which are beyond the Company's control.

Indemnification of Officers and Directors
-----------------------------------------

     Section  16-10a-902 of the Utah Code Annotated provides in relevant part as
follows:

     (1) Except as provided in Subsection  (4), a  corporation  may indemnify an
individual made a party to a proceeding because he is or was a director, against
liability incurred in the proceeding if:

          (a) his conduct was in good faith; and

          (b) he reasonably believed that his conduct was in, or not opposed to,
     the corporation's best interests; and

          (c) in the case of any criminal proceeding, he had no reasonable cause
     to believe his conduct was unlawful.

     (4) A corporation may not indemnify a director under this section:

          (a)  in  connection  with  a  proceeding  by or in  the  right  of the
     corporation in which the director was adjudged  liable to the  corporation;
     or

          (b) in connection with any other proceeding charging that the director
     derived an improper  personal  benefit,  whether or not involving action in
     his official  capacity,  in which  proceeding he was adjudged liable on the
     basis that he derived an improper personal benefit.

     (5)  Indemnification  permitted  under this  section in  connection  with a
proceeding  by or in the  right of the  corporation  is  limited  to  reasonable
expenses incurred in connection with the proceeding.

     Section 16-10a-903 of the Utah Code Annotated provides in relevant part as
follows:

     Unless  limited by its  articles  of  incorporation,  a  corporation  shall
indemnify a director  who was  successful,  on the merits or  otherwise,  in the
defense of any proceeding,  or in the defense of any claim,  issue, or matter in
the  proceeding,  to which he was a party because he is or was a director of the
corporation,  against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.

<PAGE>


     Section 16-10a-907 of the Utah Code Annotated provides in relevant part as
follows:

     Unless a corporation's articles of incorporation provide otherwise:

     (1) an officer of the corporation is entitled to mandatory  indemnification
under  Section  16-10a-903,   and  is  entitled  to  apply  for  court-  ordered
indemnification  under Section 16-10a-905,  in each case to the same extent as a
director;

     (2) the  corporation  may  indemnify  and  advance  expenses to an officer,
employee,  fiduciary,  or agent of the  corporation  to the same  extent as to a
director; and

     (3) a corporation  may also  indemnify and advance  expenses to an officer,
employee,  fiduciary, or agent who is not a director to a greater extent, if not
inconsistent  with  public  policy,  and if  provided  for by  its  articles  of
incorporation,  bylaws, general or specific action of its board of directors, or
contract.

     Source's  by-laws provide that it shall indemnify to the full extent of its
power to do so under Utah law, all  directors  and  officers  for any  liability
including  costs of defense  reasonably  incurred in connection with any action,
suit,  or  proceeding  to which  such  person  may be a party by  reason of such
person's  position with Source,  if the officer or director  acted in good faith
and in a manner the  officer or  director  reasonably  believed to be in, or not
opposed to, the best interests of the corporation.  Consequently, Source intends
to  indemnify  its officers  and  directors to the full extent  permitted by the
statute noted above.

Item 2.  Description of Property.
---------------------------------

     In 1981,  Source  purchased a working  interest in, and became the operator
of, the property  known as Bureau of Land  Management  Federal Oil and Gas Lease
No.  U-14654  consisting of 480 acres.  Located in Grand County,  Utah,  this is
Source's only oil and gas property.  The Company has one producing  well on this
lease.  At the present time the Company  maintains a 68.78% working  interest in
the property.

     The Company utilizes the office of its President,  Craig  Carpenter,  at no
expense.

Item 3.  Legal Proceedings.
---------------------------

     On September 22, 2000, the Securities and Exchange Commission ("SEC") filed
a complaint in the United States District Court,  case no. 2:00CV 0757B,  naming
Source and  Timothy R.  Kraft,  a former  officer  and  director  of Source,  as
defendants.

     On May 20, 1997, Source entered into an agreement with Timothy R. Kraft and
Point  Source  Energy  ("Point") to engage in the  business of  distillate  fuel
systems  process  plants,   and  in  connection  with  that  transaction  issued
12,305,800 shares of common stock.

     Subsequently,  Craig Carpenter, a former officer and director of Source and
a stockholder, filed a shareholder derivative suit in the United States

<PAGE>

District Court, District of Utah, case no. 2:99CV0332K,  against Mr. Kraft,
Point,  and  Source  alleging  that  Kraft and Point  committed  fraud to induce
plaintiffs to enter into the original transaction ("Carpenter Suit").

     On March 10, 2000 the  District  Court  issued a judgment  and order in the
Carpenter Suit rescinding the May 20, 1997 transaction. The judgment states that
Source be returned,  as nearly as possible,  to its status prior to consummation
of said transaction.  This included canceling  12,305,800 shares of common stock
issued in the transaction to Kraft by Source, reinstating Craig Carpenter, Helen
G.  Carpenter,  and Kathy Morrison as officers and directors of Source,  and the
return of 182,852  shares of Common  Stock from Kraft to  Carpenter,  which were
originally  sold directly by Carpenter to Kraft.  Craig Carpenter was granted an
award against  Source in the amount of $75,000 to compensate him for the benefit
he conferred on the  stockholders  of Source by  prosecuting  the action against
Kraft and  Point.  Source was  awarded  damages  against  Kraft in the amount of
$225,000.

     During his tenure as an officer and  director of Source,  Mr.  Kraft issued
two press  releases  that the SEC  alleges  are false  and  misleading.  The SEC
further  alleges  that the press  releases  were issued by Kraft in an effort to
manipulate  the public  market  price for Source  common  stock in  violation of
Section 10(b) of the Securities  Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder.  The SEC is seeking an order  enjoining  Source from violating these
provisions of the Securities Exchange Act of 1934 in the future.

     In the course of the Carpenter Suit, Mr. Carpenter  informed the SEC of the
conduct of Mr. Kraft, and regularly kept the SEC informed of the progress of the
case and his efforts to remove Mr. Kraft.  Although  Source received no monetary
or other benefit from Mr. Kraft's alleged fraud,  Mr. Kraft was removed from any
position of control over Source by order of the District  Court in the Carpenter
Suit, Mr. Carpenter was reinstated as an officer and director, and Mr. Carpenter
cooperated  fully with the SEC in providing to it  information  on the Carpenter
Suit, the SEC still included Source in its lawsuit against Mr. Kraft  apparently
because the press  releases were issued with Source's name on them.  Under these
circumstances,  Source is  reviewing  its  options  for  filing an answer to the
complaint  filed by the SEC and defending  itself against the allegations of the
SEC.

     On April 4, 2001 the Company  requested  a waiver of the  disqualifications
from the  availability  of  Regulations  A and D of the SEC in settlement of the
civil action brought by the SEC.  Subject to the grant of this requested  waiver
by the Commission under Rule 262, Source has executed and delivered a Consent to
Injunction in settlement of the  Commission's  action.  To date, the Company has
received no response from the SEC.

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

     None; Not Applicable.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------

Market Information
------------------

     The Company's common stock is traded on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc. ("NASD"); however, the market
for shares of the Company's common stock is extremely limited. No assurance can
be given that the present market for the Company's common stock

<PAGE>

will  continue  or  will be  maintained,  and  the  sale  of the  Company's
"unregistered"  and  "restricted"  common stock pursuant to Rule 144 as outlined
under the caption "Recent Sales of  Unregistered  Securities" of this Report may
have a substantial adverse impact on any such public market. See the Risk Factor
entitled "Future Sales of Common Stock," herein.

     The high and low bid prices for these shares of common stock of the Company
since that period are as follows:

                                                 Bid

Fiscal Year ending:                     High                Low
------------------                      ----                ---
December 31, 1999                      $0.03                $0.01

December 31, 2000                      $2.75                $2.50

December 31, 2001                      $0.45                $0.32

December 31, 2002                      $0.24                $0.19

     These bid prices were obtained  from the National  Quotation  Bureau,  Inc.
("NQB") and do not necessarily reflect actual transactions, retail markups, mark
downs or commissions.

Holders
-------

     The number of record  holders of the Company's  common stock as of the year
ended December 31, 2002, was  approximately  2,984; this number does not include
an  indeterminate  number of  stockholders  whose  shares are held by brokers in
street name.

Dividends
---------

     There are no present  material  restrictions  that limit the ability of the
Company  to pay  dividends  on common  stock or that are  likely to do so in the
future. The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.

Recent Sales of Unregistered Securities
---------------------------------------

     Source  settled its legal cost  obligation to Craig  Carpenter on April 13,
2000 by issuing to him 200,000  shares of restricted  common stock to cancel the
$15,039 obligation.

<PAGE>

     Also on April 13, 2000 Source issued 12,500 "unregistered" and "restricted"
shares to Cletha A.  Walstrand and 12,500 shares to MRF  Investment & Consulting
for the acquisition of Newven Acquisition Corporation.

     On April 20, 2000 Source issued a total of 75,000 shares of  "unregistered"
and "restricted" shares of common stock to Cletha A. Walstrand, MRF Investment &
Consulting and Paul Hickey for the completion of the Company's Current Report on
Form 8-K.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------

     Source has been unable pursue any meaningful business operations during the
past three years because of the litigation  resulting from the transaction  with
T.R. Kraft and Point. The litigation was resolved by a judgment entered in March
2000. On September 22, 2000,  the  Securities  and Exchange  Commission  ("SEC")
filed a complaint in the United States  District  Court,  case no. 2:00CV 0757B,
naming Source and Timothy R. Kraft, a former officer and director of Source,  as
defendants.  Source believes this complaint will have to be rectified  before it
will be in a position to pursue more active business  operations.  Currently the
Company  is seeking to resolve  this  issue  with the  Securities  and  Exchange
Commission.

Results of Operations
---------------------

     For the fiscal year ended  December 31, 2002,  the Company  received  total
revenues of $39,587 down from $41,833 for the previous year.

     Depletion decresed from $12,375 in 2001 to $11,586 in 2002.

     Total general and  administrative  costs and expenses decreased from $8,488
in 2001 to $8,331 in 2002.

     For the fiscal year ended  December  31,  2002,  the Company  realized  net
income of $4,080  ($0.01 per share)  compared to net income of $4,308 ($0.03 per
share) in the preceding year.

Liquidity
---------

     The  Company  estimates  that  it  will be  able  to  adequately  fund  the
above-referenced  development  and production  plans,  with the exception of the
acquisition of additional  properties,  for the next 12 months. Sources of funds
for the  Company  will be revenue  from  operations,  private  placement  of the
Company's unregistered and restricted  securities,  and loans. At this time, the
Company  is in contact  with  several  funding  sources.  However,  this plan of
operation is based upon many variables and estimates, all of which may change or
prove to be other than or different from information relied upon.

<PAGE>

Item 7.  Financial Statements.
------------------------------

            Financial Statements for the years ended December 31, 2002 and 2001

            Report of Independent Certified Public
            Accountants

            Balance Sheet
            Statements of Operations

            Statements of Stockholders' Equity

            Statements of Cash Flows

            Notes to the Consolidated Financial
            Statements


<PAGE>



                            SOURCE ENERGY CORPORATION
               (Formerly known as Parker Energy Technology, Inc.)

                          Independent Auditors' Report
                                       and
                              Financial Statements

                                December 31, 2002


<PAGE>
<TABLE>
<CAPTION>


                            Source Energy Corporation

                                TABLE OF CONTENTS
<S>                                                                             <C>




Independent Auditors' Report ................................................           1

Balance Sheet -- December 31, 2002 ..........................................           2

Statements of Operations for the Years Ended December 31, 2002 and 2001 .....           3

Statements of Stockholders' Equity for the Years Ended December 31, 2002 ....           4
and 2001

Statements of Cash Flows for the Years Ended December 31, 2002 and 2001 .....           5

Notes to  Financial Statements ..............................................         6 -- 11

Unaudited Supplemental Information Concerning Oil and Gas Producing .........           12
Properties

</TABLE>
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
Source Energy Corporation

We have audited the  accompanying  balance sheet of Source  Energy  Corporation,
formerly  known as Parker Energy  Technology,  Inc. as of December 31, 2002, and
the related statements of operations,  stockholders'  equity, and cash flows for
the years ended December 31, 2002 and 2001.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit 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 financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Source  Energy  Corporation,
formerly known as Parker Energy  Technology,  Inc., as of December 31, 2002, and
the  results  of their  operations  and their  cash  flows  for the years  ended
December 31, 2002 and 2001 in conformity  with accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company has experienced losses from operations since
its inception and has not yet begun generating  significant revenue which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



                               Mantyla McReynolds


Salt Lake City, Utah
January 23, 2003


<PAGE>
<TABLE>
<CAPTION>

                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                                  Balance Sheet
                                December 31, 2002

                                            ASSETS

<S>                                                                             <C>
Current Assets
  Cash and cash equivalents                                                     $             65,831
  Accounts receivable                                                                          3,149
  Tax refund receivable                                                                        1,993
                                                                                  ------------------
                   Total Current Assets                                                       70,973

Property and Equipment (Note 2)
  Equipment                                                                                   15,951
  Proved oil and gas properties                                                              597,353
                                                                                  ------------------
               Total Property and Equipment                                                  613,304
       Less: Accumulated Depreciation and Depletion                                         (553,095)
                                                                                  ------------------
                Net Property and Equipment                                                    60,209
                                                                                  ------------------
                       Total Assets                                             $            131,182
                                                                                  ==================

                             LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current Liabilities
 Accrued liabilities                                                        $                   354
 Other current liability (Note 6)                                                            75,000
                                                                                 ------------------
                 Total Current Liabilities                                                   75,354
                                                                                 ------------------
                     Total Liabilities                                                       75,354


Stockholders' Equity (Notes 1 & 8)
  Capital Stock -- 200,000,000 shares authorized having a
   par value of $.00025 per share; 404,451 shares
   issued and outstanding                                                                       101
  Additional Paid-in Capital                                                              1,244,954
  Accumulated Deficit                                                                   (1,189,227)
                                                                                 ------------------
                Total Stockholders' Equity                                                   55,828
                                                                                 ------------------
        Total Liabilities and Stockholders' Equity                             $            131,182
                                                                                 ==================
</TABLE>

                                        2

<PAGE>
<TABLE>
<CAPTION>

                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                            Statements of Operations
                 For the Years Ended December 31, 2002 and 2001



                                                                        2002               2001
                                                                        ----               ----
<S>                                                        <C>                   <C>
Revenues from Oil and Gas Activities                       $            39,587   $        41,833

Oil and Gas Producing Expense:
  Production costs                                                      15,590            16,662
  Depletion (Note 2)                                                    11,586            12,375
                                                                --------------      ------------
            Total Oil and Gas Producing Expense                         27,176            29,037

        Income/(Loss) from Oil and Gas Activities                       12,411            12,796

  General and administrative expense                                    (8,331)           (8,488)

                                                                --------------      ------------
            Net Income/(loss) from Operations                            4,080             4,308
Other Income/(Expense):
  Interest income                                                          665               912
                                                                --------------      ------------
               Total Other Income/(Expense)                                665               912
Net Income/(Loss) before income tax                                      4,745             5,220
Provision for income tax (Notes 1 & 4)                                    (100)             (100)
Extraordinary income (Note 7)                                                0             7,040
                                                                --------------      ------------
Net Income/(Loss)                                          $             4,645   $        12,160
                                                                ==============      ============


Profit/(Loss) per Share                                       $           0.01   $          0.03
                                                                ==============      ============

Weighted Average Shares Outstanding                                    404,451           404,451
                                                                ==============      ============

</TABLE>

                                              3

<PAGE>
<TABLE>
<CAPTION>

                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                       Statements of Stockholders' Equity
                 For the Years Ended December 31, 2002 and 2001





                                                               Additional                              Net
                                 Common          Common          Paid-in        Accumulated       Stockholders'
                                 Shares          Stock           Capital          Deficit            Equity
                              ------------     ----------      -----------     --------------    ---------------
<S>                              <C>        <C>           <C>                     <C>            <C>
Net Income for the Year Ended
December 31, 2001                                                                      12,160             12,160
Balance, December 31, 2001         404,451 $          101  $     1,244,954 $       (1,193,872)$           51,183
                              ============     ==========      ===========     ==============    ===============

Net Income for the Year Ended
December 31, 2002                                                                       4,645              4,645
Balance, December 31, 2002         404,451 $          101  $     1,244,954 $       (1,189,227)$           55,828
                              ============     ==========      ===========     ==============    ===============

</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>

                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                            Statements of Cash Flows
                 For the Years Ended December 31, 2002 and 2001






                                                                                  2002         2001
                                                                                  ----         ----
<S>                                                                      <C>             <C>
Cash Flows Provided by/(Used for) Operating Activities
Net profit/(loss)                                                        $       4,645   $      12,160
Adjustments to reconcile net income to net cash provided by
 operating activities:
    Depreciation and depletion                                                  13,387          14,055
    (Increase)/decrease in accounts receivable                                     677           1,849
    (Increase)/decrease in tax refund receivable                                   106          (2,100)
    Increase/(decrease) in current liabilities                                      57            (149)
                                                                           -----------      ----------
Net Cash Provided by Operating Activities                                       18,872          25,815
                                                                           -----------      ----------

Cash Flows Provided by/(Used for) Financing Activities
  Purchase of fixed assets                                                      (2,079)              0
                                                                           -----------      ----------
Net Cash Provided by Financing Activities                                       (2,079)              0
                                                                           -----------      ----------

Net Increase/(Decrease) in Cash                                                 16,793          25,815
Beginning Cash Balance                                                          49,038          23,223
                                                                           -----------      ----------

Ending Cash Balance                                                      $      65,831   $      49,038
                                                                           ===========      ==========


Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for income taxes                             $         -0-            100
  Cash paid during the year for interest                                           -0-             -0-

</TABLE>


                                        5
<PAGE>

                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                          Notes to Financial Statements
                                December 31, 2002

Note 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               (a)    Organization

The Company was originally  incorporated under the name Exit, Inc. in accordance
with the laws of the State of Utah on January 30,  1981.  In April of 1984,  the
Company  changed its name to Parker Energy  Technology,  Inc. From its inception
until  May  20,  1997,  the  Company  had  been in the  business  of oil and gas
exploration and production activities.  Currently, the Company has one producing
well,  located in Grand County,  Utah. On May 20, 1997,  the Company  effected a
reverse  split  of  its   outstanding   shares  from  81,637,100  to  1,632,742.
Simultaneous  thereto,  the Company entered into an agreement with an individual
to engage in the business of distillate  fuel systems process plants and changed
its  name to  Source  Energy  Corporation  (Source).  On March  10,  2000 a U.S.
district  court judge  rescinded the May 20, 1997 agreement and ordered that the
Company be returned,  as nearly as possible, to its status prior to consummation
of said agreement.  This included  cancelling  12,305,800 shares of common stock
issued in the  transaction.  As nearly as possible,  these financial  statements
have been prepared in accordance with the court's order.

The financial  statements  of the Company have been prepared in accordance  with
U.S. generally accepted accounting principles. The following summarizes the more
significant of such policies.

     (b) Proved Oil and Gas Properties

The Company utilizes the successful efforts method of accounting for its oil and
gas producing activities.  This method of accounting requires the capitalization
of exploration and development  activities related to the discovery of producing
properties  and the expensing of costs related to the discovery of  unsuccessful
exploration efforts.

Depletion  of oil and gas  properties  is  provided  by  utilizing  the units of
production method.  The cost of the property  ($597,353) is divided by the total
estimated  reserves  (128,740  barrels)  resulting in a unit depletion amount of
$4.64.

     (c) Property and Equipment

Equipment is stated at cost.  Depreciation  is provided using the  straight-line
and double- declining  balance methods over a five year period.  Maintenance and
repair costs are charged to expense as incurred.

                                        6
<PAGE>


                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                          Notes to Financial Statements
                                December 31, 2002

Note 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  [continued]

     (d) Income Taxes

The  Company  applies  the  provisions  of  Statement  of  Financial  Accounting
Standards No. 109 [the  Statement],  Accounting for Income Taxes.  The Statement
requires an asset and liability approach for financial  accounting and reporting
for income taxes, and the recognition of deferred tax assets and liabilities for
the temporary differences between the financial reporting basis and tax basis of
the  Company's  assets and  liabilities  at enacted tax rates  expected to be in
effect when such amounts are realized or settled.  The cumulative effect of this
change in  accounting  for income taxes as of December 31, 2002 is $0 due to the
valuation allowance established as described in Note 4.

     (e) Net Income Per Common Share

In accordance with Financial Accounting Standards No. 128, "Earnings Per Share,"
basic loss per common  share is computed  using the weighted  average  number of
common shares outstanding.

     (f) Cash and Cash Equivalents

For purposes of the  statements  of cash flows,  the Company  considers  cash on
deposit in the bank and in its money market account to be cash.

     (g) Use of Estimates in Preparation of Financial Statements

The  preparation  of financial  statements  in  conformity  with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.



                                        7

<PAGE>


                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                          Notes to Financial Statements
                                December 31, 2002

Note 2         PROPERTY AND EQUIPMENT

     Oil and Gas Producing Activities

     During 1981,  the Company  purchased a working  interest in, and became the
     operator of, the property  known as Bureau of Land  Management  Federal Oil
     and Gas Lease No. U-14654 consisting of 480 acres. Located in Grand County,
     Utah, this is the Company's only oil and gas property.  The Company has one
     producing well on this lease.  At the present time the Company  maintains a
     68.78% working interest in the property.

     Information  on  capitalized  costs  relating  to  oil  and  gas  producing
     activities is presented below:

        Proved Oil and Gas Properties                             $  597,353
        Accumulated Depletion ($11,586 during 2002 and
                              $12,375 during 2001)                  (543,999)
        Net Capitalized Costs                                     $   53,354

               Other Property and Equipment
       Equipment at cost                                          $   15,951
       Accumulated depreciation($1,801 during 2002 and
                                   $1,679 during 2001)                (9,096)
       Net property and equipment                                 $    6,855


Note 3         LIQUIDITY

     The Company has accumulated losses from inception through December 31, 2002
     amounting  to  $1,189,227.  The  Company's  ability  to  achieve a level of
     consistent profitable operations and/or additional financing may impact the
     Company's  ability to continue  as it is  presently  organized.  Management
     intends  to  raise   additional   capital  through  private  or  registered
     placement, debt or other offerings.


Note 4         INCOME TAXES

     The  Company  complies  with  the  provisions  of  Statement  of  Financial
     Accounting Standards No. 109 [the Statement],  Accounting for Income Taxes.
     No  provision  has been made for income taxes in the  financial  statements
     because the Company has accumulated substantial losses since inception.

                                        8
<PAGE>

                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                          Notes to Financial Statements
                                December 31, 2002

Note 4         INCOME TAXES [continued]

     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the  deferred  tax asset at December 31, 2002 have no impact on
     the financial  position of the Company.  A valuation  allowance is provided
     when it is more likely than not that some portion of the deferred tax asset
     will not be realized.  Because of the lack of taxable earnings history, the
     Company has  established a valuation  allowance  for all future  deductible
     temporary differences.

Deferred tax assets                               Balance          Tax      Rate
---------------------------------------------  ------------- --------------- ---
   Federal loss carryforward
        (expires through 2022)                   $492,575        $167,476    34%
   State loss carryforward
        (expires through 2017)                   $262,847         $13,142     5%
   Valuation allowance                                          ($180,618)
                                                             ---------------
        Deferred tax asset                                             $0
                                                             ===============

     The valuation  allowance  has decreased  $16,364 from $196,982 in the prior
     year.  The current year  provision  for income tax  represents  the minimum
     franchise tax due to the State of Utah.


Note 5         SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

     The Company's primary operations have been located in the geographic region
     of  Grand  County,  Utah.  The  accounts  receivable  of  the  Company  are
     unsecured.  Should the primary  customer of the  Company,  a wholesale  oil
     purchaser,  default on its payment,  the Company  would be required to seek
     relief as an unsecured creditor.  If the current purchaser of the Company's
     oil  production  were to  cease to do  business  with  the  Company,  it is
     reasonably  certain that other purchasers would be readily available in the
     market place.


Note 6         RELATED-PARTY TRANSACTIONS

     The president of the Company (also a  shareholder)  is also a 16.9% working
     interest owner in the Company's lease located in Grand County, Utah.

     The Company has  recorded a liability  as part of a legal  settlement  (see
     Note 7). The $75,000 is due to a  shareholder  and officer of the  Company.
     The balance is non-interest bearing and payable on demand.


                                        9

<PAGE>


                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                          Notes to Financial Statements
                                December 31, 2002

Note 7         LEGAL SETTLEMENT

     On March 10, 2000, a U.S.  district court judge  rescinded the May 20, 1997
     agreement  referenced  in Note 1, and ordered that the Company be returned,
     as  nearly  as  possible,  to its  status  prior  to  consummation  of said
     agreement.  The Court further ordered that the Company pay the plaintiff in
     the legal action his  attorneys  fees in the amount of $15,039 and an award
     of $75,000 to  compensate  him for the benefit  conferred on Source  Energy
     Corporation  shareholders in prosecuting this action. The plaintiff in this
     case  was  returned  by  the  Court  to the  presidency  of  Source  Energy
     Corporation, a position he held prior to the May 20, 1997 agreement.

     The Court also ordered that the other  defendants in the case,  T.R. Kraft,
     and Point Source Energy Corporation, an Oregon corporation, to pay an award
     to the Company in the amount of  $225,000.  The Company  does not intend to
     record this amount as a  receivable  on its books  because the  defendants'
     whereabouts are unknown and ability to collect from them is in question.

     During  2001 the  Company  received  a  refund  from  the  Utah  State  Tax
     Commission for severance taxes previously overpaid.  The refund amounted to
     $7,040  and is  presented  as  extraordinary  income  due its  unusual  and
     infrequent nature.


Note 8         COMMON STOCK

     The Company effected a 1 for 40 reverse split, which became effective April
     10, 2000.

     On April 13, 2000, the Company issued 200,000 shares to its President,  who
     is also a shareholder, in exchange for a debt reduction of $15,039.

     On April 20, 2000,  the Company  issued  75,000  shares of common stock for
     professional services, valued at $1,500.

                                       10

<PAGE>

                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                          Notes to Financial Statements
                                December 31, 2002

Note 9                ACQUISITION/MERGER

     On April 13, 2000, the Company acquired Newven Acquisition  Corporation,  A
     Nevada Corporation ("Newven"), as a wholly owned subsidiary through a stock
     for stock  exchange.  Immediately  following the exchange,  the Company and
     Newven  entered  into a Plan of Merger  pursuant to which Newven was merged
     with the Company.  All of Newven's  outstanding  stock (500,000 shares) was
     exchanged  for 25,000  shares of the  Company's  restricted  common  stock.
     Newven's assets at the time of the merger were $565 in cash;  there were no
     liabilities.  The acquisition has been accounted for as a purchase.  Newven
     has had minimal  operations;  all activity has been  combined and presented
     since the acquisition date.


Note 10        OTHER LEGAL MATTER

     On September 22, 2000, the Securities and Exchange Commission ("SEC") filed
     a complaint in the United  States  District  Court,  naming  Source  Energy
     Corporation,  with  the  intent  of  disqualifying  the  Company  from  the
     availability  of  Regulations A and D. The Company has responded to the SEC
     opposing the complaint. As of the completion of these financial statements,
     no formal resolution has been reached.







                                       11
<PAGE>

                            SOURCE ENERGY CORPORATION
                Formerly known as Parker Energy Technology, Inc.
                       Unaudited Supplemental Information
                        Oil and Gas Producing Activities
                                December 31, 2002


        Reserve Quantity Information (Unaudited)

        Proved Developed Reserves:
          Beginning of year                                        13,999
          Production                                              ( 2,497)
          End of  year                                             11,502

     Note: The Company has  previously  drilled two other dry holes on the lease
     where these  proved  reserves are  located.  Since there are no  additional
     known reserves, the Company has not estimated proved undeveloped reserves.


     Standardized  Measure  of  Discounted  Future  Net Cash  Flows and  Changes
     Therein  Relating  to Proved Oil and Gas  Reserves  at  December  31,  2002
     (Unaudited)

        Future cash inflows *                                    $   208,646
        Future production and development costs*                   (  71,813)
        Future income tax expenses**                                    --
        Future net cash flows                                        136,834

        10% annual discount for estimated timing of cash flows     (  63,593)

        Standardized measure of discounted future net cash flows $    73,240


     Note:  There  have been no  principal  sources of change for the year ended
     December 31, 2002.


     * Future net cash flows were computed using year-end prices and costs,  and
     year-end  statutory  tax rates that related to existing  proved oil and gas
     reserves in which the Company has mineral interests.

     ** Due to large net operating loss carry  forwards,  the Company (under its
     present  organizational  structure) does not anticipate paying income taxes
     on the subject reserves.


                                       12
<PAGE>


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     None;  the Company  continues to use Mantyla  McReynolds as the auditor for
the Company and audited the financial statements that accompany this Report.


                                    PART III

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

Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting  of  stockholders  (to be  held at such  time  as the  Board  of
Directors  shall  determine) or until their  successors are elected or appointed
and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>
                                              Date of         Date of
                             Positions        Election or     Termination
  Name                        Held            Designation (1) or Designation

<S>                           <C>               <C>               <C>

Craig Carpenter               Director,         3/10/00           *
3040 Granite Meadow Lane,     President
Sandy Utah 84092

Helen Carpenter               Director,         3/10/00           *
3040 Granite Meadow Lane      Vice President
Sandy Utah 84092

Kathleen L. Morrison          Director,         3/10/00           *
4685 Highland Dr., #202       Secretary
Salt Lake City, UT  84117

</TABLE>

     *  These persons presently serve in the capacities indicated opposite their
        respective names.
<PAGE>

Term of Office
--------------

     The term of office of the current directors shall continue until the annual
meeting  of  stockholders,  which  is to be held at such  time as the  Board  of
Directors  shall  determine.  The  annual  meeting  of the  Board  of  Directors
immediately  follows the annual meeting of  stockholders,  at which officers for
the coming year are elected.

Business Experience
-------------------

     Craig Carpenter, Director and President, age 59 was born and raised in Salt
Lake City, Utah, where he attended East High School.  Aside from his involvement
in Source, Mr. Carpenter has been retired for the past seven years.

     Helen G. Carpenter,  Director and Vice President,  age 52, recently retired
after 30 years at US West Communications.  The last position she held at US West
was Manager of Computer Operations.

     Kathleen L. Morrison,  Director and  Secretary,  age 46, has spent the past
eight years as the office manger for two entities.  For seven years, she was the
editor of "Super Group," a vertical market computer  magazine  targeting  HP3000
users.  Mrs.  Morrison  received a B.A. degree from Colorado State University in
1978.

     The directors of Source hold no other  directorship  in any other reporting
company,  except for  Kathleen L.  Morrison who has served since March 1999 as a
director and  secretary of Cardiff  International,  a Colorado  corporation  and
since  May  15,  2001  as   secretary/treasurer   and  director  of  Brenex  Oil
Corporation, a Utah Corporation. All directors hold office until the next annual
meeting  of  stockholders  and  until  their  successors  are duly  elected  and
qualified.

Committees
----------

     There are no established committees.

Family Relationships
--------------------

     Helen Carpenter and Craig Carpenter are Husband and Wife.


Involvement in Certain Legal Proceedings
----------------------------------------

     Except as indicated  below and to the knowledge of  management,  during the
past five years,  no present or former  director,  person  nominated to become a
director, executive officer, promoter or control person of the Company:

     (1) Was a general  partner  or  executive  officer  of any  business  by or
against  which any  bankruptcy  petition was filed,  whether at the time of such
filing or two years prior thereto;

     (2) Was  convicted  in a  criminal  proceeding  or named the  subject  of a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses);
<PAGE>

     (3) Was the  subject of any order,  judgment  or decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him  from or  otherwise  limiting,  the
following activities:

          (i)  Acting  as a futures  commission  merchant,  introducing  broker,
     commodity trading advisor,  commodity pool operator, floor broker, leverage
     transaction merchant,  associated person of any of the foregoing,  or as an
     investment adviser,  underwriter,  broker or dealer in securities, or as an
     affiliated person,  director or employee of any investment  company,  bank,
     savings  and loan  association  or  insurance  company,  or  engaging in or
     continuing any conduct or practice in connection with such activity;

          (ii) Engaging in any type of business practice; or

          (iii) Engaging in any activity in connection with the purchase or sale
     of any security or commodity or in connection with any violation of federal
     or state securities laws or federal commodities laws;

     (4) Was the  subject of any order,  judgment  or decree,  not  subsequently
reversed,  suspended  or  vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

     (5) Was found by a court of competent  jurisdiction in a civil action or by
the  Securities  and Exchange  Commission  to have violated any federal or state
securities  law,  and the  judgment  in such  civil  action  or  finding  by the
Securities  and  Exchange   Commission  has  not  been  subsequently   reversed,
suspended, or vacated; or

     (6) Was found by a court of competent  jurisdiction in a civil action or by
the  Commodity   Futures  Trading   Commission  to  have  violated  any  federal
commodities  law,  and the  judgment  in such  civil  action or  finding  by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     The Company's directors, executive officers and 10% stockholders have filed
statements  of  beneficial  ownership of  securities  under Section 16(a) of the
Exchange Act.

Item 10. Executive Compensation.
-------------------------------

Cash Compensation
-----------------

     None of the current Officers and Directors received any compensation during
the year ended December 31, 2002.


<PAGE>

Employment Contracts
--------------------

     There are  presently  no  employment  contracts  relating  to any member of
management;  however,  depending upon the Company's operations and requirements,
the Company may offer long term  contracts to directors,  executive  officers or
key employees in the future.

Termination of Employment and Change of Control Arrangement
------------------------------------------------------------

     None; not applicable.

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

Security Ownership of Certain Beneficial Owners
-----------------------------------------------

     The  following  tables  set  forth  the  share  holdings  of the  Company's
directors and  executive  officers and those persons who own more than 5% of the
Company's  common stock as of the date  hereof,  with these  computations  being
based upon 404,451 shares of common stock being outstanding.

                 Directors and Executive Officers

<TABLE>
<CAPTION>

                                                                    Number of Shares        Percent of Class
Name and Address(1)                          Title                                         Beneficially Owned
-------------------                          -----                  ----------------       ------------------
<S>                                         <C>                     <C>                         <C>
Craig Carpenter                             President                       209,832             51.8
3040 Granite Meadow Lane                    and Director
Sandy Utah 84092


Helen G. Carpenter*                         Vice President                      -0-               -0-
3040 Granite Meadow Lane                    and Director
Sandy Utah 84092

Kathleen L. Morrison                        Secretary                           -0-               -0-
4685 Highland Dr., Suite 202                and Director
Salt Lake City, UT
84117

All Officers &                                                              209,832              51.8
Directors
as a group
beneficially
own

</TABLE>

     *Helen Carpenter is the spouse of Craig Carpenter,  so she may be deemed to
have shared voting and  investment  control with respect to the shares of Common
Stock owned by Craig Carpenter.
<PAGE>

                    Five Percent Stockholders

<TABLE>
<CAPTION>

                                                         Number of Shares        Percent
Name and Address                        Title           Beneficially Owned      of Class
<S>                                     <C>              <C>                      <C>

Craig Carpenter                         President                209,831           51.8
3040 Granite Meadow Lane                and Director
Sandy, Utah  84092


Cletha Walstrand                        Shareholder               45,000           11.1
8 East Broadway, Suite 620
Salt Lake City, UT  84111

MRF Investment Consultants              Shareholder               41,000           10.1
8 East Broadway, Suite 620
Salt Lake City, UT  84111


</TABLE>

Changes in Control
------------------

     To the  knowledge  of  the  Company's  management,  there  are  no  present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.  See the foregoing  tables  regarding  "Directors and
Executive Officers" and "Five Percent Stockholders."

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

Transactions with Management and Others
---------------------------------------

     The Company  has  recorded a liability  as part of a legal  settlement  for
$75,000, which is due to a Mr. Craig Carpenter, a shareholder and officer of the
Company. The balance is non-interest bearing and payable on demand.

<PAGE>

     The Court  further  ordered that the Company pay the plaintiff in the legal
action his  attorneys  fees in the amount of $15,039  and an award of $75,000 to
compensate  him  for  the  benefit   conferred  on  Source  Energy   Corporation
shareholders in prosecuting this action.

Certain Business Relationships
------------------------------

     Other than the transactions  disclosed in the previous section,  there have
been no  material  transactions,  series of similar  transactions  or  currently
proposed transactions, to which the Company or any of its subsidiaries was or is
to be a party,  in which the amount  involved  exceeds  $60,000 and in which any
director or executive officer or any security holder who is known to the Company
to own of record or beneficially  more than 5% of the Company's common stock, or
any  member of the  immediate  family  of any of the  foregoing  persons,  had a
material interest.

Indebtedness of Management
--------------------------

     Other than the transactions  disclosed in the previous section,  there have
been no  material  transactions,  series of similar  transactions  or  currently
proposed transactions, to which the Company or any of its subsidiaries was or is
to be a party,  in which the amount  involved  exceeds  $60,000 and in which any
director or executive officer or any security holder who is known to the Company
to own of record or beneficially  more than 5%of the Company's  common stock, or
any  member of the  immediate  family  of any of the  foregoing  persons,  had a
material interest.

Parents of the Issuer
---------------------

     Except to the extent that Craig  Carpenter  may be deemed to be a parent of
the  Company  by  virtue  of his  ownership  of a  majority  of its  issued  and
outstanding shares, the Company has no parents.

Transactions with Promoters
---------------------------

     Other than the Note,  there have been no material  transactions,  series of
similar  transactions,  currently  proposed  transactions,  or series of similar
transactions,  to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000 and in which any promoter or
founder or any member of the immediate  family of any of the foregoing  persons,
had a material interest.

Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

Reports on Form 8-K
-------------------

     None; Not Applicable.

Exhibits*
--------

     None; Not Applicable.


                                       1
<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             SOURCE ENERGY CORPORATION

Date:1/27/03                                    By/S/ Craig Carpenter
     ----------------                           ---------------------------
                                                Craig Carpenter, President and
                                                Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:

                                             SOURCE ENERGY CORPORATION


Date:  1/27/03                                  By/S/ Craig Carpenter
     ----------------                           ---------------------------
                                                Craig Carpenter, President and
                                                Director

Date:  1/27/03                                  By/S/ Kathleen Morrison
     ----------------                           ---------------------------
                                                Kathleen L. Morrison, Secretary
                                                Director

<PAGE>

                           CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I,  Craig   Carpenter,   President  of  Source  Energy   Corporation   (the
"Registrant"), certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;

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

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

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  Annual  Report  is being
     prepared;

          b) evaluated the effectiveness of the Registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation Date"); and

          c)  presented  in  this  Annual  Report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
function);

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

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

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




Dated:  1/27/03                      Signature:  By/S/ Craig Carpenter
        -----------------                       --------------
                                     Craig Carpenter
                                     President

<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I,  Kathleen   Morrison,   Secretary  of  Source  Energy  Corporation  (the
"Registrant"), certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;

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

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

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  Annual  Report  is being
     prepared;

          b) evaluated the effectiveness of the Registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation Date"); and

          c)  presented  in  this  Annual  Report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
function);

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

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

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



Dated:  1/27/03                     Signature:  By/S/ Kathleen Morrison
        -----------------                       -----------------
                                                Kathleen Morrison
                                                Secretary/Tresurer

<PAGE>

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


     In  connection  with the Annual Report of Source  Energy  Corporation  (the
"Registrant")  on Form 10-KSB for the year ending  December 31,  2002,  as filed
with the  Securities  and  Exchange  Commission  on the date hereof (the "Annual
Report"),  We, Craig  Carpenter,  President and director and Kathleen  Morrison,
Secretary and director of the Registrant, certify, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

     (1) The Annual Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Annual Report fairly presents,
in all material respects, the financial condition and result of operations of
the Registrant.


By/S/ Craig Carpenter
-----------------
Craig Carpenter
President and Director
1/27/03


By/S/ Kathleen Morrison
-----------------
Kathleen Morrison
Secretary and Director
1/27/03