SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                  AMENDMENT #3


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

                   For the Fiscal Year Ended December 31, 2002
                         Commission file number 0-29670

                                  DRUCKER, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)

Delaware                                                N/A
----------                                             -----
(State or other jurisdiction                    (I.R.S.  Employer
 of incorporation or organization)              Identification No.)


            #1- 1035 Richards Street, Vancouver, B.C. Canada V6B 3E4
          ------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (604) 681-4421

        Securities Registered Pursuant to Section 12(b) of the Act: NONE

           Securities Registered Pursuant to Section 12(g) of the Act

                          COMMON STOCK $.001 PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                      Yes [X]        No [_]

Indicate by check mark if 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.

                      Yes [_]           No [X]

Registrant's  gross  revenues for its most recent  fiscal year were $89,310 from
oil and gas operation  and from interest  income.  Operations  expenses  totaled
$215,764 for a net loss of $272,238.

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State the aggregate market value of the voting stock held by  non-affiliates  of
the Registrant: $1,623,813 as of December 31, 2002 (at $0.05/share closing price
at December 31, 2002).

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock: 32,476,250 common shares as of December 31, 2002.

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                                TABLE OF CONTENTS

                                     PART I

                                                                            Page

Item 1.   Business.............................................................4

Item 2.   Properties .........................................................18

Item 3.   Legal Proceedings...................................................21

Item 4.   Submission of Matters to a Vote of
          Security Holder.....................................................21

                                     PART II

Item 5.   Market for Registrant's Common Stock and
          Security Holder Matters.............................................21

Item 6.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.......................22

Item 7.   Financial Statements and Supplementary Data.........................25

Item 8.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure..............................25

                                    PART III

Item 9.   Directors and Executive Officers of the
          Registrant .........................................................25

Item 10.  Executive Compensation..............................................31

Item 11.  Security Ownership of Certain Beneficial
           Owners and Management..............................................33

Item 12.  Certain Relationships and Related
          Transactions........................................................35

                                     PART IV

Item 13.  Exhibits, Financial Statement Schedule
          and Reports on Form 8-K.............................................36

Item 14.  Controls and Procedures.............................................36

          Signatures..........................................................37

                                        3

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                                     PART I

ITEM 1.    BUSINESS

                               HISTORY OF COMPANY

         On February 4, 1971, the Company was incorporated under the laws of the
State of Idaho, under the name of Monetary Metals  Corporation.  On December 16,
1988,  Drucker Sound Design  Corporation was incorporated  under the laws of the
State of California.  On October 18, 1989, Gul Industries Corp. was incorporated
under the laws of the State of  Delaware.  On  December  14,  1989,  the Company
entered into an Agreement and Plan of  Reorganization,  whereby  Monetary Metals
Corporation  acquired 100% of the assets subject to liabilities of Drucker Sound
Design Corporation, a California corporation.  The Company began engaging in the
manufacturing  and  distribution  of audio,  cellular,  C.B.,  radar,  and other
electronic  installation  systems  for  automobiles.   The  Company  decided  to
redomicile in Delaware and entered into a merger  agreement with Gul Industries,
Inc., a Delaware  corporation.  On April 16, 1990, the Company filed Articles of
Amendment  in the  State  of  Idaho  changing  our  name  from  Monetary  Metals
Corporation to Drucker Sound Design Corporation. On June 6, 1990, Gul Industries
Corp.  filed a  Certificate  of Amendment to the State of Delaware  changing its
name to Drucker Sound Design  Corporation.  On June 19, 1990, a  Certificate  of
Merger was filed in the State of Delaware.  On August 7, 1990, a Certificate  of
Merger was filed in the State of Idaho.  Prior to  September  1991,  the Company
discontinued  engaging in the  business of  manufacturing  and  distributing  of
audio,  cellular,  C.B.,  radar, and other electronic  installation  systems for
automobiles.  On September 4, 1991, the Company filed a Certificate of Amendment
in the State of Delaware changing our name to Drucker Industries, Inc.

         In September  1991,  the Company  purchased  the license to the "N-Viro
Process" in Japan from N-Viro Energy  Systems,  Ltd. for  $466,063.  The Company
made a $100,000 down payment and paid the balance by quarterly installments. The
Company  was  delinquent  on  minimum  royalty  payments  due June 30,  1994 and
September 30, 1994, totaling $50,000, and consequently all rights and privileges
granted to us under the license  agreement  were canceled by the  licensor.  The
license  agreement costs and net of accumulated  amortization,  were written-off
during the year ended  December  31, 1994.  On December  31,  1995,  the Company
terminated any attempts in the N-Viro business.

         On November 29, 2000,  the Company filed a Certificate  of Amendment in
the State of Delaware changing our name to Drucker, Inc.

         No  activities  were  conducted in 1995 or 1996.  In 1997,  the Company
discontinued with our `N-Viro' business and adopted a business plan to engage in
oil and gas  exploration.  The  Company's  primary  business  focus was then the
acquisition,  exploration  and  development  of mineral  properties  and oil and
natural gas  properties.  In early 1997,  the Company  negotiated  joint venture
farm-in  agreements  with  two  Vancouver  based  oil  companies  with  whom the
companies'  officers and directors are  affiliates for a 50% interest in certain
oil projects in the People's  Republic of China. The projects were  unsuccessful
and were abandoned in 1998. The Company had a participation  in the Gulf of Suez
joint  venture  in Egypt,  West  Gharib  which in 1999  made one oil  discovery,
drilled one dry hole, and drilled a third well which was completed  successfully
as an appraisal  well in the last quarter of 1999. In October 1999,  the Company
entered into an agreement for an interest in the North Ghadames joint venture in

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Algeria.  The  discovery  well was  drilled in 1996 and the  overall  three well
program was designed to prove a structure  concept.  The second well was drilled
successfully in August 2000 and the third well was abandoned in February 2001.

         By an agreement  dated  February 1, 2002, the Company agreed to dispose
of its wholly  owned  subsidiary  Drucker  Petroleum,  Inc. for  US$250,000  and
1,000,000  common shares of Tanganyika Oil Ltd., a public  company.  The sale of
the  Company's  20% interest in West Gharib  Block,  Egypt was  completed in May
2002.  The Company has received  US$250,000  and  securities of  Tanganyika  Oil
Company Ltd.  which consist of 200,000  common shares at a deemed share price of
CDN$0.50 per share and 800,000  special  warrants that were converted at no cost
into 800,000  common  shares also at a deemed share price of CDN$0.50 per share.
The warrants were  exercisable  after  November 1, 2002.  Tanganyika Oil Company
Ltd. is a publicly  registered  company in Canada,  and is listed on TSX-Venture
Exchange. All oil and gas operations were terminated concurrent with the sale to
Tanganyika  Oil Company Ltd. The Company  owned less than 5% of the  outstanding
stock of Tanganyika Oil Company Ltd. including Options after the sale.

         Current Business

         The Company's  current business plan is to seek,  investigate,  and, if
warranted,  acquire  one  or  more  businesses,  and  to  pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture,  or partnership.  The Company has limited  capital,  and it is unlikely
that the Company will be able to take  advantage of more than one such  business
opportunity.  The  Company  intends  to  seek  opportunities  demonstrating  the
potential of long-term growth as opposed to short-term earnings.

         At year end the  Company had not  acquired  any  business  opportunity.
Although  on  January  6, 2003 the  Company  entered  into a Letter of Intent to
acquire Crime  Prevention  Analysis Lab  Incorporated  (CPAL) in Vancouver,  BC,
Canada.  In the spring of 2003, the Company withdrew from further  discussion in
this  acquisition  because of the  involved  nature and  protracted  time of the
negotiation, and other business judgment issues.

         It was  anticipated  that the  Company's  officers and  directors  will
contact  persons  with whom they are  acquainted  who are  involved in corporate
matters  to advise  them of the  Company's  existence  and to  determine  if any
companies or businesses  they represent have an interest in considering a merger
or acquisition with the Company. No assurance can be given that the Company will
be successful in finding or acquiring a desirable  business  opportunity,  given
that limited funds that are available for acquisitions,  or that any acquisition
that  occurs  will  be on  terms  that  are  favorable  to  the  Company  or its
stockholders.

         The  Company's  search will be directed  toward small and  medium-sized
enterprises which have a desire to become public  corporations and which have an
active business. (See "Investigation and Selection of Business  Opportunities").
The Company anticipates that the business opportunities  presented to it may (i)
be  recently  organized  with no  operating  history,  or a  history  of  losses
attributable  to  under-capitalization  or other factors;  (ii) be  experiencing
financial or operating difficulties;  (iii) be in need of funds to develop a new
product or  service  or to expand  into a new  market;  (iv) be relying  upon an
untested  product  or  marketing  concept;  or  (v)  have a  combination  of the
characteristics mentioned in (i) through (iv). The Company intends to

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<PAGE>
concentrate  its  acquisition  efforts  on  businesses  that it  believes  to be
undervalued.   Given  the  above  factors,  investors  should  expect  that  any
acquisition candidate may have a history of losses or low profitability, if any.

         The  Company  does not propose to  restrict  its search for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

         Any entity which has an interest in being  acquired by, or merging into
the Company, is expected to be an entity that desires to become a public company
and establish a public trading  market for its  securities.  In connection  with
such a merger  or  acquisition,  it is  highly  likely  that an  amount of stock
constituting  control of the Company would be issued by the Company or purchased
from the current  principal  shareholders of the Company by the acquiring entity
or its  affiliates.  If stock is purchased  from the current  shareholders,  the
transaction  is very likely to result in  substantial  gains to them relative to
their  purchase  price for such stock.  In the Company's  judgment,  none of its
officers and directors would thereby become an "underwriter"  within the meaning
of the Section 2(11) of the  Securities  Act of 1933, as amended.  The sale of a
controlling  interest by certain  principal  shareholders  of the Company  could
occur at a time when the other  shareholders  of the Company  remain  subject to
restrictions on the transfer of their shares.

         Depending upon the nature of the transaction,  the current officers and
directors  of the Company may resign  management  positions  with the Company in
connection with the Company's acquisition of a business  opportunity.  See "Form
of Acquisition,"  below, and "Risk Factors - The Company - Lack of Continuity in
Management."  In  the  event  of  such  a  resignation,  the  Company's  current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

         It  was  anticipated  that  business  opportunities  will  come  to the
Company's attention from various sources,  including its officers and directors,
its other stockholders, professional advisors such as attorneys and accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

         The  Company  does not  foresee  that it would  enter  into a merger or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Delaware law to enter into such a transaction if:

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1. The material facts as to the relationship or interest of the affiliate and as
to the  contract  or  transaction  are  disclosed  or are  known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or

2. The material facts as to the relationship or interest of the affiliate and as
to the contract or transaction  are disclosed or are known to the stock- holders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by vote of the stockholders; or

3. The  contract or  transaction  is fair as to the Company as of the time it is
authorized, approved or ratified, by the Board of Directors or the stockholders.

Investigation and Selection of Business Opportunities

         To a large extent,  a decision to  participate  in a specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other  changes.  The  Company  will be  dependent  upon the owners of a business
opportunity to identify any such problems  which may exist and to implement,  or
be primarily  responsible for the implementation  of, required changes.  Because
the Company may  participate in a business  opportunity  with a newly  organized
firm or with a firm  which is  entering  a new  phase of  growth,  it  should be
emphasized that the Company will incur further risks, because management in many
instances  will not have proved its  abilities  or  effectiveness,  the eventual
market for such company's  products or services will likely not be  established,
and such company may not be profitable when acquired.

         It is anticipated  that the Company will not be able to diversify,  but
will essentially be limited to one such venture because of the Company's limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.

          It  is   emphasized   that   management  of  the  Company  may  effect
transactions having a potentially adverse impact upon the Company's shareholders
pursuant to the authority and discretion of the Company's management to complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed
participation in a business opportunity may be submitted to the stockholders for
their   consideration,   either  voluntarily  by  such  directors  to  seek  the
stockholders' advice and consent or because state law so requires.

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         The analysis of business  opportunities  will be undertaken by or under
the  supervision  of the  Company's  Board,  who are not  professional  business
analysts.  See  "Management."  Although  there  are no  current  plans to do so,
Company   management  might  hire  an  outside   consultant  to  assist  in  the
investigation and selection of business opportunities,  and might pay a finder's
fee.  Since  Company  management  has  no  current  plans  to  use  any  outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the services to be provided,  the term of service, or regarding the total amount
of fees that may be paid.  However,  because  of the  limited  resources  of the
Company,  it is likely that any such fee the Company agrees to pay would be paid
in stock  and not in  cash.  Otherwise,  the  Company  anticipates  that it will
consider, among other things, the following factors:

1.  Potential  for  growth  and  profitability,  indicated  by  new  technology,
anticipated market expansion, or new products;

2. The Company's  perception of how any particular business  opportunity will be
received by the investment community and by the Company's stockholders;

3. Whether,  following the business combination,  the financial condition of the
business  opportunity  would be, or would  have a  significant  prospect  in the
foreseeable  future of  becoming  sufficient  to enable  the  securities  of the
Company  to  qualify  for  listing on an  exchange  or on a  national  automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the  Securities  and  Exchange  Commission.  See "Risk  Factors - The  Company -
Regulation of Penny Stocks."

4. Capital  requirements  and anticipated  availability of required funds, to be
provided  by the  Company or from  operations,  through  the sale of  additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

5.  The extent to which the business opportunity can be advanced;

6.  Competitive  position  as compared to other  companies  of similar  size and
experience  within the  industry  segment as well as within  the  industry  as a
whole;

7. Strength and diversity of existing  management,  or management prospects that
are scheduled for recruitment;

8. The  cost of  participation  by the  Company  as  compared  to the  perceived
tangible and intangible values and potential; and

9. The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.

         In regard to the  possibility  that the  shares  of the  Company  would
qualify for listing on NASDAQ,  the current  standards  include the requirements
that the issuer of the securities that are sought to be listed have total assets
of at least  $4,000,000  and total  capital and surplus of at least  $2,000,000.
Many, and perhaps most, of the business opportunities that might be potential

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candidates  for a  combination  with the  Company  would not  satisfy the NASDAQ
listing criteria.

         No one of the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  Potentially  available
business  opportunities  may occur in many  different  industries and at various
stages  of  development,  all  of  which  will  make  the  task  of  comparative
investigation and analysis of such business  opportunities  extremely  difficult
and complex.  Potential  investors must recognize that, because of the Company's
limited capital available for investigation and management's  limited experience
in  business  analysis,  the Company may not  discover  or  adequately  evaluate
adverse facts about the opportunity to be acquired.

         The Company is unable to predict when it may  participate in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

         Prior to making a decision to  participate  in a business  opportunity,
the Company will  generally  request that it be provided with written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

         As  part  of  the  Company's  investigation,  the  Company's  executive
officers and directors may meet  personally  with  management and key personnel,
may visit and  inspect  material  facilities,  obtain  independent  analysis  or
verification of certain information provided, check references of management and
key personnel,  and take other reasonable  investigative measures, to the extent
of the Company's limited financial resources and management expertise.

         It is possible that the range of business  opportunities  that might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's  securities  until such time as they qualify
for listing on NASDAQ or on another  exchange  which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - - Regulation
of Penny Stocks."

         Company  management  believes that various types of potential merger or
acquisition  candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public

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market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.

Form of Acquisition

         It is  impossible  to  predict  the  manner  in which the  Company  may
participate in a business opportunity.  Specific business  opportunities will be
reviewed  as well as the  respective  needs and  desires of the  Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating  strength of the Company and such promoters,  the legal structure or
method deemed by management to be suitable will be selected.  Such structure may
include, but is not limited to leases,  purchase and sale agreements,  licenses,
joint ventures and other contractual arrangements.  The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger, consolidation
or  reorganization  of the Company with other  corporations or forms of business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

         It is likely  that the Company  will  acquire  its  participation  in a
business opportunity through the issuance of Common Stock or other securities of
the Company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders.

         It is anticipated that any new securities issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.
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<PAGE>
         The Company will  participate in a business  opportunity only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

         As a general  matter,  the  Company  anticipates  that it,  and/or  its
officers and principal  shareholders will enter into a letter of intent with the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Moreover,  because  many  providers  of goods and services
require  compensation  at the time or soon  after  the goods  and  services  are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

Risks and Additional Regulatory Requirements of "Blank Check Companies"

         Rule 419 under the  Securities  Act of 1933,  Regulation  C (adopted in
1992), has requirements  which it imposes regarding new offerings by Blank Check
companies,  which the  Registrant  will be  classified  as until it  acquires or
develops an operating  business.  These requirements  include an escrow of funds
and  securities  issued in an insured  depository  institution  or separate bank
account in a  Broker/Dealer.  Further,  there are  requirements  that the escrow
provisions be fully  disclosed in the prospectus for the offering and that prior
to release of the escrowed funds and securities, a post-effective amendment with
all of the  disclosure  which would be  required in an SB-2 or S-1  registration
statement be filed, approved by SEC, and distributed to shareholders pursuant to
Section 14 of the Securities  Exchange Act of 1934. The Company has no intent to
make an "offering" of securities while a "blank check company."


                                       11

<PAGE>

Investment Company Act and Other Regulation

         The Company may  participate  in a business  opportunity by purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  intend to  engage  primarily  in such  activities.  Specifically,  the
Company intends to conduct its activities so as to avoid being  classified as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment
Act"),  and  therefore  to  avoid  application  of the  costly  and  restrictive
registration  and other  provisions of the Investment  Act, and the  regulations
promulgated thereunder.

     Section  3(a)  of  the   Investment  Act  contains  the  definition  of  an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items). The Company intends to continue its business plan in a manner which will
result in the  availability of this exception from the definition of "investment
company." Consequently, the Company's participation in a business or opportunity
through the purchase and sale of investment securities will be limited.

         The  Company's  plan of  business  may  involve  changes in its capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded these protections.

         Any  securities  which the Company  might  acquire in exchange  for its
Common Stock are expected to be  "restricted  securities"  within the meaning of
the  Securities  Act of 1933, as amended (the "Act").  If the Company  elects to
resell such securities, such sale cannot proceed unless a registration statement
has been  declared  effective by the  Securities  and Exchange  Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities  not involving a  distribution,  would in all  likelihood be
available to permit a private  sale.  Although  the plan of  operation  does not
contemplate resale of securities acquired,  if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.

         An  acquisition  made by the  Company  may be in an  industry  which is
regulated or licensed by federal,  state or local  authorities.  Compliance with
such regulations can be expected to be a time-consuming and expensive process.

Competition

         The Company expects to encounter substantial competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain

                                       12

<PAGE>
access to attractive  business  opportunities.  The Company also will experience
competition  from other public  "blind pool"  companies,  many of which may have
more funds available than does the Company.

Administrative Offices

         The Company  currently  maintains a mailing address at #1-1035 Richards
Street,  Vancouver, B.C. Canada V6B 3E4. The Company's telephone number is (604)
681-4421.  Other than this mailing address,  the Company also maintains  another
office at #950, 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2

Employees

         The  Company  is a  development  stage  company  and  currently  has no
employees.  Management of the Company expects to use consultants,  attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating  business  opportunities.  The
need for employees and their  availability  will be addressed in connection with
the  decision  whether or not to acquire or  participate  in  specific  business
opportunities.  Although  there is no current plan with respect to its nature or
amount,  remuneration may be paid to or accrued for the benefit of the Company's
officers  prior  to,  or in  conjunction  with,  the  completion  of a  business
acquisition for services  actually  rendered.  See "Executive  Compensation" and
under "Certain Relationships and Related Transactions."

Risk Factors

1.  Conflicts of Interest.  Certain  conflicts of interest may exist between the
Company and its officers and directors.  They have other  business  interests to
which they  devote  their  attention,  and may be  expected to continue to do so
although  management time should be devoted to the business of the Company. As a
result,  conflicts  of  interest  may arise that can be  resolved  only  through
exercise of such judgment as is consistent with fiduciary duties to the Company.

         It is anticipated  that  Company's  officers and directors may actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or in  connection  with,  a proposed  merger or  acquisition
transaction.  In this  process,  the  Company's  officers  may  consider his own
personal  pecuniary  benefit  rather than the best  interests  of other  Company
shareholders, and the other Company shareholders are not expected to be afforded
the  opportunity  to  approve  or  consent  to  any  particular   stock  buy-out
transaction. See "Conflicts of Interest."

2. Need For Additional  Financing.  The Company has very limited funds, and such
funds  may  not  be  adequate  to  take  advantage  of  any  available  business
opportunities.  Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity.  The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the  availability,  source,  or terms that might govern the
acquisition of additional  capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.
                                       13

<PAGE>

3.  Regulation of Penny Stocks.  The Company's  securities,  when  available for
trading,  will be subject to a  Securities  and  Exchange  Commission  rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker- dealers to sell the Company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.

         In  addition,  the  Securities  and Exchange  Commission  has adopted a
number of rules to regulate  "penny  stocks."  Such rules  include Rules 3a51-1,
15g-1,  15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange  Act of 1934,  as amended.  Because the  securities  of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its  securities.  The rules may further affect the ability
of owners of Shares to sell the  securities  of the  Company in any market  that
might develop for them.

         Shareholders should be aware that, according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

4. Lack of Profitable  Operating History.  The Company was inactive from 1994 to
1996. From 1997 to early 2003, the Company conducted  exploration  activities on
oil and gas  properties  for joint  venture  participation  in China,  Egypt and
Algeria.  The  exploration  efforts in China were not successful and the Company
was not  profitable  from the  operation in Egypt.  Currently the Company has no
revenues from oil and gas  operations,  or assets.  The Company faces all of the
risks of a new business  and the special  risks  inherent in the  investigation,
acquisition,  or involvement in a new business opportunity.  The Company must be
regarded  as a new or  "start-up"  venture  with  all of the  unforeseen  costs,
expenses, problems, and difficulties to which such ventures are subject.

5. No Assurance  of Success or  Profitability.  There is no  assurance  that the
Company  will  acquire a  favorable  business  opportunity.  Even if the Company

                                       14

<PAGE>

should become involved in a business opportunity,  there is no assurance that it
will  generate  revenues or profits,  or that the market price of the  Company's
Common Stock will be increased thereby.

6. Possible  Business - Not  Identified  and Highly  Risky.  The Company has not
identified and has no  commitments to enter into or acquire a specific  business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific  business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's  acquisition of or  participation  in a business  opportunity will
likely be highly  illiquid  and could  result in a total loss to the Company and
its stockholders if the business or opportunity  proves to be unsuccessful.  See
Item 1 "Business."

7. Type of Business  Acquired.  The type of  business to be acquired  may be one
that desires to avoid  effecting  its own public  offering and the  accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect  investors.  Because of the  Company's  limited  capital,  it is more
likely than not that any  acquisition  by the Company will involve other parties
whose  primary  interest  is the  acquisition  of control  of a publicly  traded
company.   Moreover,   any  business   opportunity  acquired  may  be  currently
unprofitable or present other negative factors.

8. Impracticability of Exhaustive Investigation. The Company's limited funds and
the lack of full-time  management will likely make it impracticable to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before the Company  commits its capital or other resources  thereto.  Management
decisions,  therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Company had more
funds  available to it,  would be  desirable.  The Company will be  particularly
dependent in making decisions upon information provided by the promoter,  owner,
sponsor,  or  others  associated  with  the  business  opportunity  seeking  the
Company's participation.  A significant portion of the Company's available funds
may be  expended  for  investigative  expenses  and other  expenses  related  to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.

9. Lack of Diversification.  Because of the limited financial resources that the
Company  has, it is  unlikely  that the Company  will be able to  diversify  its
acquisitions or operations.  The Company's  probable  inability to diversify its
activities  into  more  than one area  will  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

10.  Reliance upon  Financial  Statements.  The Company  generally  will require
audited financial  statements from companies that it proposes to acquire.  Given
cases where audited financials are available, the Company will have to rely upon
interim period unaudited  information received from target companies' management
that  has not  been  verified  by  outside  auditors.  The  lack of the  type of
independent  verification  which audited  financial  statements  would  provide,
increases the risk that the Company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the financial condition and recent interim operating history of the target

                                       15

<PAGE>
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of the
Company's securities.

         Moreover,  the Company will be subject to the  reporting  provisions of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and thus
will be required to furnish certain information about significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Should  the  Company,  during  the time it  remains  subject to the
reporting  provisions of the Exchange Act,  complete an acquisition of an entity
for which audited  financial  statements prove to be  unobtainable,  the Company
would  be  exposed  to  enforcement  actions  by  the  Securities  and  Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of  defending a Commission  enforcement  action would have
material,  adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company to  further  adverse
consequences.

         In addition, the lack of audited financial statements would prevent the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as
market  makers in the  securities  of the  Company.  Without  audited  financial
statements,  the Company  would almost  certainly be unable to offer  securities
under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.

11. Other  Regulation.  An acquisition  made by the Company may be of a business
that is  subject  to  regulation  or  licensing  by  federal,  state,  or  local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

12. Dependence upon Management; Limited Participation of Management. The Company
will be  heavily  dependent  upon the  skills,  talents,  and  abilities  of its
officers and  directors to implement  its business  plan,  and may, from time to
time, find that the inability of the officers and directors to devote their full
time  attention  to the  business of the Company  results in a delay in progress
toward implementing its business plan. See "Management."  Because investors will
not be able to evaluate  the merits of  possible  business  acquisitions  by the
Company, they should critically assess the information  concerning the Company's
officers and directors.

13. Lack of  Continuity in  Management.  The Company does not have an employment
agreement  with  its  officers  and  directors,  and as a  result,  there  is no
assurance they will continue to manage the Company in the future.  In connection
with  acquisition of a business  opportunity,  it is likely the current officers
and directors of the Company may resign  subject to compliance  with Section 14f
of the Securities  Exchange Act of 1934. A decision to resign will be based upon
the identity of the business opportunity and the nature of the transaction,  and
is  likely to occur  without  the vote or  consent  of the  stockholders  of the
Company.
                                       16

<PAGE>

14. Indemnification of Officers and Directors. Delaware Revised Statutes provide
for the indemnification of its directors, officers, employees, and agents, under
certain  circumstances,  against  attorney's fees and other expenses incurred by
them in any  litigation  to  which  they  become  a  party  arising  from  their
association  with or activities on behalf of the Company.  The Company will also
bear  the  expenses  of  such  litigation  for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company which it will be unable to recoup.

15.  Director's  Liability  Limited.  Delaware Revised Statutes exclude personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the Company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

16. Dependence upon Outside Advisors.  To supplement the business  experience of
its officers and directors,  the Company may be required to employ  accountants,
technical experts, appraisers,  attorneys, or other consultants or advisors. The
selection of any such advisors  will be made by the Company's  Board without any
input from stockholders. Furthermore, it is anticipated that such persons may be
engaged  on an "as  needed"  basis  without  a  continuing  fiduciary  or  other
obligation  to the Company.  In the event the Company  considers it necessary to
hire outside advisors, the Company may elect to hire persons who are affiliates,
if they are able to provide the required services.

17.  Leveraged  Transactions.  There is a possibility  that any acquisition of a
business  opportunity  by the Company may be  leveraged,  i.e.,  the Company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
Company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

18. Competition. The search for potentially profitable business opportunities is
intensely  competitive.  The  Company  expects  to be at a dis-  advantage  when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than the  Company.  These  competitive
conditions  will  exist  in  any  industry  in  which  the  Company  may  become
interested.

19. No Foreseeable  Dividends.  The Company has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.

20.  Loss of Control by Present  Management  and  Stockholders.  The Company may
consider an  acquisition in which the Company would issue as  consideration  for

                                       17

<PAGE>
the business  opportunity  to be acquired an amount of the Company's  authorized
but  unissued  Common  Stock that  would,  upon  issuance,  represent  the great
majority of the voting  power and equity of the  Company.  The result of such an
acquisition  would be that the acquired  company's  stockholders  and management
would  control the Company,  and the Company's  management  could be replaced by
persons  unknown at this time.  Such a merger would result in a greatly  reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.

21. No Public Market Exists.  There is no public market for the Company's common
stock,  and no  assurance  can be given  that a market  will  develop  or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Factors  such as those  discussed  in this  "Risk  Factors"  section  may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the  securities,  many brokerage firms may not be willing to
effect  transactions  in the  securities.  Even if a  purchaser  finds a  broker
willing  to  effect  a  transaction  in these  securities,  the  combination  of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.

22. Rule 144 Sales.  1,828,251 of the outstanding shares of Common Stock held by
present stockholders are "restricted  securities" within the meaning of Rule 144
under the Securities Act of 1933, as amended. As restricted shares, these shares
may be resold only pursuant to an effective  registration statement or under the
requirements of Rule 144 or other applicable  exemptions from registration under
the Act and as  required  under  applicable  state  securities  laws.  Rule  144
provides  in essence  that a person  who has held  restricted  securities  for a
prescribed  period may, under certain  conditions,  sell every three months,  in
brokerage  transactions,  a number of shares that does not exceed the greater of
1.0% of a  company's  outstanding  common  stock or the average  weekly  trading
volume  during the four calendar  weeks prior to the sale.  There is no limit on
the amount of restricted securities that may be sold by a nonaffiliate after the
restricted  securities  have been held by the owner for a period of two years. A
sale under Rule 144 or under any other exemption from the Act, if available,  or
pursuant  to  subsequent  registrations  of shares of  Common  Stock of  present
stockholders, may have a depressive effect upon the price of the Common Stock in
any market that may develop. Of the total 32,476,250 shares of common stock held
by present stockholders of the Company,  30,647,999 shares are tradeable now and
1,828,251  shares will  become  available  for resale  under Rule 144 subject to
volume restrictions under the Rule to the extent applicable.

ITEM 2.  PROPERTIES

         (a)  Real Estate.  None
         (b)  Title to properties.  None
         (c)  Oil and Gas Drilling Activities.  None at December 31, 2002.

         The  Company  has no gross or net  productive  wells  or  developed  or
undeveloped  acreage as of December 31, 2002,  having disposed of its subsidiary
Drucker  Petroleum,  Inc. in May 2002. The Company was conducting no oil and gas
activities whatsoever at December 31, 2002, nor as of July 31, 2003.

                                       18

<PAGE>

Exploration Results - PRIOR YEARS

                              2001     2000       1999        Prior Years
                              ----     ----       ----        -----------
         Gas Well                0         0       0              0
         Dry Well                0         0       1              1
         Oil Well                2         6       2              0


                                            Wells Drilled
                                         -----------------

                                Development                Exploratory
                           -----------------------  ----------------------

                            Productive     Dry       Productive        Dry
                           ------------    --------  -----------      -----

   2001       Egypt            1            -                -          -
              Algeria          -            -                -          1
                           ----------   ---------  --------------   ----------
              Total            1            -                -          1
                           ==========   =========  ==============   ==========

   2000       Egypt            5            -                -          -
              Algeria          -            -                1          -
                           ----------   ---------  --------------   ----------
              Total            5            -                1          -
                           ==========   =========  ==============   ==========

   1999       Egypt            1            -                1          1
              Algeria          -            -                -          -
              China            -            -                -          -
                           ----------   ---------  --------------   ----------
               Total           1            -                1          1
                           ==========   =========  ==============   ==========

   Prior years   Egypt         -            -                -          -
                 China         -            -                -          1
                           ----------   ---------  --------------   ----------
                 Total         -            -                -          1
                           ==========   =========  ==============   ==========

         (d)  Oil and Gas Production.

         The Company sold its subsidiary, Drucker Petroleum, Inc., to Tanganyika
Oil Company  Ltd.,  which sale was agreed on February 1, 2002,  and completed in
May 2002.  The  Company no longer  produces  any oil or gas. Up to date of sale,
Drucker  Petroleum,  Inc. was the wholly owned subsidiary of the Company,  which
was  engaged  in oil and gas  exploration  and  production.  The  Company  as of
December 31, 2002,  and August 31, 2003,  has no oil and gas  activities  of any
kind.

         For the year ended December 31, 2002, our net production,  average sale
price and average production cost in Egypt were as follows.


                                       19

<PAGE>

Net Crude Oil Production (Bbls)                  5,951
Average Crude Oil Sales Price ($ per Bbl)      $ 13.74
Average Production Cost ($ per Bbl)             $ 6.81

         For the year ended December 31, 2001, our net production,  average sale
price and average production cost in Egypt are as follows.

Net Crude Oil Production (Bbls)                 110,064
Average Crude Oil Sales Price ($ per Bbl)       $ 17.26
Average Production Cost ($ per Bbl)             $  6.77

         (e)  Oil and Gas Reserves.

         There are no proven developed  reserves.  No data has been provided for
the year ended December 31, 2002 as the Company has sold the subsidiary  holding
oil and gas interests in Egypt.

         Our estimated oil reserves at December 31, 2001 are presented below and
they represent Drucker share after royalties deduction.  The estimates of proved
reserves  and related  valuations  were  determined  both by  management  and by
independent  petroleum  engineers.  Estimates of proved  reserves are inherently
imprecise and are continually  subject to revision based on production  history,
results of additional exploration and development and other factors.

         Proved reserves are reserves  judged to be  economically  producible in
future  years  from known  reservoirs  under  existing  economic  and  operating
conditions;  i.e.,  prices  and  costs as of the date the  estimate  is made and
assuming   continuation  of  current  regulatory   practice  using  conventional
production  methods and equipment.  Proved developed reserves are those expected
to be recovered  through  existing  wells with existing  equipment and operating
methods.

                      PROVED RESERVES AT DECEMBER 31, 2001

BBL of OIL                   DEVELOPED         UNDEVELOPED          TOTAL
                             ---------         -----------          -----

    Egypt                      223,256                  -           223,256
    Algeria                        -                    -                 -
                            --------------    --------------       -----------
    Total                      223,256                  -           223,256
                            ==============    ==============       ===========

NOTE: No reserves exist at December 31, 2002 as the Company sold its Oil and gas
subsidiary in May 2002.

         (f)  Natural Gas Gathering/Processing Facilities. None.

         (g)  Present Activities and Subsequent Events: None.

         By an agreement  dated  February 1, 2002, the Company agreed to dispose
of its wholly owned subsidiary Drucker Petroleum, Inc. for US$250,000 (received)
and 200,000  common  shares of the  purchaser,  Tanganyika  Oil Company  Ltd., a
public company,  at a deemed price of CDN$0.50 per share  (received) and 800,000
special warrants of the purchaser at a deemed price of CDN$0.50 per warrant

                                       20


<PAGE>

(received).   Each   special   warrant   was   exercised   (without   additional
consideration) into one common share of the purchaser, in November 2002.

ITEM 3.           LEGAL PROCEEDINGS

         None at date of this Annual Report.

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

         No matters were submitted during the fiscal year covered by this report
to a vote of security  holders of Drucker,  Inc.,  through the  solicitation  of
proxies or otherwise.

                                     PART II

ITEM 5. MARKET FOR THE  REGISTRANT'S  COMMON STOCK AND RELATED  SECURITY  HOLDER
MATTERS

         The  Company's  common  stock is now  traded on the  "Over-the-Counter"
market on the National  Quotation Bureau or the NASD Electronic  Bulletin Board.
The following  table sets forth high and low bid prices of the Company's  common
stock for the three (3) years ended December 31, 2002, 2001 and 2000 as follows:

                                             Bid
                                     High            Low
2002
         First Quarter               .06             .01
         Second Quarter              .06             .01
         Third Quarter               .05             .02
         Fourth Quarter              .05             .01


                                              Bid
                                     High            Low
2001
         First Quarter               .23             .13
         Second Quarter              .19             .11
         Third Quarter               .14             .03
         Fourth Quarter              .05             .03

                                              Bid
                                     High            Low
2000
         First Quarter               .55             .325
         Second Quarter              .51             .3
         Third Quarter               .4              .21
         Fourth Quarter              .355            .156


         Such over the counter market  quotations  reflect  interdealer  prices,
without  retail  mark  up,  mark  down or  commission  and  may not  necessarily
represent actual transactions.

         (b) As of December  31, 2002 the  Registrant  had 375  shareholders  of
record of the common stock.

                                       21

<PAGE>

         (c) No dividends on outstanding  common stock have been paid within the
last two fiscal years, and interim periods.  We do not anticipate or intend upon
paying dividends for the foreseeable future.

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

         The Company has no plans for any research and  development  in the next
twelve months. The Company (referred in this report as Drucker,  Inc. and/or its
subsidiaries)  present below the selected  financial  information  and should be
read in conjunction with its consolidated financial statements and related notes
also in this report.

Selected Financial Information

                         Fiscal Year Ended December 31,

                                        2002             2001           2000
                                        ----             ----           ----
Continuing Operations
   Revenue

        Interest income            $     7,393     $         -      $      3,905

    Expenses                       $   159,555     $   230,940      $    220,004

    Net loss from continuing       $   152,162     $   230,940      $    216,099
         operations


Discontinued Operations
    Revenue

        Oil and natural gas        $    81,796     $ 1,899,252      $  3,167,655

    Expenses                       $    56,209     $   923,691        $1,126,261

    Net income (loss) from         $(   65,578)    $(2,611,910)      $   553,742
        discontinued operations

Net income (loss) for the year     $(  272,238)    $(2,842,850)      $   337,643

Basic earnings (loss) per share    $     (0.01)        $ (0.09)         $   0.01
  -continued and discontinued
   operations

Weighted average shares             32,476,250      32,476,250        32,476,250
   Outstanding - basic


                                       22

<PAGE>
<TABLE>
<CAPTION>

                                  FY                 FY             FY                FY                 FY
                                 2002               2001           2000              1999               1998
                                 ----               ----           ----              ----               ----
<S>                        <C>               <C>               <C>               <C>                <C>
Balance Sheet Data:

Current Assets             $     231,100        808,853           812,386         1,887,666          2,771,380

Total                      $     704,100      1,323,747         3,985,912         3,493,956          4,033,486
Assets

Current                    $      14,213        416,107           235,422            81,109             47,455
Liabilities

Long-term debt, net
 of current portion        $        0                 0                 0                 0                  0

Accumulated Deficit        $  (6,240,516)    (5,968,278)       (3,125,428)       (3,463,071)        (2,352,887)

Stockholders'
equity   (deficiency)      $     689,887        907,640         3,750,490         3,412,847          3,986,031
</TABLE>


RESULTS OF OPERATIONS FOR YEARS ENDED DECEMBER 31, 2002 AND 2001

         By an agreement  dated February 1, 2002, the Company agreed to sell its
oil and gas interest in West Gharib,  Egypt to Tanganyika Oil Company,  Ltd. and
completed the sale in May 2002. For the continuing operations,  the revenue from
interest  income only amounted to $7,393 in 2002 compared to no interest  income
in 2001.  This is a 99%  decrease  from 2001  revenue due to  discontinuing  oil
operations in 2002. The  accounting and audit fees were $17,877,  a 65% decrease
over  2001  due to  reduced  financial  activities,  the  consulting  fees  were
$111,288,  a 20%  decrease  over 2001 due to reduced  activities,  the legal and
professional  fees  were  $9,577,  an  increase  of 240% due to  legal  costs of
transactions  over 2002, and the office and operating costs were $14,758,  a 46%
decrease over 2001 due to decreased activity,  for total expenses of $159,555 in
2002. In 2001, the accounting and audit fees were $52,123,  the consulting  fees
were $137,999,  the legal and  professional  fees were $3,885 and the office and
operating  costs were $27,171 for total  expenses of $230,940.  The reduction in
accounting  and  audit  fees  reflects  the  Company  in  search  of  investment
opportunities for most part of 2002.

         For the  discontinued  oil  operations,  gross oil revenue  amounted to
$81,796 in 2002 compared to  $1,899,252  in 2001.  This revenue was generated in
the subsidiary  Drucker  Petroleum,  Inc. from oil produced from the West Gharib
project in Egypt  where the  Company  had a 20%  working  interest.  Expenses of
production  were $40,540 for its share of  production  of 5,951 barrels or $6.81
per barrel, depletion was $15,637 and general and administrative costs were $32,
for total  expenses of $56,209 in 2002.  In 2001,  expenses of  production  were
$745,177,  depletion was $148,569,  general and administrative costs were $3,062
and exploration expenses were $26,883, for total expenses of $923,691.  In 2002,
the net  operating  loss was  ($152,162)  compared  to a net  operating  loss of
($230,940) in 2001. In 2002, the Company had additional  losses on  discontinued
operations and upon disposal of the discontinued  subsidiary of ($120,076).  The
net loss for 2002 was ($272,238) or ($0.01) per share  compared to  $(2,842,850)
or ($0.09)  per share in 2001.  The  Company  ceased all  efforts at oil and gas
exploration  or  production as of May 2002 when it sold its  subsidiary  Drucker
Petroleum, Inc.

                                       23

<PAGE>

CHANGES IN FINANCIAL CONDITION

         At  year-end  2002 the  Company's  assets  had  decreased  to  $704,100
compared to $1,323,747 at year 2001. The current assets totaled $231,100 at 2002
year-end  compared to $808,853 at 2001 year-end.  Total  liabilities at year-end
2002 were $14,213 compared to $416,107 at 2001 year-end. Stockholders' equity at
year end 2002 was $689,887 compared to $907,640 at year end 2001.

LIQUIDITY

         The  Company  may use all of its  liquidity  in either the search for a
business, or the attempt to acquire or develop a business. The Company is unable
to carry out any plan of business without adequate  funding.  The Company cannot
predict to what extent its current  liquidity and capital  resources will impair
the  consummation  of a business  combination  or whether it will incur  further
operating  losses  through any business  entity which the Company may eventually
acquire.  There is no assurance that the Company can continue as a going concern
without more and substantial funding in any business, for which funding there is
no committed  source.  The Company had cash at year end of $226,043 and stock of
Tanganyika Oil Company, Ltd. valued at $367,180.

         The  Company  estimates  it will  require  $25,000  to $30,000 to cover
legal, accounting, transfer and miscellaneous costs of being a reporting company
in the next fiscal  year.  The Company  will have a cash  reduction  for current
annual costs of at least $25,000 to $30,000, which will reduce available capital
with which to make any business combination.

         As the Company has disposed of its subsidiary, Drucker Petroleum, Inc.,
in 2002,  the Company will be dependent on its cash  reserves for its short term
needs.  The Company had current  assets of $231,100 at December 31, 2002 and had
current liabilities of $14,213.  These amounts are sufficient to the Company for
continued  operations  at the current  level  until the end of 2003.  This could
change, however, if any other business venture were to be embarked upon, and the
available  cash could be depleted much more rapidly.  On a long-term  basis,  we
have no fixed  assets and no long term debt.  The Company  did have  $226,043 in
cash at year end 2002.  At July 30,  2003,  the  Company  owned  Tanganyika  Oil
Company, Ltd. stock of a market value of $2,350,000 (closing price).

CAPITAL RESOURCES

         The Company's primary capital resources are stock from another company,
Tanganyika Oil Company,  Ltd., its own stock and cash on deposit.  The Company's
own stock may be illiquid because it is restricted in an unproved company with a
short history of income generation.

NEED FOR ADDITIONAL FINANCING

         In the event the  Company is able to  complete  a business  combination
during this  period,  lack of  sufficient  existing  capital may be a sufficient
impediment  to prevent it from  accomplishing  the goal of completing a business
combination.  There is no  assurance,  however,  that  its  limited  funds  will
ultimately allow the Company to complete a business  combination.  If a business
combination  is completed,  the  Company's  needs for  additional  financing are
likely to increase substantially.

                                       24
<PAGE>
         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds will be available to the Company to allow it to cover expenses
as they may be incurred.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

         The Company has no plans for any research and  development  in the next
twelve  months.  The Company has no plans at this time for purchases or sales of
fixed assets which would occur in the next twelve months.

         The Company has no expectation or anticipation  of significant  changes
in number of  employees  in the next twelve  months,  however,  if it achieves a
business  acquisition,  it may acquire or add employees of an unknown  number in
the next twelve months.

         Management  hopes to seek a business which might be acquired,  at which
time there may be a necessity to seek and obtain  funding,  via loans or private
placements  of stock to pay off debt and  provide  additional  working  capital.
Management  has no  current  plan to seek  capital in the form of loans or stock
private  placements  at this time because it has no business  upon which to base
any capital raising plan.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  response to this Item is  included  as a separate  Exhibit to this
report. Please see pages F-1 through F-27.

ITEM  8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.
                                    PART III

ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         (a) The  following  table  furnishes  the  information  concerning  our
directors and officers as of August 31, 2003 as well as those who were directors
as of December 31, 2002.  The directors of the Registrant are elected every year
and serve until their successors are elected and qualify.




                                       25

<PAGE>
Name                             Age     Title                            Term
-------------------------        ---     --------------------------      ------
Ronald Xiuru Xie                 41      President, CEO, Acting CFO
(appointed as of June 16, 2003)              and Director                Annual

Gerald William Runolfson         61      Former President (resigned
(at December 31, 2002)                   June 15, 2003)
                                         Current Secretary and Director  Annual

Ernest Cheung                    52      Secretary                       Annual
(at December 31, 2002)                   and Director
                                         (resigned as of
                                          August 11, 2003)

Patrick Pak Ling Chan            48      Director and Chairman           Annual
(at December 31, 2002)                   (resigned June 15, 2003)

Joseph S. Tong                   54      Director                        Annual
(at December 31, 2002)                   (resigned June 15, 2003)

Ken A. Kow                       61      Director                        Annual
(at December 31, 2002)                   (resigned August 11, 2003)

Nick Ringma                      56      Director                        Annual
(appointed as of June 16, 2003)

Wei Zhang Liu                    53      Director                        Annual
(appointed as of August 11, 2003)

Liang Hong                       40      Director                        Annual
(appointed as of August 11, 2003)

Liang Song Ge                    38      Director                        Annual
(appointed as of August 11, 2003)

Yi Kang Sun                      71      Director                        Annual
(appointed as of August 11, 2003)

         The term of office for each  director is one (1) year, or until his/her
successor is elected at the Company's annual meeting and qualified.  The term of
office for each officer is at the pleasure of the board of directors.


         At December 31, 2002,  the board of  directors  had an audit  committee
with Gerald  Runolfson  and Ernest  Cheung as  committee  members and also had a
compensation  committee  with Gerald  Runolfson  and Ernest  Cheung as committee
members. Mr. Cheung resigned in August 2003. A replacement to the committees has
not been named as of the date of this  Amended  Report.  There is no  nominating
committee and the selection of persons or election to the board of directors was
neither independently made nor negotiated at arm's length.


         (b) Identification of  Significant Employees.

         There are no employees  other than the  directors  disclosed  above who
make, or are expected to make,  significant  contributions to the business,  the
disclosure of which would be material.

         (c)  Family Relationships. None.

                                       26

<PAGE>

         (d)  Business Experience.

         The following is a brief account of the business  experience during the
past five  years of each  director  and  executive  officer  of the  Registrant,
including  principal  occupations and employment during that period and the name
and principal  business of any  corporation or other  organization in which such
occupation and employment were carried on.

                              MANAGEMENT EXPERIENCE

         RONALD XIURU XIE, age 41, President,  Director,  CEO, and Acting CFO of
Drucker,  Inc.  (appointed  in June  2003)  obtained  a BA degree  from  Beijing
University of International  Business & Economics in 1984 and a Master of Law in
1986  from  School  of Law,  Beijing  University  of  International  Business  &
Economics.  He obtained an LLB (law) in 1992 from Queen's  University in Canada.
He is President and director of China NetTV  Holdings,  Inc.  since July 2003 to
present.  He is a founding  partner of Allied  Law Office in  Beijing,  PR China
since 1998. He was a Senior  Partner,  Great Wall Law Office in Beijing,  China,
1995-1998.  He has been a member of the Chinese  practice Bar since 1988 and was
called to the Bar of Ontario,  Canada in 1993. Mr. Xie will devote approximately
50% of his time to company operations.

         NICK RINGMA, age 56, was appointed a director of Drucker,  Inc. in June
2003.  Mr. Ringma  studied at Calvin  College  1967-68 and obtained a BA in 1973
from Simon Fraser University in Vancouver, BC. From 1997 to present, he has been
Vice President and director of Digital  Accelerator Corp. He has been a director
of Vertigo Technologies, Inc. from September 2002 to present. From 1980-1982, he
was President of Miller Electronics - a Division of Gendis.

         GERALD WILLIAM RUNOLFSON,  current Secretary and Director,  age 61, was
President  and Director of Drucker,  Inc.  from 1991 to June 2003. He received a
Bachelor of Science in Civil Engineering in 1963 from University of Saskatchewan
Canada. He studied Business Administration 1970 - 1971 at University of Alberta,
Canada.  From  1988 to  2000,  he has  been  President  of  International  Butec
Industries Corp.,  Vancouver,  BC, a company involved in mining  exploration but
switched to high tech (smart card  technology)  in 2000.  He has  resigned as an
officer and director from Butec effective January 29, 2001. From 1991 to 1994 he
was  President  of  N-Viro  Recovery,  Inc.  From  1994 to  present  he has been
President of Elkon Products, Inc. of Vancouver, B.C. Principal business of Elkon
Products is the supply of silica fume.  Silica fume is a product 100 times finer
than cement and is a  byproduct  of the silicon  metal  manufacturing  business.
Elkon  has the  exclusive  Canadian  distribution  rights  for all  silica  fume
produced in Canada.  The product is used mainly in oil well cementing  operation
and in concrete  construction.  It is  delivered by bulk rail car from Quebec to
Alberta and then  delivered by tanker truck to the  company's  customers.  Major
customers include the oilfield service companies:  Halliburton,  BJ Services. He
has been a Director of  Horseshoe  Gold Mines since 1991,  a mining  exploration
company  currently  focusing  on diamond  exploration  in  Northern  Canada.  He
resigned  as  President  in June 2003 and was  appointed  Secretary.  He devotes
approximately 10% of his time to the Company.

         ERNEST CHEUNG, former Secretary and Director of Drucker, Inc. (resigned
effective  August 11,  2003),  age 52,  received an MBA in Finance and Marketing
from Queen's University, in Kingston,  Ontario in 1975, and obtained a Bachelors
Degree in Math in 1973 from University of Waterloo,

                                       27

<PAGE>

Ontario.  From 1984 to 1991 he was vice  President and  Director,  Capital Group
Securities,  Ltd. in Toronto, Canada. From 1991 to 1993 he was Vice President of
Midland Walwyn Capital,  Inc. of Toronto,  Canada. From 1993 to 1994 he was Vice
Chairman, Tele Pacific International  Communications Corp. of Vancouver, B.C. He
has served or served as a director of the following companies:

<TABLE>
<CAPTION>

Name of Issuer                      Symbol  Market   Position     From     To         Business
--------------                      ------  ------   --------     ----     --         --------
<S>                                 <C>     <C>      <C>          <C>      <C>        <C>
Agro International Holdings Inc.    AOH     CDNX     President    Jan-97   Current    Agriculture
China NetTV Holdings Inc.*          CTVH    OTCBB    President    May-00   Current    Set-Top Box Technology
Drucker, Inc.*.                     DKIN    OTCBB    Secretary    Apr-97   Current    Oil & Gas
ITI World Investment Group Inc.     IWI.A   CDNX                  Jun-98   Current    Beverage Distribution
NetNation Communications Inc.       NNCI    Nasdaq Small Cap.     Apr-99   Current    Domain Name
                                                                                      Registration

Pacific E-Link Corp.                PLC     CDNX                  Aug98    Current    Advertising
Richco Investors Inc.               YRU.A   CDNX     President    May-95   Current    Financial, Management,
                                                                                      Capital Market Services

Spur Ventures Inc.                  SVU     CDNX                  Mar-97   Current    Fertilizer
The Link Group Inc.*                LNKG    OTCBB    Secretary    Dec-01   Current    Internet Surveillance
Xin Net Corp.*                      XNET    OTCBB    Secretary    Mar-97   Current    China Internet
</TABLE>

* Reporting Companies in US

         He has held a Canadian Securities license but is currently inactive. He
has been a Director and Secretary of Registrant  since January 1997.  Mr. Cheung
has  resigned as a Director as of August 10,  2003.  He resigned as Secretary in
June of 2003. Mr. Cheung devotes less than 5% of his time to the Company.

         PATRICK CHAN, age 48, was a Director and Chairman of Drucker, Inc. from
January  1997 to June 15,  2003  when he  resigned.  He  graduated  from  McGill
University  in  Montreal,  Quebec with a Bachelor of Commerce in  Accounting  in
1977. He is a Chartered  Accountant in British Columbia (since 1980).  From 1992
to 1993 he was executive assistant to the Chairman, Solid Pacific Enterprises, a
company engaged in manufacturing  and distribution of confectionery  products in
Hong Kong and  China.  From 1985 to 1992 he was  employed  at Coopers & Lybrand,
Toronto,  Canada, and focused on mergers and acquisitions.  From 1993 to 1995 he
was a registered Securities  Representative with Bache Securities.  From 1955 to
present,  he has been a consultant  to various  public and private  companies in
Hong Kong.  Mr.  Chan  resigned  in June 2003 as  Chairman  and  Director of the
Company.

         JOSEPH S. TONG,  age 54, was a director of Drucker,  Inc.  from January
1997 to June 15,  2003 when he  resigned.  Mr. Tong  matriculated  from La Salle
College,  Kowloon,  Hong Kong in 1968. From 1986 to 1990 he was a Branch Manager
for  Canadian  Imperial  Bank of  Commerce.  From  1990 to 1994 he was  Regional
Manager, Asian Banking, Canadian Imperial Bank of Commerce. From 1994 to 1995 he
was President of China Growth Enterprises  Corporation.  From 1995 to present he
has been a Director,  Corporate Finance,  of Corporate Capital Group in Ontario,
Canada.  He is  currently a director  of Agro  International  Holdings,  Inc. of
Vancouver, B.C. since January 1997. Mr. Tong resigned as Director of the Company
in June 2003.

                                       28

<PAGE>

         KEN A. KOW, age 61, was a director of Drucker,  Inc.  from October 2000
until August 11, 2003 when he resigned.  He has been a consultant to the Company
and as Manager,  Petroleum  Operations in charge of petroleum  exploration since
1997.  He  received a Bachelor  of  Science in  Chemistry  in 1965 and a Ph.D in
Chemistry in 1980 from University of London,  England. From 1984 to 1986, he was
Manager of Core Analysis with Geotechnical Resources,  Ltd. in Calgary,  Alberta
and from 1986 to 1988 he was Technical Manager with C&G Laboratories in Calgary,
Alberta.  From 1988 to 1997 he was employed with Waha Oil Company as a Petroleum
Analyst in Tripoli, Libya, North Africa. He has served as Director since 1997 to
present and as Secretary from 1997 to 2002, of Richco Investors,  Inc. (CDN, and
CDNX from 2000). Mr. Kow has resigned as Director as of August 10, 2003.

         WEI ZHANG LIU,  age 53, was  appointed a director  of Drucker,  Inc. on
August 11, 2003.  He obtained a Bachelor  Degree from  University of Science and
Technology Beijing ("USTB") in 1976 and also obtained a Bachelor Degree from the
Arts & Law School of USTB in 1982.  During the period from 1990 to present,  Mr.
Liu acted as Vice G.M. and G.M. of BK Machinery; G.M. and President of BK. He is
in charge  of  overall  affairs  of BK and has  turned  the  company  into a top
manufacturer and provider of automation system solutions and related products in
China.

         LIANG HONG, age 40, was appointed a director of Drucker, Inc. on August
11, 2003. He obtained a Bachelor  Degree in 1985 from  Automation  Department of
USTB.  From the  beginning  of 2003 to the  present,  he has been Vice  G.M.  in
School-funded  Industrial  Group of USTB.  His  major  responsibilities  include
assessment for investment in connection with whole school's industry, evasion of
legal risks, project plan, capital operation, public relationship, etc. Mr. Hong
was a  founder  of BK and acts as Vice  President,  participating  in all  major
decisions  and  development   plan  of  the  company,   and   shouldering   such
responsibilities   as  the  establishment  of  technical  and  marketing  teams,
operating  management,  organization  of R & D,  development of new  technology,
administration of major projects, public relations, financing, etc. From 2001 to
2002,  Mr. Hong set up Time High-Tech Co., Ltd. (THT) and acted as Vice G.M. The
company was  invested by State  Investment  Development  Corporation  (SIDC) and
USTB.  Mr.  Hong  participated  in  all  initial  activities  including  project
assessment,  financing negotiations,  incorporation of joint ventures. From 1999
to 2002, Mr. Hong acted as vice director of Robot Institute of USTB.

         LIANG SONG GE, age 38, was  appointed a director  of  Drucker,  Inc. on
August 11,  2003.  He  obtained a  Bachelor  Degree in 1986 from the  Automation
Department  of USTB and a Master  Degree in 1989 from  Automation  Department of
Harbin Institute of Technology,  China.  From 1998 to 2002, Mr. Ge acted as Vice
G.M. of BK. Since the beginning of 2003, Mr. Ge has acted as G.M. of BK.

         YI KANG SUN,  age 71, was  appointed  a director  of  Drucker,  Inc. on
August 11, 2003. He is a professor of  automation  at USTB,  obtained a Bachelor
Degree  in 1952 from  Tsinghua  University  in  Beijing,  China  with a major in
Material  Molding and  Control  Engineering.  Since  1999,  Mr. Sun has acted as
Technical  Director  of BK. He has been a director  since  incorporation  of the
company,  responsible  for technology  directions,  application  and management,
product development,  international  communication and development planning, R &
D, and project  planning.  From 1994 to 1999, Mr. Sun acted as Chief Engineer of
BK and was responsible for all major engineering and technological issues.


         Each of the Directors, Mssrs. Ringma, Liu, Hong, Ge, Sun, and Runolfson
devotes only 5 to 10 hours a month to the business of the Company.


                                       29

<PAGE>

         (e) Directors' Compensation

         Each  member  of  the  Board  of  Directors   receives  $1,000.00  plus
reasonable  outside  travel  expenses for each Board  meeting he attends and for
each Committee meeting he attends during the fiscal year. Directors who are also
officers of the Company receive no compensation for services as a director.

Indemnification of Officers and Directors

     As permitted by Delaware  Law, the Company may  indemnify its directors and
officers  against  expenses and  liabilities  they incur to defend,  settle,  or
satisfy any civil or criminal  action  brought  against them on account of their
being or having been Company  directors or officers unless,  in any such action,
they are  adjudged to have acted with gross  negligence  or willful  misconduct.
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

         The Delaware General  Corporation Law excludes  personal  liability for
its directors for monetary  damages based upon any violation of their  fiduciary
duties  as  directors,  except  as to  liability  for any  breach of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct or a knowing violation of law, acts in violation of the Delaware Law,
or any transaction from which a director  receives an improper personal benefit.
This  exclusion of liability  does not limit any right which a director may have
to be indemnified and does not affect any director's  liability under federal or
applicable state securities laws.

Conflicts of Interest

         The officers  and  directors of the Company will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company. Each director, other than officers, devotes
less than 5 hours per month to the Company.

         There is no procedure in place which would allow  officers or directors
to resolve potential conflicts in an arms-length fashion.  Accordingly,  he will
be required to use his discretion to resolve them in a manner which he considers
appropriate.

         The  Company's   officers  and  directors  may  actively  negotiate  or
otherwise  consent  to the  purchase  of a portion  of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  It is anticipated that a substantial premium over the initial cost
of such  shares may be paid by the  purchaser  in  conjunction  with any sale of
shares by the Company's officers and directors which is made as a condition to,

                                       30
<PAGE>

or in connection  with, a proposed merger or acquisition  transaction.  The fact
that a substantial  premium may be paid to the Company's  officers and directors
to acquire  their  shares  creates a potential  conflict of interest for them in
satisfying  their  fiduciary  duties to the Company and its other  shareholders.
Even though such a sale could result in a substantial profit to them, they would
be legally  required to make the decision  based upon the best  interests of the
Company and the  Company's  other  shareholders,  rather than their own personal
pecuniary benefit.

ITEM 10.          EXECUTIVE COMPENSATION

         (a)  Cash Compensation.

         Compensation  paid for all  services  provided  during the fiscal  year
ended  December 31, 2002, to each of our executive  officers and to all officers
as a group is set forth below.

<TABLE>
<CAPTION>

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES
                                            Annual Compensation                                          Awards

Name and                 Year          Salary ($)       Bonus         Other Annual          Restricted           Securities
Principal                                               ($)           Compensation ($)      Stock                Underlying
Position                                                              Award(s)($)           Options/SARs(#)
<S>                       <C>           <C>               <C>               <C>             <C>                       <C>

Gerald                    2002          0                 0                 0               0                         0
Runolfson,                2001          0                 0                 0               0                         0
President                 2000          0                 0                 0               0                         300,000 (6)
(resigned June 2003
currently Secretary)

Ernest Cheung,            2002          0                 0                 0               0                         0
Secretary                 2001          0                 0                 0               0                         0
(resigned June 2003)      2000          0                 0                 0               0                         0

Patrick Chan,             2002          0                 0                 0               0                         0
Chairman                  2001          0                 0                 0               0                         0
(resigned June 2003)      2000          0                 0                 0               0                         550,000 (1)

Officers                  2002          0                 0                 0               0                         0
as a group                2001          0                 0                 0               0                         0
                          2000          0                 0                 0               0                         850,000 (6,1)
</TABLE>

         (b) Compensation Pursuant to Option Plans.

                    TABLE OF OPTIONS OUTSTANDING TO OFFICERS

Name and                Shares Underlying       Option                  Expiry
Principal Position      Options                 Exercise Price (USD)     Date
------------------      -----------------       --------------------    -------
Gerald Runolfson
(former President
now Secretary)          300,000                 $.40                    6/30/04

Patrick Chan
(former Chairman
 and Director)          550,000 (1)             $.40                    6/30/04

Ernest Cheung
(resigned Secretary
and Director)                 0                 N/A                     N/A


                                       31
<PAGE>

         (c) Other Compensation. None. No stock appreciation rights or warrants
exist to management.

         (d) Compensation of Directors.

         Compensation  paid by the Company for all services  provided during the
fiscal  year  ended  December  31,  2002  to each  of our  directors  and to all
directors as a group is set forth below:

<TABLE>
<CAPTION>

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(Except for  compensation of Officers who are also Directors which  Compensation
is listed in Summary Compensation Table of Executives)

                                                      Cash Compensation                                       Security Grants
------------------------------------------------------------------------------------------------------------------------------------
Name                              Annual             Meeting          Consulting              Number          Number of Securities
                                  Retainer           Fees ($)         Fees/Other              of              Underlying
                                  Fees               ($)              Fees ($)                Shares(#)       Options/SARs(#)
<S>                               <C>                    <C>              <C>                     <C>                  <C>
A. Director                       0                      0                23,000                  0                    0
Gerald Runolfson

B. Director                       0                      0                26,750                  0                    0
Ernest Cheung
(resigned August 2003)

C. Director                       0                      0                     0                  0                    0
Patrick Chan
(resigned June 2003)

D. Director                       0                      0                     0                  0                    0
Joseph Tong
(resigned June 2003)

E. Director                       0                      0                36,538                  0                    0
Ken Kow
(resigned August 2003)
</TABLE>

         (e)  Termination of Employment and Change of Control Arrangements.
                  None

         (f) Stock purchase options:

Name                                     Shares Underlying    Option    Expiry
                                              Options         Price      Date
                                                                           (USD)
---------------------------------       -------------------   ------    -------
Patrick Chan                             550,000 shares (1)     $.40    6/30/04
FKT Exploration Consultants, Ltd.        325,000 shares (2)     $.40    6/30/04
Ken K Consulting, Ltd.                   325,000 shares (3)     $.40    6/30/04
Cobilco Inc.                             550,000 shares (4)     $.40    6/30/04
Lancaster Pacific Investment Ltd.        550,000 shares (5)     $.40    6/30/04
Gerry Runolfson                          300,000 shares (6)     $.40    6/30/04
Yonderiche Int'l Consultants             150,000 shares (7)     $.40    6/30/04
808719 Ont. Ltd.                         100,000 shares (8)     $.40    6/30/04
Gemsco Management Ltd.                   100,000 shares (9)     $.40    6/30/04

         The above options were issued in November, 1999 with expiry on June 30,
2004 and are  exercisable  at US$0.40  per share.  As of the date of this report
none of the above options has been exercised.

                                       32

<PAGE>

(1)  Mr. Chan is Chairman of the Board.
(2)  FKT Exploration Consultant, Ltd. is owned by Fred Tse, a consultant.
(3)  Ken K Consultant, Ltd. is owned by Ken Kow, a paid consultant and director.
(4)  Cobilco is owned by Raoul Tsakok, a director, of Richco Investors, Inc., a
     major shareholder.
(5)  Lancaster Pacific Investment, Ltd. is owned by Paul Chan, a consultant.
(6)  Mr. Runolfson is President and director.
(7)  Yonderiche Int'l Consultants is owned by Jack Song.
(8)  808719 Ont., Ltd. is owned and controlled by Joe Tong, a director.
(9)  Gemsco Management, Ltd. is owned and controlled by Maurice Tsakok, a
     director of Richco Investors, Inc. a major shareholder

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Registrant's  officers and directors,  and persons
who  own  more  than  10%  of a  registered  class  of the  Registrant's  equity
securities,  to file  reports of  ownership  and changes in  ownership of equity
securities of the Registrant  with the  Securities  and Exchange  Commission and
NASDAQ.  Officers,  directors and  greater-than 10% shareholders are required by
the Securities and Exchange  Commission  regulation to furnish us with copies of
all Section  16(a) that they file.  No officers,  directors or 10%  shareholders
have filed any reports pursuant to Section 16(a) at year end.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)  Beneficial  owners  of  five  percent  (5%)  or  greater,  of  the
Registrant's Common Stock and Warrants: No Preferred Stock is outstanding at the
date of this  offering.  The following  sets forth  information  with respect to
ownership by holders of more than five percent (5%) of the  Registrant's  Common
Stock known by the Company based upon 32,476,250 shares  outstanding at December
31, 2002.


Title            Name and                         Amount and             Percent
 of              Address of                       Nature of                of
Class            Beneficial Owner                 Beneficial Interest    Class
-------          ----------------------           ---------------------  -------
Common Stock     Richco Investors, Inc.           9,225,000(1)(2)        28.4%
                 789 West Pender St. #950
                 Vancouver, B.C. Canada V6C 1H2


         (b) The  following  sets forth  information  with respect to our Common
Stock  beneficially owned by each officer and director at December 31, 2002, and
by all directors and officers as a group.  (Table  includes  options  granted to
officers and directors. See Item 10(f) Stock Purchase Options.)


Title        Name of                        Amount and                Percent
of           Beneficial                     Nature of                 of
Class        Owner                          Beneficial Ownership      Class
-----        -----                          --------------------      -----
Common       Gerald Runolfson               512,501 (a)               1.5%
             Secretary and Director
             (former President)
             4151 Rose Crescent             812,501 (b)
             West Vancouver,                including options         2.4%
             B.C. Canada


                                       33

<PAGE>
                                                                         /cont'd

Title        Name of                        Amount and                Percent
of           Beneficial                     Nature of                 of
Class        Owner                          Beneficial Ownership      Class
-----        -----                          --------------------      -----

Common       Ernest Cheung                  9,225,000(1)              28.4%
             Secretary and Director
             (resigned)
             6091 Richards Drive            9,775,000(1)              27.6%
             Richmond, B.C.                 including options
             Canada  V7C 5R2

Common       Patrick Chan                   0(2)                      0%
             Director and Chairman
             (resigned June 2003)
             #7 Conduit Road, Flat 6E       550,000                   1.6%
             Hong Kong                      through options

Common       Joseph Tong, Director          0(3)                      0%
             (resigned June 2003)
             33 Allview Crescent
             North York, Ont., Canada       100,000                   0.3%
             M2J 2R4                        share options

 Common      Ken A. Kow, Director           0(4)                      0%
             (resigned August 2003)
             2957 E. 56Ave.
             Vancouver, BC, Canada          325,000                   0.9%
             V5S 2A2                        share options

 Common      Officers and Directors         9,737,501                 29.9%
             as a group
                                            11,562,501                32.6%
                                            including options

(a) Porta-Pave Industries, Inc. (company owned by Runolfson family) owns 380,002
shares

(b) Gerald  Runolfson,  individually  owns  132,499  shares and has an option to
acquire 300,000 shares.

          (1)  9,225,000 shares  are owned by Richco  Investors,  Inc.  of which
Ernest Cheung is a director, officer and shareholder.  Richco Investors, Inc. is
beneficially  owned by Raoul Tsakok  through  ownership of 50%+ shares of common
stock of Richco Investors,  Inc. Mr. Raoul Tsakok, through Cobilco, Inc., has an
option to acquire 550,000 shares.
         (2) Mr. Chan has an option to acquire 550,000 shares.
         (3) Joseph Tong (through 808719 Ont. Ltd.) owns a 100,000 share option.
         (4) Ken Kow  (through  Ken K  Consulting  Ltd.)  owns a  325,000  share
option. Ken Kow was a consultant to the Company. He has extensive  experience in
oil  and gas  industry.  He also  served  as  Manager  of  Exploration,  Drucker
Petroleum,   Inc.   providing   input  for  drilling   reports  and   geological
interpretation.  Besides his involvement in technical matters,  he has helped in
the general  management of the Company.  The options granted to Ken K Consulting
Ltd. were a form of compensation in addition to cash consulting fees.

                                       34
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Certain Transactions

         The  Company's  interest  in the  West  Gharib  Egyptian  oil  and  gas
concession was subject to a 7% net profit interest  payable to a related company
and affiliate,  Richco  Investors,  Inc. after the Company has recovered all its
exploration and development expenditures.  Richco is related by virtue of common
directors, Messrs Kow and Cheung. Such 7% net profit is no longer applicable due
to sale of the interests in May 2002.

         Certain  employees,  officers,  directors,  and affiliates were granted
options in November  1999.  The options are  exercisable  at $0.40 per share and
extend until June 30, 2004.  The  granting of these  options for their  services
have been very  favorable to the Company as these services are necessary and are
provided at no monetary cost to the Company.

1.       Mr. Chan, who was Chairman of the Board and a Director,  was granted an
         option for 550,000  shares,  for his negotiation for oil concessions in
         China and for his  contributions  in the areas of  regulatory  matters,
         Chinese  oil  and  gas  market   conditions  and  strategies  aimed  at
         penetrating that market.
2.       FKT Exploration  Consultants,  Ltd. is owned by Fred Tse, a consultant.
         It received a 325,000 share option for their  contribution in assessing
         the risks and rewards of global  geological plays, in advising on joint
         venture  drilling  targets and in advising on drilling  and  completion
         progress.
3.       Ken K  Consultant,  Ltd. is owned by Ken Kow, a paid  consultant  and a
         former director.  It received  a  325,000  share option  for  providing
         technological    information    on   drilling   and   for    geological
         interpretation,  for technological  research in new joint venture,  and
         for his help in the general management of Drucker.
4.       Cobilco is owned by Raoul  Tsakok,  a  director,  of Richco  Investors,
         Inc.,  a majority  shareholder.  Cobilco  was  granted a 550,000  share
         option  for their  role as advisor  on  strategic  issues,  oil and gas
         industry market trends, and financial and capital market issues.
5.       Lancaster Pacific Investment, Ltd. is owned by Paul Chan, a consultant.
         It received a 550,000 share option for their contributions in the areas
         of  regulatory  matters,  Chinese  oil and gas  market  conditions  and
         strategies aimed at penetrating that market.
6.       Mr. Runolfson was President and Director but is currently Secretary. He
         received a 300,000 share option for the general  management of Drucker,
         investor  relations,  financial  and  capital  market  matters  and for
         services as a director.
7.       Yonderiche  Int'l  Consultants  is owned by Jack  Song.  It  received a
         150,000 share option for their services  rendered in matters  regarding
         Chinese  government  policies  and  regulations  and for their  work in
         negotiating oil concessions in China.
8.       808719  Ont.  Ltd. is owned and  controlled  by Joseph  Tong,  a former
         director.  It received a 100,000 share option for services  rendered as
         director.
9.       Gemsco  Management,  Ltd. is owned and controlled by Maurice Tsakok,  a
         director of Richco  Investors,  Inc. a major  shareholder.  It received
         100,000 share option for designing and  implementing  the Company's
         corporate and for advising on computer and internet technology.


                                       35

<PAGE>

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

     (a) Financial Statements and Schedules.  The following financial statements
and schedules  for Drucker,  Inc., as of December 31, 2002 and 2001 are filed as
part of this report.

     (b) Exhibits Reports on Form 8-K: None for the reporting period.


ITEM 14.  CONTROLS AND PROCEDURES

          The principal executive officer and principal financial officer, based
on his  evaluation  of the  Company's  disclosure  controls and  procedures  (as
defined in Rules  13a-14 (c) and 15d-14 (c) of the  Securities  Exchange  Act of
1934) as of  December  31,  2002 has  concluded  that the  Company's  disclosure
controls  and  procedures  are adequate  and  effective to ensure that  material
information relating to the Company and its consolidated subsidiary is recorded,
processed,  summarized and reported with the time periods specified by the SEC's
rules and forms,  particularly during the period in which this annual report has
been prepared.

            The principal  executive officer and principal financial officer has
concluded  that there were no  significant  changes  in the  Company's  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent  to December 31, 2002,  the date of their most recent  evaluation  of
such  controls,  and that there were no  significant  deficiencies  or  material
weaknesses in the Company's internal controls.




























                                       36



<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.

                                             DRUCKER, INC.

Date: September 11, 2003                      By:/s/Ronald Xiuru Xie
                                                 ----------------------------
                                                 Ronald Xiuru Xie,
                                                 President, CEO and Acting CFO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Date: September 11, 2003                      By:/s/Ronald Xiuru Xie
                                                 ----------------------------
                                                 Ronald Xiuru Xie,
                                                 President, CEO, Acting CFO
                                                 and Director


Date: September 11, 2003                         /s/Gerald Runolfson
                                                 ----------------------------
                                                 Gerald Runolfson, Secretary
                                                 and Director

Date: September 11, 2003                         /s/Nick Ringma
                                                 ----------------------------
                                                 Nick Ringma,
                                                 Director

Date: September 11, 2003                         /s/Wei Zhang Liu
                                                 -----------------------------
                                                 Wei Zhang Liu, Director

Date: September 11, 2003                         /s/Liang Hong
                                                 -----------------------------
                                                 Liang Hong, Director

Date: September 11, 2003                         /s/Liang Song Ge
                                                 -----------------------------
                                                 Liang Song Ge, Director

Date: September 11, 2003                         /s/Yi Kang Sun
                                                 -----------------------------
                                                 Yi Kang Sun, Director


                                       37



<PAGE>
                                  DRUCKER, INC.

                  REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001

                            (Stated in U.S. dollars)
                             ----------------------






<PAGE>

                                 Amisano Hanson
                              Chartered Accountants
                         750 W. Pender Street, Suite 604
                              Vancouver BC V6C 2T7
                                     Canada
                              Phone: (604) 689-0188
                               Fax: (604) 689-9773


                          INDEPENDENT AUDITORS' REPORT

To the Stockholders,
Drucker, Inc.

We have audited the accompanying  consolidated  balance sheets of Drucker,  Inc.
and  subsidiaries as of December 31, 2002 and 2001 and the related  consolidated
statements of  operations,  stockholders'  equity and cash flows for each of the
years in the three year period  ended  December  31,  2002.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform an audit to obtain reasonable assurance 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 audit provides a reasonable  basis
for our opinion.

In our  opinion,  these  consolidated  financial  statements  referred  to above
present fairly,  in all material  respects,  the financial  position of Drucker,
Inc. and subsidiaries, as of December 31, 2002 and 2001 and the results of their
operations  and their cash flows for each of the years in the three year  period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.

                                                        /s/Amisano Hanson
                                                        ------------------
Vancouver, Canada                                         "AMISANO HANSON"
January 22, 2003                                        Chartered Accountants


                                       F-1


<PAGE>
<TABLE>
<CAPTION>
                                                   DRUCKER, INC.
                                            CONSOLIDATED BALANCE SHEETS
                                            December 31, 2002 and 2001
                                             (Stated in U.S. dollars)
                                              ----------------------


                                                     ASSETS                       2002                2001
                                                     ------                       ----                ----
<S>                                                                         <C>                 <C>
Current
   Cash and cash equivalents                                                $        226,043    $              -
   Accounts receivable                                                                 1,346                   -
   Prepaid expenses - Note 9                                                           3,545               1,008
   Due from a related party - Note 9                                                       -             100,000
   Current assets of discontinued operations - Notes 3 and 6                             166             707,845
                                                                            ----------------    -----------------
                                                                                     231,100             808,853
Equity securities - Note 4                                                           367,180                   -
Due from a related party - Note 9                                                    105,498                   -
Capital assets - Note 5                                                                  322               1,548
Long-term assets of discontinued operations - Note 6                                       -             513,346
                                                                            ----------------    -----------------
                                                                            $        704,100    $      1,323,747
                                                                            ================    =================

                                                   LIABILITIES

Current
   Bank indebtedness                                                        $              -    $         98,227
   Accounts payable and other accrued liabilities                                     14,213              21,103
   Current liabilities of discontinued operations - Note 6                                 -             296,777
                                                                            ----------------    -----------------
                                                                                      14,213             416,107
                                                                            ----------------    -----------------

                                               STOCKHOLDERS' EQUITY

Stockholders' equity - Note 8
  Common stock:  $0.001 par value,
   Authorized:  50,000,000
   Issued and outstanding:  32,476,250 (2001:  32,476,250)                            32,115              32,115
  Additional paid-in capital                                                       6,843,803           6,843,803
  Accumulated other comprehensive income                                              54,485                   -
  Accumulated deficit                                                          (   6,240,516)      (   5,968,278)
                                                                            ----------------    -----------------
                                                                                     689,887             907,640
                                                                            ----------------    -----------------
                                                                            $        704,100    $      1,323,747
                                                                            ================    =================
</TABLE>

Nature of Operations - Note 1
Commitments - Note 8
Subsequent Event - Note 15


                             SEE ACCOMPANYING NOTES

                                       F-2


<PAGE>
<TABLE>
<CAPTION>


                                                   DRUCKER, INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                               for the years ended December 31, 2002, 2001 and 2000
                                             (Stated in U.S. dollars)
                                              ----------------------

                                                                   2002              2001               2000
                                                                   ----              ----               ----
<S>                                                         <C>                <C>               <C>
Continued Operations
   Loss from continuing operations - Schedule A             $  (    152,162)   $  (    230,940)  $  (    216,099)
                                                            ----------------   ----------------  ----------------
Discontinued Operations
   Income (loss) from operations of discontinued
    subsidiary - Schedule B                                    (     65,578)      (  2,611,910)          553,742
   Loss on disposal of subsidiary - Note 6                     (     54,498)                 -                 -
                                                            ----------------   ----------------  ----------------
Income (loss) from discontinued operations                     (    120,076)      (  2,611,910)          553,742
                                                            ----------------   ----------------  ----------------
Net income (loss) for the year                              $  (    272,238)   $  (  2,842,850)  $       337,643
                                                            ================   ================  ================
Basic earnings (loss) per share - continuing
 operations                                                 $              -   $  (       0.01)  $  (       0.01)
                                                            ================   ================  ================
Basic earnings (loss) per share - discontinued
 operations                                                 $              -   $  (      0.08)   $         0.02
                                                            ================   ================  ================
Basic earnings (loss) per share - continuing and
 discontinued operations                                    $  (      0.01)    $  (      0.09)   $         0.01
                                                            ================   ================  ================
Diluted earnings (loss) per share - continuing
 operations                                                 $             -    $             -   $  (      0.01)
                                                            ================   ================  ================
Diluted earnings per share - discontinued
 operations                                                 $             -    $             -   $         0.01
                                                            ================   ================  ================
Diluted earnings per share - continuing and
 discontinued operations                                    $             -    $             -   $         0.01
                                                            ================   ================  ================
Weighted average shares outstanding - basic                      32,476,250         32,476,250        32,476,250
                                                            ================   ================  ================
Weighted average shares outstanding - diluted                    40,968,315         40,968,315        40,968,315
                                                            ================   ================  ================
</TABLE>


                             SEE ACCOMPANYING NOTES


                                       F-3


<PAGE>
<TABLE>
<CAPTION>


                                                                   DRUCKER, INC.
                                                        CONSOLIDATED STATEMENTS OF CASH FLOW
                                                for the years ended December 31, 2002, 2001 and 2000
                                                              (Stated in U.S. dollars)
                                                               ----------------------

                                                                   2002              2001               2000
                                                                   ----              ----               ----
<S>                                                         <C>                <C>               <C>
 Cash flow from operating activities:
  Net loss from continuing operations                       $  (    152,162)   $  (    230,940)  $  (    216,099)
  Adjustment to reconcile net loss to net cash
   provide by (used in) operating activities
    Amortization                                                      1,227              1,227               905
    Translation adjustment                                              170                  -                 -
    Write-off of accounts payable                                         -                  -      (      3,475)
    Write-off of advances                                                 -                  -             8,202
  Changes in non-cash working capital balances consist of:
    Accounts receivable                                        (      1,346)                 -                 -
    Prepaid expenses                                           (      2,537)               549      (        468)
    Accounts payable and accrued liabilities                   (      6,890)       (    10,447)           15,401
                                                            ----------------   ----------------  ----------------
Net cash used in operating activities                          (    161,538)      (    239,611)     (    195,534)
                                                            ----------------   ----------------  ----------------
Cash flow from investing activities
   Due from a related party                                    (      5,498)      (    100,000)                -
   Capital assets                                                         -                  -      (      3,680)
   Proceeds on sale of subsidiary                                   250,000                  -                 -
   Advances from discontinued operations of
    disposed subsidiary                                             241,306            243,172            76,073
                                                            ----------------   ----------------  ----------------
Net cash flow from investing activities                             485,808            143,172            72,393
                                                            ----------------   ----------------  ----------------
Cash flow from financing activity
   Increase (decrease) in bank indebtedness                    (     98,227)            96,439             1,788

Net increase (decrease) in cash from continuing
 operations                                                         226,043                  -     (     121,353)

Increase (decrease) in cash from discontinued
 operations - Note 6                                           (    246,635)       (   213,106)          394,843)
                                                            ----------------   ----------------  ----------------
Increase (decrease) in cash and cash equivalents
 during the year                                               (     20,592)       (   213,106           273,490

Cash and cash equivalents - beginning of the year                   246,801            459,907           186,417
                                                            ----------------   ----------------  ----------------
Cash and cash equivalents, end of the year                  $       226,209    $       246,801   $       459,907
                                                            ================   ================  ================

                                                                                                        .../Cont'd.
</TABLE>

                             SEE ACCOMPANYING NOTES

                                       F-4



<PAGE>
<TABLE>
<CAPTION>

                                                                   DRUCKER, INC.                                     Continued
                                                        CONSOLIDATED STATEMENTS OF CASH FLOW
                                                for the years ended December 31, 2002, 2001 and 2000
                                                              (Stated in U.S. dollars)
                                                               ----------------------


                                                                   2002              2001               2000
                                                                   ----              ----               ----
<S>                                                         <C>                <C>               <C>
Cash and cash equivalents consists of:
Cash and cash equivalents    - continuing operations        $       226,043    $             -   $             -
                             - discontinued operations                  166            246,801           459,907
                                                            ---------------    ---------------   ---------------
                                                            $       226,209    $       246,801   $       459,907
                                                            ---------------    ---------------   ---------------

Supplemental Information
Cash paid for:
   Interest                                                 $             -    $             -   $             -
                                                            ---------------    ---------------   ---------------

   Income taxes                                             $             -    $             -   $             -
                                                            ---------------    ---------------   ---------------


Non-cash Transactions - Note 13
</TABLE>














                             SEE ACCOMPANYING NOTES

                                       F-5


<PAGE>
<TABLE>
<CAPTION>

                                                            DRUCKER, INC.
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                     for the years ended December 31, 1999 to December 31, 2002
                                                      (Stated in U.S. dollars)
                                                       ----------------------


                                                                                                            Accumulated
                                              Common Stock              Additional                            Other
                                       ------------------------------    Paid-in          Accumulated     Comprehensive
                                       Shares          Amount            Capital             Deficit          Income           Total
                                       ------          ------            -------             -------          ------           -----
<S>                                    <C>          <C>             <C>             <C>              <C>              <C>

Balance, December 31, 1998             32,476,250   $     32,115    $   6,306,803   $ ( 2,352,887)   $           -    $   3,986,031

Net loss for the year ended
 December 31, 1999, as restated                 -              -                -     ( 1,110,184)               -      ( 1,110,184)
Adjustment to previously reported
 amounts:
   Non-cash compensation charge                 -              -          537,000               -                -          537,000
                                       ----------   ------------    -------------   --------------   -------------    --------------
Balance, December 31, 1999,
 as restated                           32,476,250         32,115        6,843,803     ( 3,463,071)               -        3,412,847
Net income for the year ended
 December 31, 2000                              -              -                -         337,643                -          337,643
                                       ----------   ------------    -------------   --------------   -------------    --------------
Balance, December 31, 2000             32,476,250         32,115        6,843,803     ( 3,125,428)               -        3,750,490
Net loss for the year ended
 December 31, 2001                              -              -                -     ( 2,842,850)               -      ( 2,842,850)
                                       ----------   ------------    -------------   --------------   -------------    --------------
Balance, December 31, 2001             32,476,250         32,115        6,843,803     ( 5,968,278)               -          907,640
Translation adjustments                         -              -                -               -              170              170
Unrealized holding gain - Note 4                -              -                -               -           54,315           54,315
Net loss for the year ended
 December 31, 2002                              -              -                -      (  272,238)               -        ( 272,238)
                                       ----------   ------------    -------------   --------------   -------------    --------------
Balance, December 31, 2002             32,476,250   $     32,115    $   6,843,803   $ ( 6,240,516)   $      54,485    $     689,887
                                       ==========   ============    =============   ==============   =============    ==============
</TABLE>




                             SEE ACCOMPANYING NOTES


                                       F-6


<PAGE>
<TABLE>
<CAPTION>


                                                  DRUCKER, INC.                                      Schedule A
                             CONSOLIDATED   SCHEDULE  OF  LOSS  FROM  CONTINUING
                               OPERATIONS for the years ended December 31, 2002,
                               2001 and 2000
                                             (Stated in U.S. dollars)
                                              ----------------------


                                                                     2002             2001              2000
                                                                     ----             ----              ----
<S>                                                            <C>               <C>              <C>
Revenue
   Interest income - Note 9                                    $        7,393    $            -   $        3,905
                                                               --------------    --------------   --------------
Expenses
   Accounting and audit fees                                           17,877            52,123           37,920
   Amortization                                                         1,227             1,227              905
   Consulting fees - Note 9                                           111,288           137,999           43,516
   Foreign exchange loss                                                  904             1,446            1,853
   Interest and bank charges                                              425               585              388
   Investor relations                                                   2,619             4,040           34,251
   Legal and professional fees                                          9,577             3,885           43,296
   Office and operating costs - Note 9                                 14,758            27,171           46,986
   Transfer agent fees                                                    880             1,884            5,857
   Travel                                                                   -               580            5,032
                                                               --------------    --------------   --------------
                                                                      159,555           230,940          220,004

Net loss from continuing operations                            $  (   152,162)   $  (   230,940)  $  (   216,099)
                                                               ==============    ==============   ===============
</TABLE>







                             SEE ACCOMPANYING NOTES

                                       F-7


<PAGE>
<TABLE>
<CAPTION>


                                                  DRUCKER, INC.                                      Schedule B
                            CONSOLIDATED  SCHEDULE  OF  LOSS  FROM  DISCONTINUED
                               OPERATIONS for the years ended December 31, 2002,
                                                  2001 and 2000
                                             (Stated in U.S. dollars)
                                              ----------------------

                                                                     2002             2001              2000
                                                                     ----             ----              ----
<S>                                                            <C>               <C>              <C>
Revenue
   Oil and natural gas                                         $       81,796    $    1,899,252   $    3,167,655
   Less:  royalties                                               (    40,080)      (   930,633)     ( 1,552,151)
                                                               --------------    --------------   --------------
                                                                       41,716           968,619        1,615,504
   Interest income                                                        121            10,121           64,499
                                                               --------------    --------------   --------------
                                                                       41,837           978,740        1,680,003
                                                               --------------    --------------   --------------

Expenses
   Production expenses - Schedule B1                                   40,540           745,177          565,680
   Depletion                                                           15,637           148,569          138,366
   General and administrative                                              32             3,062            9,039
   Exploration expenses - Schedule B2                                       -            26,883          413,176
                                                               --------------    --------------   --------------
                                                                       56,209           923,691        1,126,261
                                                               --------------    --------------   --------------

Income (loss) before other item                                   (    14,372)           55,049          553,742
Other item:
   Write-off of oil and gas projects                              (    51,206)      (2,666,959)                -
                                                               --------------    --------------   --------------
Net income (loss) from discontinued operations                 $  (    65,578)   $  ( 2,611,910)  $      553,742
                                                               --------------    --------------   --------------
</TABLE>











                             SEE ACCOMPANYING NOTES


                                       F-8


<PAGE>
<TABLE>
<CAPTION>


                                                  DRUCKER, INC.                                     Schedule B1
                                   CONSOLIDATED SCHEDULE OF PRODUCTION EXPENSES
                               for the years ended December 31, 2002, 2001 and 2000
                                             (Stated in U.S. dollars)
                                              ----------------------


                                                                     2002             2001              2000
                                                                     ----             ----              ----
<S>                                                            <C>               <C>              <C>
Administration                                                 $       14,827    $      112,301   $      145,906
General operating expenses                                                  -            54,805           77,339
Handling and trucking                                                  25,713           578,071          342,435
                                                               --------------    --------------   --------------
                                                               $       40,540    $      745,177   $      565,680
                                                               ==============    ==============   ==============

</TABLE>















                             SEE ACCOMPANYING NOTES



                                       F-9


<PAGE>
<TABLE>
<CAPTION>


                                                   DRUCKER, INC.                              Schedule B2
                                   CONSOLIDATED SCHEDULE OF EXPLORATION EXPENSES
                               for the years ended December 31, 2002, 2001 and 2000
                                             (Stated in U.S. Dollars)
                                              ----------------------


                                                                 2002                2001                 2000

<S>                                                      <C>                  <C>                 <C>
Administration                                           $               -    $               -   $           2,306
Drilling                                                                 -               18,537               8,649
Seismic expenditures                                                     -                8,346             402,221
                                                         -----------------    -----------------   -----------------
                                                         $               -     $         26,883   $         413,176
                                                         =================    =================   =================
</TABLE>















                             SEE ACCOMPANYING NOTES


                                      F-10


<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 1
(Stated in U.S. Dollars)
----------------------
                                  DRUCKER, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001
                            (Stated in U.S. Dollars)
                             ----------------------

Note 1        Nature of Operations - Note 15
              --------------------

              The Company was formerly in the business of  acquiring,  exploring
              and evaluating oil and gas prospects and either joint venturing or
              developing these properties  further or disposing of them when the
              evaluation is completed.  Effective  July 23, 2002,  the Company's
              operations  changed to acquiring  businesses or seeking a business
              combination.

              The Company was  incorporated in the State of Idaho on February 4,
              1971, as Monetary  Metals,  Inc. On December 14, 1989, the Company
              acquired  all the net  assets of Drucker  Sound  Design,  Inc.  in
              exchange for 2,700,000 shares  (13,500,000  shares after split) of
              common stock.  On December 30, 1989, the Company  changed its name
              to Drucker Sound Design,  Inc.,  and on June 19, 1990, the Company
              changed its  domicile to the State of  Delaware.  On  September 5,
              1991, the Company  changed its name to Drucker  Industries,  Inc.,
              and forward  split the  outstanding  shares of common stock on the
              basis of five for one. On November 29, 2000,  the Company  changed
              its name to Drucker, Inc.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------

              The  consolidated  financial  statements  of the Company have been
              prepared  in  accordance   with  generally   accepted   accounting
              principles  in the  United  States of  America.  Because a precise
              determination  of many assets and  liabilities  is dependent  upon
              future  events,  the  preparation  of financial  statements  for a
              period  necessarily  involves the use of estimates which have been
              made using careful  judgement.  Actual results may vary from these
              estimates.

              The  consolidated   financial  statements  have,  in  management's
              opinion  been  properly   prepared  within  reasonable  limits  of
              materiality and within the framework of the significant accounting
              policies summarized below:

              Principles of Consolidation
              ---------------------------
              These  consolidated  financial  statements include the accounts of
              Drucker,  Inc. and its wholly-owned  subsidiaries,  Drucker Mining
              Inc. ("DMI"), Drucker Petroleum (Algeria) Inc. ("DPA") and Drucker
              Petroleum  Inc.  ("DPI").  DPA and DPI  were  incorporated  by the
              Company in the British  Virgin  Islands on September  22, 1999 and
              April 16, 1998, respectively.  DMI was incorporated by the Company
              on July 23, 2002 under The Canada Business  Corporations  Act. All
              inter-company transactions have been eliminated.

                                      F-11

<PAGE>

Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 2
(Stated in U.S. Dollars)
----------------------

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Cash Equivalents
              ----------------
              The Company  considers  all highly  liquid debt  instruments  with
              original   maturities   of  three   months  or  less  to  be  cash
              equivalents.

              Equity Securities
              -----------------
              The    Company     classifies    its    equity    securities    as
              "available-for-sale"   and  they  are  carried  in  the  financial
              statements  at their fair value equal to their quoted market price
              at year end.  Equity  securities  are  classified  as long-term if
              management   does  not  intend  to  dispose  of  them  within  the
              subsequent  year.  Realized  gains  and  losses  are  reported  in
              earnings of the year while unrealized holding gains and losses are
              excluded  from  income and  reported  as a separate  component  of
              stockholders' equity.

              Capital Assets
              --------------
              Capital  assets  are  comprised  of  computer  equipment  and  are
              recorded at cost.  The Company  amortizes  its computer  equipment
              using the straight-line method over three years.

              Impairment or Disposal of Long-lived Assets
              -------------------------------------------
              The  Company  reports  the  impairment  of  long-lived  assets and
              certain  identifiable  intangibles in accordance with Statement of
              Financial  Accounting  Standards  No.  144,  "Accounting  for  the
              Impairment or Disposal of Long-lived  Assets".  Certain long-lived
              assets  and  identifiable  intangibles  held  by the  Company  are
              reviewed   for   impairment   whenever   assets  or   changes   in
              circumstances  indicate the carrying amount of an asset may not be
              recoverable.  Accordingly, an impairment loss is recognized in the
              period  it is  determined.  A  component  of  an  entity  that  is
              classified  as held  for  sale or that  has  been  disposed  of is
              presented as a  discontinued  operation if the operations and cash
              flows of the component will be (or have been)  eliminated from the
              ongoing  operations of the entity and the entity will not have any
              significant  continuing  involvement  in  the  operations  of  the
              component.

              Oil and Gas Project Costs
              -------------------------
              The Company uses the  successful  efforts method of accounting for
              oil  and  gas  producing  activities.  Costs  to  acquire  mineral
              interests  in  oil  and  gas   properties,   to  drill  and  equip
              exploratory  wells  that find  proved  reserves,  and to drill and
              equip   development   wells  are   capitalized.   Costs  to  drill
              exploratory wells that do not find proved reserves, geological and
              geophysical  costs,  and costs of carrying the retaining  unproved
              properties are expensed.

                                      F-12


<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 3
(Stated in U.S. Dollars)
----------------------


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Oil and Gas Project Costs - (cont'd)
              -------------------------

              Unproved oil and gas properties that are individually  significant
              are  periodically  assessed for impairment of value, and a loss is
              recognized  at the time of  impairment  by providing an impairment
              allowance.  Other unproved  properties are amortized  based on the
              Company's  experience of successful  drilling and average  holding
              period.  Capitalized  costs of producing  oil and gas  properties,
              after  considering  estimated  dismantlement and abandonment costs
              and estimated salvage values,  are depreciated and depleted by the
              unit-of-production  method.  Support  equipment and other property
              and equipment are depreciated over their estimated useful lives.

              Investments in a company that is organized for the sole purpose of
              holding an indirect  interest in oil and gas  concessions and such
              investment  is less than a 20%  investment  is accounted for under
              the above noted oil and gas project  costs policy rather than as a
              investment   recorded  on  the  cost  basis  (Note  6  -  Algerian
              Concession).

              Environmental Costs
              -------------------
              Environmental  expenditures that relate to current  operations are
              expensed or capitalized as appropriate.  Expenditures  that relate
              to an existing  condition caused by past operations,  and which do
              not  contribute  to  current  or future  revenue  generation,  are
              expensed.  Liabilities are recorded when environmental assessments
              and/or  remedial  efforts  are  probable,  and  the  cost  can  be
              reasonably  estimated.  Generally,  the  timing of these  accruals
              coincides with the earlier of:

              i) completion of a feasibility study; or

              ii) the Company's commitment to a plan of action based on the then
              known facts.

              Income Taxes
              ------------
              The Company follows  Statement of Financial  Accounting  Standards
              No. 109,  "Accounting for Income  Taxes"("FAS 109") which requires
              the use of the asset and liability  method of accounting of income
              taxes.  Under the assets and liability method of FAS 109, deferred
              tax  assets  and  liabilities  are  recognized  for the future tax
              consequences  attributable  to temporary  differences  between the
              financial  statements  carrying  amounts  of  existing  assets and
              liabilities and loss carryforwards and their respective tax bases.
              Deferred tax assets and liabilities are measured using enacted tax
              rates  expected  to apply to  taxable  income in the year in which
              those  temporary  differences  are  expected  to be  recovered  or
              settled.

                                      F-13


<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 4
(Stated in U.S. Dollars)
----------------------


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Basic and Diluted Earnings (Loss) Per Share
              -------------------------------------------
              The  Company  reports  basic  loss per  share in  accordance  with
              Statement of Financial Accounting Standards No. 128, "Earnings Per
              Share".  Basic  loss per  share is  computed  using  the  weighted
              average  number of shares  outstanding  during  the year.  Diluted
              earnings per share  includes the  potentially  dilutive  effect of
              outstanding   common  stock   options  and   warrants   which  are
              convertible to common shares. (Diluted loss per share has not been
              provided for 2002 and 2001 as it would be anti-dilutive).

              Values
              ------
              The amounts shown for oil and gas project costs represent costs to
              date and do not necessarily reflect present or future values.

              Foreign Currency Translation
              ----------------------------
              Foreign currency  translations are translated into US dollars, the
              functional and reporting currency, by the use of the exchange rate
              in  effect  at the date of the  transaction,  in  accordance  with
              Statement  of  Financial  Accounting  Standards  No. 52,  "Foreign
              Currency  Translation".  At  each  balance  sheet  date,  recorded
              balances that are  denominated in a currency other than US dollars
              are adjusted to reflect the current exchange rate.

              Stock-based Compensation
              ------------------------
              The Company has  elected to account for  stock-based  compensation
              following APB No. 25,  "Accounting for Stock Issued to Employees",
              and provide the disclosures  required under Statement of Financial
              Accounting   Standards  No.  123,   "Accounting   for  Stock-based
              Compensation" (Note 8).

              Comprehensive Income
              --------------------
              The  Company  has  adopted   Statement  of  Financial   Accounting
              Standards No. 130, "Reporting Comprehensive Income". Comprehensive
              income is comprised of foreign  currency  translation  adjustments
              and unrealised  gains and losses on available for sale  marketable
              securities.

              Revenue Recognition
              -------------------
              Revenues from the sale of petroleum  products are recognized  when
              delivered, net of related production share arrangement.

                                      F-14


<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 5
(Stated in U.S. Dollars)
----------------------

Note 3        Restricted Cash - Note 6
              ---------------

              At December 31,  2001,  included in cash and cash  equivalents  of
              discontinued  operations  was a  financing  deposit of $325,000 as
              required by an extension to the initial farm-out  agreement.  This
              deposit  was held as  collateral  for a letter of  guarantee.  The
              deposit  was to be used as payment for the costs  incurred  during
              the  second  three  year term of the  farm-out  agreement  for the
              concession located in West Gharib, Gulf of Suez, Egypt.

Note 4        Equity Securities
              -----------------

              The equity  securities  consist of common shares of Tanganyika Oil
              Company Ltd. and have been classified as  available-for-sale.  The
              unrealized  gain has been  shown in the  stockholders'  equity  as
              "other  comprehensive  income". The cost and fair market value was
              as follows:

<TABLE>
<CAPTION>
<S>          <C>                               <C>           <C>               <C>               <C>
                                                 Number                              Fair           Unrealized
             Year ended                        of Shares           Cost              Value             Gain
             ----------                        ---------           ----              -----             ----
             December 31, 2001                           -   $            -    $            -    $            -
                                               -----------    -------------    --------------    --------------
             December 31, 2002                   1,000,000   $      312,865    $      367,180    $       54,315
                                               ===========    =============    ==============    ==============
</TABLE>


              Reconciliation of unrealized gain on available-for-sale securities
              as follows:

<TABLE>
<CAPTION>
                                                                           Years ended December 31,
                                                                   2002              2001              2000
                                                                   ----              ----              ----
<S>          <C>                                             <C>               <C>               <C>
             Beginning balance                               $            -    $            -    $            -
             Unrealized holding gain arising during the
             Year                                                    54,315                 -                 -
                                                             --------------    --------------    --------------
             Net unrealized gain                             $       54,315    $            -    $            -
                                                             ==============    ==============    ==============
</TABLE>

              There  is  no  provision   for  income  tax  expense  due  to  the
              utilization of available income tax loss carry-forwards (Note 10).

Note 5        Capital Assets
              --------------
<TABLE>
<CAPTION>
                                                                2002                                  2001
                                        -----------------------------------------------------    ---------------
<S>                                     <C>               <C>              <C>                   <C>
                                                            Accumulated
                                              Cost          Amortization          Net                 Net
                                              ----          ------------          ---                 ---
             Computer equipment         $         3,680   $         3,358  $           322       $        1,548
                                        ===============   ===============  ===============       ==============
</TABLE>

                                      F-15
<PAGE>

Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 6
(Stated in U.S. Dollars)
----------------------

Note 6        Discontinued Operations - Note 3
              -----------------------

                                                        2002            2001
             Drucker Petroleum, Inc.                   Total           Total
                                                       -----           -----
             West Gharib, Egypt Concession
               Acquisition costs - cash            $          -    $    352,000
               Deferred exploration costs                     -       1,918,705
               Depletion                                      -        (286,935)
               Write-down of property                         -      (1,470,424)
                                                   -------------   ------------
                                                              -         513,346
                                                   -------------   ------------

             Drucker Petroleum (Algeria) Inc.
             Algerian Concession
               Acquisition costs - cash                       -       1,196,535
               Write-down of property                         -      (1,196,535)
                                                   -------------   ------------
                                                              -               -
                                                   -------------   ------------
             Total property costs                  $          -    $    513,346
                                                   =============   ============

              Drucker Petroleum, Inc., West Gharib, Egypt Concession

              By an agreement  dated February 1, 2002,  the Company  disposed of
              it's  wholly-owned  subsidiary,   Drucker  Petroleum,   Inc.,  for
              CDN$900,000 (US$562,865).

              Drucker  Petroleum,  Inc. held a 20%  participating  interest in a
              production  sharing  agreement  in  respect  to  an  oil  and  gas
              concession located in West Gharib, Gulf of Suez, Egypt.

                The consideration paid on closing was as follows:

              - US$250,000 (CDN$400,000 (received));
              - 200,000 common shares of the  purchaser,  a public  company,  at
              CDN$0.50 per share  (received);  and - 800,000 special warrants of
              the  purchaser  at CDN$0.50 per warrant  (received).  Each special
              warrant was exercised (without additional  consideration) into one
              common share of the purchaser.

                                      F-16


<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 7
(Stated in U.S. Dollars)
----------------------

Note 6        Discontinued Operations - Note 3 - (cont'd)
              -----------------------

              Drucker Petroleum, Inc., West Gharib Concession - (cont'd)

              The loss  from  disposal  of  subsidiary  has been  calculated  as
              follows:

               Proceeds                                              $  562,865
               Less:   net identifiable assets           1,012,965
                       net identifiable liabilities       (395,602)     617,363
                                                         ---------   -----------
               Loss on disposal of subsidiary                        $  (54,498)
                                                                     ===========

                At December 31, 2001, the Company had  written-down the carrying
                value of the  concession by $1,470,424 to its then estimated net
                realizable value.

              Drucker Petroleum (Algeria) Inc., Algerian Concession

              By a letter of intent dated  October 27, 1999,  Drucker  Petroleum
              (Algeria)  Inc.  acquired 10% of the issued capital stock of Santa
              Catalina (Algeria) Ltd., a company which, through its wholly-owned
              subsidiary,  Santa Catalina L.H. Lundin  (Algeria)  Ltd.,  entered
              into an  agreement to acquire a 25%  participating  interest in an
              oil and gas concession in Algeria.

              During the year ended December 31, 2001, the Company abandoned its
              interest in the property and wrote-off costs totalling $1,196,535.

              The  consolidated  balance  sheets  include the following  amounts
              related to the discontinued operations of Drucker Petroleum,  Inc.
              and Drucker Petroleum (Algeria) Inc.:

<TABLE>
<CAPTION>
<S>                                                                            <C>               <C>
                                                                                     2002              2001
                                                                                     ----              ----
             Cash and cash equivalents                                         $          166    $      246,801
             Restricted cash                                                                -           325,000
             Accounts receivable                                                            -           136,044
                                                                               --------------    --------------
             Current assets of discontinued operations                         $          166    $      707,845
                                                                               --------------    --------------
             Oil and gas projects                                              $            -    $      513,346
                                                                               --------------    --------------
             Long-term assets of discontinued operations                       $            -    $      513,346
                                                                               --------------    --------------
             Accounts payable and accrued liabilities                          $            -    $      296,777
                                                                               --------------    --------------
             Current liabilities of discontinued operations                    $            -    $      296,777
                                                                               ==============    ===============
</TABLE>

                                      F-17

<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 8
(Stated in U.S. Dollars)
----------------------

Note 6        Discontinued Operations - Note 3
              -----------------------

              Cash flows from discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                                      2002              2001             2000
                                                                      ----              ----             ----
<S>                                                             <C>               <C>              <C>
            Operating Activities
              Net income (loss) for the year                    $ (     120,076)  $ (   2,611,910) $       553,742
              Items not involving cash:
                 Write-off of oil and gas property                       51,206         2,666,959                -
                 Loss on disposal of subsidiary                          54,498                 -                -
                 Depletion                                               15,637           148,569          138,366
              Changes in non-cash working capital
                 Accounts receivable                                     12,030           216,666         (341,752)
                 Accounts payable and accrued expenses                   98,825            92,905          142,387
                                                                ---------------   ---------------  ---------------
                                                                        112,120           513,189          492,743
                                                                ---------------   ---------------  ---------------

            Financing Activity
              Repayment of advances from Drucker, Inc.            (     241,306)    (     243,172)   (      76,073)
                                                                ---------------   ---------------  ---------------

            Investing Activities
              Oil and gas project costs                           (     117,449)    (     158,123)   (   1,702,827)
              Restricted cash - Note 3                                        -     (     325,000)       1,681,000
                                                                ---------------   ---------------  ---------------

                                                                  (     117,449)    (     483,123)   (      21,827)
                                                                ---------------   ---------------  ---------------

            Increase (decrease) in cash prior to disposal         (     246,635)    (     213,106)         394,843
                                                                ---------------   ---------------  ---------------
            Increase (decrease) in cash from discontinued
             operations during the year                         $ (     246,635)  $ (     213,106) $       394,843
                                                                ===============   ===============  ===============
</TABLE>


Note 7        Segmented Information
              ---------------------

              The Company's  industry segment was the oil and gas industry.  The
              Company's geographic segments are Canada, Egypt and Algeria.
<TABLE>
<CAPTION>

                                                                           December 31, 2002
                                                  --------------------------------------------------------------------
                                                       Canada           Egypt           Algeria           Total
                                                       ------           -----           -------           -----
             Identifiable Assets
<S>                                               <C>              <C>              <C>              <C>
              Current                             $      336,432   $            -   $          166   $      336,598
              Capital assets, net                            322                -                -              322
              Equity securities                          367,180                -                -          367,180
                                                  --------------   --------------   --------------   --------------
                                                  $      703,934   $            -   $          166   $      704,100
                                                  ==============   ==============   ==============   ==============
</TABLE>
                                      F-18



<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 9
(Stated in U.S. Dollars)
----------------------

Note 7        Segmented Information - (cont'd)
              ---------------------
<TABLE>
<CAPTION>

                                                                           December 31, 2001
                                                  --------------------------------------------------------------------
                                                       Canada           Egypt           Algeria           Total
                                                       ------           -----           -------           -----

             Identifiable Assets
<S>                                               <C>              <C>              <C>              <C>
              Current                             $      101,008   $      604,861   $      102,984   $      808,853
              Capital assets, net                          1,548                -                -            1,548
              Oil and gas projects                             -          513,346                -          513,346
                                                  --------------   --------------   --------------   --------------
                                                  $      102,556   $    1,118,207   $      102,984   $    1,323,747
                                                  ==============   ==============   ==============   ==============
</TABLE>
<TABLE>
<CAPTION>
                                                        2002            2001             2000
                                                        ----            ----             ----
             Gross Revenue Oil and Gas
<S>                                               <C>              <C>             <C>
              Canada                              $            -   $            -  $            -
              Egypt                                       81,796        1,899,252       3,167,655
              Algeria                                          -                -               -
                                                  --------------   --------------   --------------
                                                  $       81,796   $    1,899,252  $    3,167,655
                                                  ==============   ==============   ==============

             Net (loss) income
              Canada                              $  (   152,162)  $  (   230,940) $ (    216,099)
              Egypt                                  (   120,058)      (1,414,643)        547,582
              Algeria                                (        18)      (1,197,267)          6,160
                                                  --------------   --------------   --------------
                                                  $  (   272,238)  $   (2,842,850) $      337,643
                                                  ==============   ==============   ==============
</TABLE>

Note 8        Common Stock
              ------------

              Commitments:

              Share Purchase Warrants

              At  December  31,  2002  5,542,065  share  purchase  warrants  are
              outstanding.  Each  warrant  entitles  the  holder  the  right  to
              purchase  one  additional  unit of the  Company  at $0.40 per unit
              until the earlier of March 31, 2003 and the 90th day after the day
              on which  the  weighted  average  trading  price of the  Company's
              shares  exceed $0.60 per share for 10  consecutive  trading  days.
              Each unit  consists  of one common  share of the  Company  and one
              additional  warrant.  Each additional  warrant entitles the holder
              thereof the right to purchase one  additional  common share of the
              Company at $0.60 per share.  The  additional  warrants will expire
              one year after the  occurrence  of the  exercise  of the  original
              warrants.

                                      F-19

<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 10
(Stated in U.S. Dollars)
----------------------

Note 8        Common Stock - (cont'd)
              ------------

              Stock-based Compensation

              The Company has granted stock  options to officers,  directors and
              employees  of  the  Company  and  consultants  to the  Company  to
              purchase common shares of the Company.

              There has been no stock  option  activity  during the years  shown
              below:

<TABLE>
<CAPTION>
<S>                                                                      <C>                  <C>
                                                                                                 Weighted
                                                                           Number of             Average
                                                                         Stock Options        Exercise Price
                                                                         --------------       --------------
             Balance, December 31, 2002, 2001 and 2000                        2,950,000               $0.40
                                                                         ==============       ==============
</TABLE>

              The  number of stock  options  outstanding  is equal to the number
              exercisable as there are no vesting provisions.

              The following  common share purchase  options were  outstanding at
              December  31,  2002  entitling  the  holders  thereof the right to
              purchase one common share for each option held:
<TABLE>
<CAPTION>
<S>                                         <C>                       <C>                      <C>
                                                                      Exercise Price
                                            Number of Options           Per Share               Expiry Date
                                            -----------------         --------------            -----------
             Consultants                         1,775,000                $0.40                June 30, 2004
             Officer, directors and
                  employees                      1,775,000                $0.40                June 30, 2004
                                            -----------------
                                                 2,950,000
                                            =================
</TABLE>

Note 9        Related Party Transactions
              --------------------------

              During the years  ended  December  31,  2002,  2001 and 2000,  the
              Company incurred the following  expenses charged by companies with
              common directors and with directors of the Company:

<TABLE>
<CAPTION>
                                                                     2002             2001             2000
                                                                     ----             ----             ----
<S>                                                             <C>              <C>              <C>
            Consulting fees                                     $      86,288    $     113,438    $      10,794
            Office operating costs (write-off of
            uncollectible advances)                                         -                -            8,202
                                                                -------------    -------------    -------------
                                                                $      86,288    $     113,438    $      18,996
                                                                =============    =============    =============
</TABLE>

                                      F-20

<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 11
(Stated in U.S. Dollars)
----------------------

Note 9        Related Party Transactions - (cont'd)
              --------------------------

              At December 31, 2002:

              - There is $105,498  (2001:  $100,000)  due from Richco  Investors
              Inc., a company with a common director,  Ernest Cheung.  This loan
              is  unsecured,  bears  interest at the US Bank prime rate plus one
              percent  calculated  semi-annually  and is due upon 30 days formal
              notice from the Company. During the years ended December 31, 2002,
              2001 and  2000,  the  Company  accrued  interest  income of $5,498
              (2001: $Nil; 2000: $Nil) in respect to this loan; and

              - Prepaid  expenses  are  comprised of  consulting  fees of $2,070
              (2001:  $Nil)  paid to a  company  with a  common  director  and a
              director of the Company.

Note 10       Deferred Tax Assets
              -------------------

              The following table  summarizes the significant  components of the
              Company's deferred tax assets:

                                                                  Total
                                                              -------------
             Deferred Tax Asset
             Net operating loss carryforward                 $    4,777,670
                                                              =============
             Deferred tax asset                              $    1,863,291
             Valuation allowance for deferred tax assets         (1,863,291)
                                                              -------------
                                                             $            -
                                                              -------------

              The amount  taken into income as deferred  tax assets must reflect
              that portion of the income tax loss  carryforward  which is likely
              to be realized from future  operations.  The Company has chosen to
              provide an allowance of 100% against all available income tax loss
              carryforward, regardless of their time of expiry.

Note 11       Income Taxes
              ------------

              No provision for income taxes has been provided in 2002, 2001, and
              2000 due to the net loss. The Company has net operating loss carry
              forwards,  which  expire  commencing  in the year  2017  totalling
              approximately $4,777,670.

              The Company has accumulated capital losses of $1,496,457 available
              to offset future years' capital  gains.  The potential tax benefit
              of these losses,  if any, has not been recorded in these financial
              statements.

                                      F-21


<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 12
(Stated in U.S. Dollars)
----------------------
Note 11       Income Taxes - (cont'd)
              ------------

              Under the provisions of the Tax Reform Act of 1986, when there has
              been a  change  in an  entity's  ownership  of  fifty  percent  or
              greater,  utilization  of net operating loss carry forwards may be
              limited.  As a result of  equity  transactions  occurring  through
              December 31, 1999, the Company will be subject to such limitation.
              The annual limitations have not been determined.

Note 12       New Accounting Standards
              ------------------------

              Management does not believe that any recently issued,  but not yet
              effective  accounting  standards if currently adopted could have a
              material effect on the accompanying financial statements.

Note 13       Non-cash Transactions
              ---------------------

              Investing  and  financing  activities  that do not  have a  direct
              impact on  current  cash  flows are  excluded  from the cash flows
              statements. During the year ended December 31, 2002, the following
              transactions were excluded from the statements of cash flows:

              -             the Company  received  proceeds of $562,865 from the
                            sale of its subsidiary.  $312,865 of this amount was
                            received by way of common shares and share  purchase
                            warrants of the purchaser.

              -             the  Company  adjusted  its  equity   securities  to
                            recognize an  unrealized  gain of $54,315  which has
                            been  reported  as  other  comprehensive  income,  a
                            separate component of shareholders' equity.

Note 14       Comparative Figures
              -------------------

              Certain of the prior  year's  figures  have been  reclassified  to
              conform with the presentation used in the current year.

Note 15       Subsequent Event
              ----------------

              By an  agreement  dated  effective  January 1, 2003,  the  Company
              proposed to acquire up to 100% (minimum  60%) of Crime  Prevention
              Analysis Lab Inc. ("CPAL") in consideration of the issuance by the
              Company of up to 10,000 convertible  debentures to CPAL. The terms
              of the debentures are as follows:

              - Each  debenture is  convertible  into 3,075 common shares of the
              Company; - The debenture is non-interest  bearing; - The debenture
              is  redeemable  in whole by the  Company  any time until March 31,
              2003;  - The  debenture  is not  convertible  until after April 1,
              2003; - Thereafter  the debenture is  convertible  according to an
              agreed formula; and - The debenture will have a floating charge on
              the assets of CPAL only.
                                      F-22
<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 13
(Stated in U.S. Dollars)
----------------------

Note 15       Subsequent Event - (cont'd)
              ----------------

              The Company  intends to increase its  authorized  share capital to
              200,000,000  common shares from  50,000,000  common  shares.  This
              agreement is subject to approval by the board of directors of both
              parties.

Note 16       Supplementary Oil and Gas Information (Unaudited)
              -------------------------------------------------

              The  following  supplemental  information  regarding  oil  and gas
              activities of the Company is presented  pursuant to the disclosure
              requirements promulgated by the Securities and Exchange Commission
              and the  Statement  of  Financial  Accounting  Standards  No.  69,
              "Disclosure about Oil and Gas Producing Activities" ("FAS 69").

              Capitalized Costs

              Capitalized  costs relating to the Company's oil and gas producing
              activities as of December 31, 2002 and 2001 are as follows:

                                                        2002             2001
                                                        ----             ----
             Proved properties                          $    -   $      352,000
             Wells, related equipment and facilities         -          448,281
                                                        ------   --------------
                                                             -          800,281
             Less:  accumulated depletion                    -         (286,935)
                                                        ------   --------------
                                                        $    -   $      513,346


              Incurred Functional Costs
              -------------------------
              Costs  incurred in oil and gas property  acquisition,  exploration
              and development  activities,  including capital expenditures,  are
              summarized  as follows for the years ended  December  31, 2002 and
              2001:

<TABLE>
<CAPTION>
                                                                           Total
                 Year ended December 31, 2002                   World-wide           Egypt           Algeria
                 ----------------------------                   ----------           -----           -------
                 Property acquisition costs:
<S>                                                          <C>               <C>               <C>
                  Unproved                                   $            -    $            -    $            -
                 Exploration costs                           $            -    $            -    $            -
                 Development costs                           $            -    $            -    $            -

</TABLE>

                                      F-23

<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 14
(Stated in U.S. Dollars)
----------------------

Note 16       Supplementary Oil and Gas Information (Unaudited) - (cont'd)
              -------------------------------------------------

<TABLE>
<CAPTION>
                                                                           Total
                 Year ended December 31, 2001                   World-wide           Egypt           Algeria
                 ----------------------------                   ----------           -----           -------
                 Property acquisition costs (recovery):
<S>                                                          <C>               <C>               <C>
                  Unproved                                   $  (   132,129)   $            -    $  (   132,129)
                 Exploration costs                           $       26,883    $       26,883    $            -
                 Development costs                           $      290,252    $      290,252    $            -
</TABLE>

              Results of Operations

              The results of operations  for oil and gas  producing  activities,
              excluding general corporate  overhead and financing costs, for the
              year ended December 31, 2002 and 2001 are as follows:
<TABLE>
<CAPTION>

                                                                           Total
                 Year ended December 31, 2002                   World-wide           Egypt           Algeria
                 ----------------------------                   ----------           -----           -------
<S>                                                           <C>               <C>               <C>
                 Revenues                                     $      81,796     $      81,796     $           -
                 Production costs                                   (80,620)          (80,620)                -
                 Depletion provision                                (15,637)          (15,637)                -
                                                              -------------     -------------     -------------
                 Results of operations for producing
                  activities (excluding corporate
                  overhead and financing costs)               $     (14,461)    $     (14,461)    $           -
                                                              =============     =============     ==============


                                                                           Total
                 Year ended December 31, 2001                   World-wide           Egypt           Algeria
                 ----------------------------                   ----------           -----           -------
                 Revenues                                     $   1,899,252     $   1,899,252     $           -
                 Production costs                                (1,675,810)       (1,675,810)                -
                 Exploration expenses                               (26,883)          (26,883)                -
                 Depletion provision                               (148,569)         (148,569)                -
                                                              -------------     -------------     -------------
                 Results of operations for producing
                  activities (excluding corporate
                  overhead and financing costs)               $      47,990     $      47,990     $           -
                                                              =============     =============     =============
</TABLE>


                                      F-24

<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 15
(Stated in U.S. Dollars)
----------------------

Note 16       Supplementary Oil and Gas Information (Unaudited) - (cont'd)
              -------------------------------------------------
<TABLE>
<CAPTION>

                                                                           Total
                 Year ended December 31, 2000                   World-wide           Egypt           Algeria
                 ----------------------------                   ----------           -----           -------
<S>                                                           <C>               <C>               <C>
                 Revenues                                     $   3,167,655     $   3,167,655     $           -
                 Production costs                                (2,117,831)       (2,117,831)                -
                 Exploration expenses                              (413,176)         (413,176)                -
                 Depletion provision                               (138,366)         (138,366)                -
                                                              -------------     -------------     -------------
                 Results of operations for producing
                  activities (excluding corporate
                  overhead and financing costs)               $     498,282     $     498,282     $           -
                                                              =============     =============     =============
</TABLE>

              Reserve Quantities
              ------------------
              The  estimates  of proved  reserves  and related  valuations  were
              determined  both  by  management  and  by  independent   petroleum
              engineers.  Estimates of proved reserves are inherently  imprecise
              and are  continually  subject  to  revision  based  on  production
              history,  results of additional  exploration  and  development and
              other factors.

              Proved reserves are reserves judged to be economically  producible
              in future years from known reservoirs under existing  economic and
              operating  conditions;  i.e.,  prices and costs as of the date the
              estimate is made and assuming  continuation of current  regulatory
              practice  using  conventional  production  methods and  equipment.
              Proved  developed  reserves  are those  expected  to be  recovered
              through  existing  wells with  existing  equipment  and  operating
              methods.

              Presented  below is a summary of the changes in  estimated  proved
              reserves of the Company for the year ended  December  31, 2001 and
              2000:  No data has been  provided for the year ended  December 31,
              2002 as the Company has disposed of its oil and gas interests.

<TABLE>
<CAPTION>
                                                                           Total
             Year ended December 31, 2001                       World-wide           Egypt           Algeria
             ----------------------------                       ----------           -----           -------
             Proved developed and undeveloped
<S>                                                              <C>                <C>               <C>
              reserves, beginning of year:                       10,562,000         1,812,000         8,750,000
             Revisions of previous estimates                     (1,461,875)       (1,461,875)                -
             Amounts written-off                                 (8,750,000)                -        (8,750,000)
             Expenditures, discoveries and other
              additions                                                   -                 -                 -
             Production                                            (110,064)         (110,064)                -
                                                              -------------     -------------     -------------
                                                                    240,061           240,061                 -
                                                              =============     =============     =============
</TABLE>


                                      F-25


<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 16
(Stated in U.S. Dollars)
----------------------

Note 16       Supplementary Oil and Gas Information (Unaudited) - (cont'd)
              -------------------------------------------------

              Reserve Quantities - (cont'd)
              ------------------
<TABLE>
<CAPTION>

                                                                           Total
             Year ended December 31, 2000                       World-wide           Egypt           Algeria
             ----------------------------                       ----------           -----           -------
             Proved developed and undeveloped
<S>                                                               <C>               <C>              <C>
              reserves, beginning of year:                        4,800,000         4,800,000                 -
             Revisions of previous estimates                     (2,851,894)       (2,851,894)                -
             Extensions, discoveries and other
              additions                                           8,750,000                 -         8,750,000
             Production                                            (136,106)         (136,106)                -
                                                                -----------        ----------         ---------
             Proved developed and undeveloped
              reserves, end of year                              10,562,000         1,812,000         8,750,000
                                                                ===========        ==========         =========
</TABLE>

              Discounted Future Net Cash Flows
              --------------------------------
              FAS 69 prescribes  guidelines for computing a standardized measure
              of future net cash flows and changes therein relating to estimated
              proved  reserves.  The Company has followed those guidelines which
              are briefly discussed below.

              Future cash inflows and future  production and  development  costs
              are  determined  by  applying  year-end  prices  and  costs to the
              estimated  quantities  of oil  and gas to be  produced.  Estimated
              future income taxes are computed using year-end  statutory  income
              tax  rates,  including  consideration  for  previously  legislated
              future statutory  depletion rates and investment tax credits.  The
              resulting  future net cash flows are reduced to present amounts by
              applying a 10% annual discount factor.

              The assumptions used to compute the standardized measure are those
              prescribed by the  Financial  Accounting  Standards  Board and, as
              such, do not  necessarily  reflect the Company's  expectations  of
              actual revenues to be derived from those reserves or their present
              worth. The limitations inherent in the reserve quantity estimation
              process,  as discussed  previously,  are equally applicable to the
              standardized  measure  computations  since these estimates are the
              basis for the valuation process.

              Presented below are the standardized  measure of discounted future
              net cash flows and changes therein  relating to proved reserves as
              of and for the year  ended  December  31,  2001.  No data has been
              provided  for the year ended  December 31, 2002 as the Company has
              disposed of its oil and gas interests.

                                      F-26


<PAGE>
Drucker, Inc.
Notes to the Consolidated Financial Statements
December 31, 2002 and 2001 - Page 17
(Stated in U.S. Dollars)
----------------------

Note 16       Supplementary Oil and Gas Information (Unaudited) - (cont'd)
              -------------------------------------------------

              Discounted Future Net Cash Flows - (cont'd)
              --------------------------------
<TABLE>
<CAPTION>
                                                                           Total
             Year ended December 31, 2001                       World-wide           Egypt           Algeria
             ----------------------------                       ----------           -----           -------
<S>                                                          <C>               <C>               <C>
             Future cash inflows, net of royalty             $    1,597,850    $    1,597,850    $            -
             Future production and development costs             (1,125,741)       (1,125,741)                -
                                                             --------------    --------------    --------------
             Future net cash flows                                  472,109           472,109                 -
             10% annual discount for estimated timing
             of cash flows                                          (50,115)          (50,115)                -
                                                             --------------    --------------    --------------

             Standardized measure of discounted future
              cash flows relating to proved oil and gas
              reserves                                       $      421,994    $      421,994    $            -
                                                             --------------    --------------    --------------


                                                                           Total
              Year ended December 31, 2000                      World-wide           Egypt           Algeria
              ----------------------------                      ----------           -----           -------
              Future cash inflows, net of royalty            $   17,097,144   $    17,097,144   $             -
              Future production and development costs           (10,489,738)      (10,489,738)                -
                                                             --------------    --------------    --------------

              Future net cash flows                               6,607,406         6,607,406                 -
              10% annual discount for estimated timing
              of cash flows                                      (3,035,649)       (3,035,649)                -
                                                             --------------    --------------    --------------
              Standardized measure of discounted future
               cash flows relating to proved oil and gas
               reserves                                      $    3,571,757   $     3,571,757   $             -
                                                             ==============   ===============   ===============

                                      F-27
</TABLE>