SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 10-KSB/A

                                  AMENDMENT #1



                  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.


                                       1
<PAGE>


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.


                                       2
<PAGE>



                                TABLE OF CONTENTS

                                     PART I
                                                                           Page

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

Item 2.   Properties .........................................................17

Item 3.   Legal Proceedings...................................................18

Item 4.   Submission of Matters to a Vote of
          Security Holder.....................................................18

                                     PART II

Item 5.   Market for Registrant's Common Stock and
          Security Holder Matters.............................................18

Item 6.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.......................19

Item 7.   Financial Statements and Supplementary Data.........................22

Item 8.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure..............................23

                                    PART III

Item 9.   Directors and Executive Officers of the
          Registrant .........................................................23

Item 10.  Executive Compensation..............................................25

Item 11.  Security Ownership of Certain Beneficial
           Owners and Management..............................................27

Item 12.  Certain Relationships and Related
          Transactions........................................................29

                                     PART IV

Item 13.  Exhibits, Financial Statement Schedule
          and Reports on Form 8-K.............................................30



                                       3
<PAGE>



                                     PART I

     Throughout this Annual Report on Form 10-KSB,  the terms "we",  "us", "our"
and "our company"  refers to Drucker,  Inc. ("Drucker") and,  unless the context
indicates  otherwise,  includes  Drucker's  wholly-owned  subsidiaries,  Drucker
Petroleum, Inc., Drucker Petroleum (Algeria), Inc. and Drucker Mining Inc.

ITEM 1.    BUSINESS

(a)  General Description and Development of Business.

                               HISTORY OF COMPANY

         On February 4, 1971, we were 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, we 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. We began engaging in the manufacturing
and distribution of audio, cellular, C.B., radar, and other electronic
installation systems for automobiles. We decided to redomicile in Delaware and
entered into a merger agreement with Gul Industries, Inc., a Delaware
corporation. On April 16, 1990, we 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, we 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, we filed
a Certificate of Amendment in the State of Delaware changing our name to Drucker
Industries, Inc.

         In September 1991, we purchased the license to the "N-Viro Process" in
Japan from N-Viro Energy Systems, Ltd. for $466,063. We made a $100,000 down
payment and paid the balance by quarterly installments. We were 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, we terminated any attempts in the N-Viro
business.

         On November 29, 2000, we 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, we discontinued
with our `N-Viro' business and adopted a business plan to engage in oil and gas
exploration. We then formed a new management.


                                       4
<PAGE>

                              THE COMPANY BUSINESS

         General Operations

         We have had limited operations within the last five years, and such
operations have been restricted to investigation of opportunities, evaluation
and negotiations of the joint venture agreements described below, and joint
venture participations in oil exploration projects in the following geographical
areas: China in 1997, Egypt in 1999 and Algeria in 2000.

         Current Business

         We were inactive from 1994 until late 1996. Our primary business focus
is the acquisition, exploration and development of mineral properties and oil
and natural gas properties. In early 1997, we 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, although we retain an investment in China in the Shaanxi
exploration project which is not under active exploration. We 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 Algeria. The discovery well was drilled in
1996 and the overall three well program has been designed to prove the mega
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, we agreed to dispose of our
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 our 20%
interest in West Gharib Block, Egypt has been completed in May 2002. We have
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 convertible at no cost into 800,000 common shares also
at a deemed share price of CDN$0.50 per share.

     On January 6, 2003 we entered into a Letter of Intent to acquire up to 100%
(minimum  60%) of shares of CPAL  Crime  Prevention  Analysis  Lab  Incorporated
(CPAL)  in  consideration  of the  issuance  by us of up to  10,000  convertible
debentures to CPAL.  Each  debenture is  convertible  into 3,075 Drucker  common
shares. At the time of this report, we are still under negotiation on this
matter.

        Due to extended negotiations and uncertainties, the Company does not
anticipate that it will be able to acquire CPAL.

         The Company currently maintains its offices at #1-1035 Richards Street,
Vancouver, B.C. Canada V6B 3E4. Its telephone number is 604-681-4421.

(b)  Parents and Subsidiaries

         Parent

                  DRUCKER, INC., a Delaware corporation

         Subsidiaries

                  DRUCKER PETROLEUM, (Algeria) INC., a British Virgin Islands
corporation


                                       5
<PAGE>

                        DRUCKER MINING INC., a Canadian corporation


(c)      Oil and Gas Activities.

         Our strategy with respect to our oil exploration related activities is
to identify geological areas in which we may invest for producing oil and gas
prospects, or for development joint ventures and where we may lease prospects
for oil and gas exploration. Our oil and gas exploration, development and
production activities have been limited due to lack of capital and lack of focus
in such area prior to 1997. In 1997 we received stock sale proceeds to finance
our oil & gas joint ventures. In 1998, we drilled a dry hole (that did not
encounter commercial amounts of petroleum) in China and started to diversify our
oil and gas interests outside of China. We acquired an exploration interest in
West Gharib, Egypt by signing a farm-in agreement in June 1998 and then we
ceased further exploration attempts in China so as to focus our efforts in
Egypt. We and our partners in Egypt had an oil discovery in 1999 and
participated in joint venture of eight production wells until January 2002. Our
working interest in West Gharib, Egypt was 20%. We sold our interest in Egypt in
February 2002.

         In 1999, we entered into an agreement for an interest in a joint
venture in Algeria. We drilled two wells- one successful well and one dry hole
and in 2001 we decided to abandon the project due to unsuccessful results and
accordingly, related costs of $1,196,535 were written-off to operations.

         During the last five (5) fiscal years, we conducted exploration
activities on oil and gas properties for joint venture participation in China,
Egypt and Algeria. If we acquire oil and gas prospects in the future, we may
agree to assign rights in certain properties to be drilled to the general or
managing partner of a partnership or joint venture. In such an instance we
become the owner of a working interest in the property and we will retain an
interest in the property. We actively review prospects for participation in
exploration or development drilling joint ventures, but currently have no
proposal being negotiated on any specific property, lease or asset.

         We do not own any drilling rigs, nor do we employ drilling or operating
crews. We will not be the actual contract driller of wells. If and when we
decide to drill to explore a prospect, we will contract with third-party
non-affiliated drilling companies to drill oil and gas wells on a fixed-cost
(turnkey) basis. Once a well has reached its desired depth, our company, in
consultations with experts, will then determine whether to complete such wells
and/or to plug and abandon the well. All well completion activities are
conducted under supervision of us and our consultants, by third party service
contractors. When we are merely a participant in a venture on a minority basis,
all decisions regarding drillers, operations, and consultants will be made by
third party management of the venture and not by our company.

Exploration Results
-------------------
                                      2002     2001     2000     Prior Years
                                      ----     ----     ----     -----------
         Gas Well                       -         0      0          0
         Dry Well                       -         1      0          2
         Oil Well                       -         2      6          2




                                       6
<PAGE>

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

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

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

 2002       Egypt          -               -            -              -
            Algeria        -               -            -              -
                       --------------   ---------  --------------   ----------
            Total          -               -            -              -
                       ==============   =========  ==============   ==========

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

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

Prior years   Egypt        1               -            1              1
              China        -               -            -              1
                       -------------   ---------  --------------   ----------
              Total        1               -            1              2
                       =============   =========  ==============   ==========

         In the above table, a productive well is an exploratory or development
well that is not a dry well. A dry well is an exploratory or a development well
found to be incapable of producing either oil or gas in commercial quantities. A
development well is a well drilled within the proved area of an oil and gas
reservoir to the depth of an oil bearing layer horizon known to be productive.
An exploratory well is any well that is not a development well.

Financing of Oil and Gas Activities

Our future oil and gas financing activities will be conducted primarily pursuant
to ventures with other Independent companies and through Joint Ventures in which
we may act as co-venturer ("Company-Joint Ventures") or act as a working
interest participant. We may contact some independent companies who indicate an
interest in financing the project.

         In 1997, we offered and sold 5,179,500 units at $1.00 per unit pursuant
to an offering memorandum. The cash proceeds of this offering have been used to
fund our operations. Also in 1997, we issued 362,565 units at $1.00 per unit for
finder's fee. For both the private placement and the finder's fee, each unit
consists of one common share and one "A" Share Purchase Warrant which will


                                       7
<PAGE>

entitle the holder thereof to acquire an additional unit at $1.50 per unit. The
additional unit consists of one common share and one "B" Warrant which will
entitle the holder to acquire one common share at $2.00 per share. In December
1998, the exercise price of "A" Warrant has been reduced from $1.50 to $0.40 and
from $2.00 to $0.60 for the "B" Warrant. The expiry of the "A" Warrant was
extended to March 31, 2000 and "B" Warrant to March 31, 2001. In February 2000,
the expiry of the "A" Warrant was extended to March 31, 2001 and "B" Warrant to
March 31, 2002. Finally in March 2001, the terms of the "A" and "B" Warrants
have been extended further to March 31, 2003 and March 31, 2004 respectively.

Governmental Regulation for Oil Exploration Operations

         General - Our oil and gas production activities are subject to
extensive regulation by numerous national, state and local governmental
authorities in the countries where project participation is commenced. Taxation
and regulation of our production, transportation and sale of oil or gas, have a
significant effect on us and our operating results.

         State Regulation - The production operations are subject to regulation
by national bureaus or ministries which have authority to issue permits prior to
the commencement of drilling activities, establish allowable rates of
production, control spacing of wells, establish prices or taxes, prevent waste
and protect correlative rights, and aid in the conservation of oil and gas.
Typical state regulations require permits to drill and produce oil or gas,
protection of fresh water horizons, and confirmation that wells have been
properly plugged and abandoned.

         In Egypt the operator, Dublin International, needs to obtain drilling
permit before Dublin prepares the drill site. Dublin needs to inform Egyptian
General Petroleum Company (EGPC) before perforating and testing a new formation.
In the case of development drilling, Dublin has to satisfy EGPC that we have
kept to the well spacing requirements. Before we can produce from the oilfield,
we must show that the production rate/s can sustain commercial exploitation.
Same rules apply in Algeria.

         Environmental Matters - Various national and state authorities have
authority to regulate the production and development of oil and gas and mineral
properties with respect to environmental matters. Such laws and regulations,
presently in effect or as hereafter promulgated, may significantly affect the
cost of the workover and development activities contemplated by us and could
result in loss or liability to us in the event that our operations are
subsequently deemed inadequate for purposes of any such law or regulation. New
regulations, if adopted, could result in significant capital expenditures by us,
resulting in unprofitable operations.

Products, Services, Markets, Methods of Distribution, and Revenues.

         Oil and natural gas are presently the principal products sought to be
produced by us. Oil production commenced in first quarter 2000. At present in
Egypt, crude oil is loaded from the storage tanks onto road tanker and
transported to a nearby Gharib pipeline about 5 km away.

Working Capital Needs.

         The working capital needs consist primarily of investigation activities
and costs of participation in joint ventures. These requirements may be met by
private placement of stock or loans or sale of working interests. We may need to
develop additional working capital for future operations.


                                       8
<PAGE>

Industry Segments

         Our industry's segment is the oil and gas industry. Our geographic
segments are Canada, Algeria and Egypt.

<TABLE>
<CAPTION>

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

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

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

                                      Canada              Egypt                 Algeria         Total
Identifiable Assets
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>


                           2002                      2001                2000
                           ====                      ====                ====
Gross Revenue
  Oil and Gas

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)       $  337,647
                          ==============       ===============     =============

Dependence on a Single Customer or a Few Customers.

         During the five (5) years ending December 31, 1999, no revenues were
generated from client services. In 2000, we received oil revenues in Egypt and
we supplied exclusively under contract to General Petroleum Company, a wholly
owned subsidiary of state petroleum company of Egypt.


                                       9
<PAGE>

Backlog of Orders

         None at this time.

Government Contracts

         None.

Competitive Conditions.

         The oil and gas industry is highly competitive. We face competition
from large numbers of oil and gas companies, public and private drilling
programs and major oil companies engaged in the acquisition, exploration,
development and production of hydrocarbons in all areas in which we may attempt
to operate in the future. In Egypt and Algeria, oil and gas rights are usually
awarded to companies on a bidding contract basis. In order to be on the bidding
list, companies have to prove themselves to be credible, financially viable and
technically capable. As a junior exploration company we have very much less
leverage than major oil companies. Many of the programs and companies so engaged
possess greater financial and personnel resources than us and therefore have
greater leverage to use in acquiring prospects, hiring personnel and marketing
oil and gas. Accordingly, a high degree of competition in these areas is
expected to continue. The markets for crude oil and natural gas production have
increased substantially in recent years. Oil prices have stabilized generally,
but the world market for crude oil should be considered unstable due to
uncertainty in the Mideast. There is considerable uncertainty as to future
production levels of major oil producing countries. Significant increases in
production could create additional downward pressure on the price of oil. A
precipitous drop in oil & natural gas prices in the futures market occurred in
January 1986, and we could be adversely affected if further drops occur in the
future.

         In the past surpluses in natural gas supplies and other factors have
combined to have a negative impact on the natural gas business. Purchasers have
canceled contracts or might propose to cancel contracts. Other purchasers have
lowered the price they will pay for unregulated natural gas, which previously
commanded premium prices. Our revenues, if any ever develop, may be adversely
affected by these factors.

         Oil concessions in foreign countries are usually controlled by the
government, which after could impose taxes or restrictions at any time which
would make operations, if any, unprofitable and infeasible and cause a write-off
of capital investment in oil and gas opportunities. One such restriction could
be the insistence of hiring more oilfield workers than necessary, another could
be treatment of oilfield effluent to more stringent requirements.

         A number of factors, beyond our control and the effect of which cannot
be accurately predicted, affect the production and marketing of oil and gas.
These factors include actions of foreign oil producing nations such as the
Organization of Petroleum Exporting Countries (OPEC), the availability of
adequate pipeline and other transportation facilities, the marketing of
competitive fuels and other matters affecting the availability of a ready
market, such as alternative energy resources, the emergence of electric car.


                                       10
<PAGE>

Registrant Sponsored Research and Development.

         None.

Compliance with Environmental Laws and Regulations.

         The exploration operations of our company are subject to local,
provincial and national laws and regulations in the country of Egypt, Algeria
and in China if any exploration is recommended. To date, compliance with these
regulations by us has had no material effect on our operations, capital,
earnings, or competitive position, and the cost of such compliance has not been
material. We are unable to assess or predict at this time what effect such
regulations or legislation could have on our activities in the future.

         (a) Local Regulation - We cannot determine to what extent future
operations and earnings may be affected by new legislation, new regulations or
changes in existing regulations.

         (b) National Regulation - We cannot determine to what extent future
operations and earnings may be affected by new legislation, new regulations or
changes in existing regulations.
         The value of our investments in the joint ventures may be adversely
affected by significant political, economic and social uncertainties in the area
of interest. Any changes in the policies by the government of the area of
interest could adversely affect our area of interest by, among other factors,
changes in laws, regulations or the interpretation thereof, confiscatory
taxation, restrictions on currency conversion, imports and sources of supplies,
the expropriation or nationalization of private enterprises, wars, or political
relationships with other countries.

         (c) Environmental Matters - None at the date of this report.

         (d) Other Industry Factors - Oil and gas drilling operations are
subject to hazards such as fire, explosion, blowouts, cratering and oil spills,
each of which could result in substantial damage to oil and gas wells, producing
facilities, other property and the environment or in personal injury.

Number of Persons Employed.

         As of December 31, 2002, we had one full-time consultant, A. Ken Kow,
Manager of Operations at a yearly salary of $36,538 and a part-time employee the
President, Gerald William Runolfson, at a yearly salary of $23,000 based in
Vancouver, B.C.


                                       11
<PAGE>


ITEM 2.  PROPERTIES

         (a)  Real Estate.          None

         (b)  Title to properties. None

         (c)  Oil and Gas Drilling Activities.  See "Business - Oil and Gas
              Activities"

         (d)  Oil and Gas Production.

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

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

         (e)  Oil and Gas Reserves.

         No data has been provided for the year ended December 31, 2002 as we
have disposed of our oil and gas interests in Egypt.

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

         (g)  Present Activities and Subsequent Events:

              By an agreement dated February 4, 2002, we agreed to dispose of
our wholly owned subsidiary Drucker Petroleum, Inc. for US$250,000 (received)
and 200,000 common shares of the purchaser, 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 (received). Each special warrant was
exercised (without additional consideration) into one common share of the
purchaser.


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



                                       12
<PAGE>

                                              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.

         (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 OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         We (referred in this report as Drucker, Inc. and/or its subsidiaries)
present below the selected financial information and you should read them in
conjunction with our 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


                                       13
<PAGE>


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

<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, we agreed to sell our oil
and gas interest in West Gharib, Egypt and completed the sale in May 2002. For
the continuing operations, the revenue from interest income amounted to $7,393
in 2002 compared to no interest income in 2001. The accounting and audit fees
were $17,877, the consulting fees were $111,288, the legal and professional fees
were $9,577 and the office and operating costs were $14,758 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.

         For the discontinued operations, gross oil revenue amounted to $81,796
in 2002 compared to $1,899,252 in 2001. This revenue was generated from oil
produced from the West Gharib project in Egypt where we had a 20% working
interest. Expenses of production were $40,540 for our 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 dis-
continued 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.



                                       14
<PAGE>

RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2001 COMPARED TO SAME PERIOD
IN 2000

         For the continuing operations, there was no revenue from interest
income in 2001 compared to $3,905 in 2000. 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 in 2001. In 2000, the accounting and audit fees were $37,920, the
consulting fees were $43,516, the legal and professional fees were $43,296 and
the office and operating costs were $46,986 for total expenses of $220,004. For
the discontinued operations, gross oil revenue amounted to $1,899,252 in 2001
compared to $3,167,655 in 2000. This revenue was generated from oil produced
from the West Gharib project in Egypt where we had a 20% working interest.
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 2001. In 2000, expenses of production were
$565,680, depletion was $138,366, general and administrative costs were $9,039
and exploration expenses were $413,176, for total expenses of $1,126,261. The
net loss was ($2,611,910) which included a write-off of oil and gas projects of
$2,666,959 in 2001. In 2000, the net income was $553,742. The net loss from both
continuing and discontinued operations for 2001 was ($2,842,850) compared to a
net income of $337,643 in 2000. The basic loss per share was ($0.09) in 2001
compared to basic earning per share of $0.01 in 2000.


CHANGES IN FINANCIAL CONDITION

         At year-end 2002 our 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.

Results of Operations for Year Ended December 31, 2002 Compared to Same Period
in 2001

         For the continuing operations, there were revenue from interest income
in 2002 of $7393 compared to none in 2001. The accounting and audit fees were
$17,877, the consulting fees were $111,288, the legal and professional fees were
$9,577 and the office and operating costs were $19,758 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 in 2001 for total expenses of
$230,940.

         For the discontinued operations, gross oil revenue amounted to
$1,899,252 in 2001 compared to $3,167,655 in 2000. This revenue was generated
from oil produced from the West Gharib project in Egypt where we had a 20%
working interest. 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 2001. The net loss was $2,611,910
which included a write-off of oil and gas projects of $2,666,959 in 2001. The
net loss from both continuing and discontinued operations for 2001 was
$2,842,850. The basic loss per share was $0.09 in 2001 (incuding discontinued
operations).

        In 2002, the net operating loss was ($152,162) compared to a net operat-
ing loss of ($230,940) in 2001.  In 2002, the Company had additional losses on
discontinued operations and upon disposal of the discontinued subsidy of
($120,076).  The net loss for 2002 was ($272,238) or ($.01) per share compared
to $(2,842,850) or ($.09) per share in 2001.

        We expect the current trend of losses to continue at about the same rate
based on our current business situation.  We currently have sufficient cash to
operate for the balance of 2003 at the current level of business.  This could
change, however, if any other business venture were to be embarked upon, and the
available cash could be depleted much more rapidly.

                                       15

<PAGE>

LIQUIDITY

         We expect to maintain the same level of liquidity for the coming year
as we are in the process of reorganizing and re-valuating our business
operations and future opportunities.

         As we have disposed of our properties in Egypt in 2002, we will be
dependent on cash reserves for our short term needs. We had current assets of
$231,100 at December 31, 2002 and had current liabilities of $14,213. These
amounts are sufficient to us 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. We did have
at year end 2002 $226,043 in cash.

CAPITAL RESOURCES

         Our primary capital resources are stock from another company, our own
stock and cash on deposit only. Our own stock may be illiquid because it is
restricted in an unproved company with a short history of income generation.


                                       16
<PAGE>

Evaluation of Internal and Disclosure Controls
----------------------------------------------

The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.

There were no significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of the most recent evaluation of such, including any corrective
actions with regard to significant deficiencies and material weaknesses.


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 December 31, 2002. The directors of the Registrant
are elected every year and serve until their successors are elected and qualify.

Name                             Age     Title                            Term

Gerald William Runolfson         61      President and Director          Annual

Ernest Cheung                    52      Secretary and Director          Annual

Patrick Pak Ling Chan            48      Director and Chairman           Annual

Joseph S. Tong                   54      Director                        Annual

Ken A. Kow                       61      Director                        Annual

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

         The board of directors have an audit committee with Gerald Runolfson,
Ernest Cheung and Joseph Tong as committee members and also have a compensation
committee with Gerald Runolfson and Ernest Cheung as committee members. 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.

         (d)  Business Experience.


                                       17
<PAGE>

         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

         Gerald William Runolfson, President and Director, age 61, has been
President and Director since 1991. 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.

     Ernest Cheung,  Secretary and Director,  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,
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.


                                       18
<PAGE>

         Patrick Chan, age 48, has been a Director and Chairman since January
1997. 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.

     Joseph S. Tong,  age 54, has been a director  since January 1997.  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.

         Ken A. Kow, Director, age 61, has been a director since October 2000.
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).

         (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.

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.



                                       19
<PAGE>
<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                         330,000 (6)

Ernest Cheung,            2002          0                 0                 0               0                         0
Secretary                 2001          0                 0                 0               0                         0
                          2000          0                 0                 0               0                         0

Patrick Chan,             2002          0                 0                 0               0                         0
Chairman                  2001          0                 0                 0               0                         0
                          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                         880,000 (6,1)
</TABLE>


         (b) Compensation Pursuant to Option Plans.  See Executives' and
Directors' Compensation Tables.

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

         (d) Compensation of Directors.

         Compensation paid by us 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

C. Director                       0                      0                     0                  0                    0
Patrick Chan

D. Director                       0                      0                     0                  0                    0
Joseph Tong

E. Director                       0                      0                36,538                  0                    0
Ken Kow
</TABLE>


                                       20
<PAGE>


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

         (f) Stock purchase options:

Share Purchase Options
     Patrick Chan                                       550,000 shares (1)
     FKT Exploration Consultants, Ltd.                  325,000 shares (2)
     Ken K Consulting, Ltd.                             325,000 shares (3)
     Cobilco Inc.                                       550,000 shares (4)
     Lancaster Pacific Investment Ltd.                  550,000 shares (5)
     Gerry Runolfson                                    300,000 shares (6)
     Yonderiche Int'l Consultants                       150,000 shares (7)
     808719 Ont. Ltd.                                   100,000 shares (8)
     Gemsco Management Ltd.                             100,000 shares (9)

         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.

(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 us based upon 32,476,250 shares outstanding at December 31, 2002.


                                       21
<PAGE>

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, 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%
             President and Director
             4151 Rose Crescent             812,501 (b)
             West Vancouver,                including options         2.4%
             B.C. Canada


Common       Ernest Cheung                  9,225,000(1)              28.4%
             Secretary and Director
             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
             #7 Conduit Road, Flat 6E       550,000                   1.6%
             Hong Kong                      through options

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

 Common      Ken A. Kow, Director           0(4)                      0%
             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.


                                       22
<PAGE>

     (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 is a full time consultant to us. He has extensive experience in oil and
gas industry and has represented us at partners' technical meetings. He has also
served as Manager of Exploration, Drucker Inc. providing input for daily drill-
ing reports and geological interpretation. Besides his involvement in technical
matters, he has helped in the general management of Drucker. The options granted
to Ken K Consulting Ltd. were a form of compensation in addition to cash consult
-ing fees.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Certain Transactions

         Our interest in the West Gharib Egyptian oil and gas concession has
been subject to a 7% net profit interest payable to a related company Richco
Investors, Inc. after we have recovered all our exploration and development
expenditures. Richco is related by virtue of common directors, Messrs Kow and
Cheung.

         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 us as these services are necessary and are provided
at no monetary cost to us.

1.   Mr. Chan,  who is Chairman of the Board,  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
     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 is President and director. 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.


                                       23
<PAGE>

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 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  our  corporate  and  for
     advising on computer and internet technology.


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.



                                       24
<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: April 23, 2003                         By: /s/ Gerald William Runolfson
                                                 ----------------------------
                                                 Gerald Runolfson, President

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: 4/23/2003                              By: /s/ Gerald William Runolfson
                                                 ----------------------------
                                                 Gerald William Runolfson,
                                                 President and Director



Date: 4/23/2003                                  /s/ Ernest Cheung
                                                 ----------------------------
                                                 Ernest Cheung, Secretary
                                                 and Director



Date: 4/23/2003                                  /s/ Patrick Pak Ling Chan
                                                 ----------------------------
                                                 Patrick Pak Ling Chan,
                                                 Chairman and Director




Date: 4/23/2003                                  /s/ Joseph S. Tong
                                                 -----------------------------
                                                 Joseph S. Tong, Director




Date: 4/23/2003                                  /s/ Ken A. Kow
                                                 -----------------------------
                                                 Ken A. Kow



                                       25
<PAGE>


                       CERTIFICATION PURSUANT TO SECTION
                         302 OF THE SARBANES OXLEY ACT


I, Gerald Runolfson, certify that:

1. I have reviewed this annual report on Form 10-KSB of Drucker, Inc.;

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

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

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

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

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

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

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

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

                                       26

<PAGE>

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

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  April 23, 2003


/s/ Gerald Runolfson
-----------------------
Gerald Runolfson
President





                                       27



<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
                                                                            =================   =================
Nature of Operations - Note 1
Commitments - Note 8
Subsequent Event - Note 15
</TABLE>


                             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
                                                            ----------------   ----------------  ----------------
Net increase (decrease) in cash from continuing
 operations                                                         324,270       (     96,439)    (     123,141)

Increase (decrease) in cash from discontinued
 operations - Note 6                                           (    571,635)           111,894      (  1,286,157)
                                                            ----------------   ----------------  ----------------
Increase (decrease) in cash and cash equivalents
 during the year                                               (    247,365)            15,455      (  1,409,298)

Cash and cash equivalents - beginning of the year                   473,574            458,119         1,867,417
                                                            ----------------   ----------------  ----------------
Cash and cash equivalents, end of the year                  $       226,209    $       473,574   $       458,119
                                                            ================   ================  ================

                                                                                                        .../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 consist of:
                                                            $       226,043    $  (     98,227)  $  (      1,788)


   Cash and short-term deposits (bank overdraft)
    - continuing operations
   Cash and short-term deposits - discontinued
    operations                                                          166            571,801           459,907
                                                            ----------------   ----------------  ----------------
                                                            $       226,209    $       473,574   $       458,119
                                                            ================   ================  ================
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
                                                                       Additional                              Other
                                              Common Stock               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
Other comprehensive income                      -              -                -               -           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
                            (Stated in U.S. Dollars)
                             ----------------------


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

              The Company is 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.

              The recoverability of amounts shown for oil and gas prospects
              costs are dependent upon the discovery of economically recoverable
              reserves, continuation of the Company's interest in the underlying
              mineral claims, the ability of the Company to obtain financing to
              complete their development, and future profitable production or
              disposition thereof.

              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 are carried in the financial statements
              at fair value. Realized gains and losses are reported in earnings
              of the year while unrealised holding gains and losses are excluded
              from income and reported as a 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).

              Capitalization of Mineral Claim Costs
              -------------------------------------

              Cost of acquisition, exploration, carrying and retaining unproven
              properties are expensed as incurred. Costs incurred in proving and
              developing a property ready for production are capitalized and
              amortized over the life of the mineral deposit or over a shorter
              period if the property is shown to have an impairment in value.
              Expenditures for mining equipment are capitalized and depreciated
              over their useful life.

              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.


                                      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)
              ------------------------------------------

              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.

              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 Compen-
              sation" (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.


                                      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        Cash Equivalents - 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>

                                        Number                        Fair         Unrealized
             Year ended               of Shares        Cost           Value           Gain
             ----------               ---------        ----           -----           ----
<S>                                   <C>         <C>            <C>            <C>
             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>

             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).

<TABLE>
<CAPTION>

Note 5        Capital Assets

                                                                2002                                  2001
                                        -----------------------------------------------------    ---------------
                                                            Accumulated
                                              Cost          Amortization          Net                 Net
                                              ----          ------------          ---                 ---
<S>                                     <C>               <C>              <C>                   <C>
             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 in 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>

                                                                     2002              2001
                                                                     ----              ----
<S>                                                            <C>               <C>
             Cash and cash equivalents                         $          166    $      571,801
             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)
 ----------------------


<TABLE>
<CAPTION>

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

              Cash flows from discontinued operations are as follows:

                                                                      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 balances consist of:
                 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 Activity
              Oil and gas project costs                           (     117,449)    (     158,123)   (   1,702,827)
                                                                ----------------  ---------------- ----------------
            Increase (decrease) in cash prior to disposal         (     246,635)          111,894    (   1,286,157)

            Cash balance of subsidiaries on disposal              (     325,000)                -                -
                                                                ----------------  ---------------- ----------------
            Increase (decrease) in cash from discontinued
             operations during the year                         $ (     571,635)  $       111,894  $ (   1,286,157)
                                                                ================  ================ ================
</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
                                            ------           -----           -------           -----
<S>                                    <C>              <C>              <C>              <C>
             Identifiable Assets
              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)
 ----------------------

<TABLE>
<CAPTION>

Note 7        Segmented Information - (cont'd)
              ---------------------

                                                                      December 31, 2001
                                             --------------------------------------------------------------------
                                                  Canada           Egypt           Algeria           Total
                                                  ------           -----           -------           -----
<S>                                          <C>              <C>              <C>              <C>
             Identifiable Assets
              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>


                                             2002          2001          2000
                                             ----          ----          ----
             Gross Revenue Oil and Gas
              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
                                         ===========  ============= ============

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>

                                                                                          Weighted
                                                                    Number of             Average
                                                                  Stock Options        Exercise Price
             Balance, December 31, 2002, 2001 and 2000            -------------        --------------
<S>                                                               <C>                  <C>

                                                                     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>

                                                            Exercise Price
                                       Number of Options      Per Share        Expiry Date
                                       -----------------    --------------     -----------
<S>                                         <C>                 <C>           <C>

             Consultants                    1,775,000           $0.40         June 30, 2004
             Officer, directors and
              employees                     1,175,000           $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 a company with a
                  common director. 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
                                                          =======   ============

<TABLE>
<CAPTION>

              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:

                                                          Total
                 Year ended December 31, 2002          World-wide           Egypt           Algeria
                 ----------------------------          ----------           -----           -------
<S>                                                 <C>               <C>               <C>
                 Property acquisition costs:
                  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)
 ----------------------

<TABLE>
<CAPTION>

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

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

              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:

                                                                   Total
                 Year ended December 31, 2002                   World-wide           Egypt           Algeria
                 ----------------------------                   ----------           -----           -------
                 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)
 ----------------------

<TABLE>
<CAPTION>

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

                                                                   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
             ----------------------------                       ----------           -----           -------
<S>                                                              <C>               <C>               <C>
             Proved developed and undeveloped
              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)
 ----------------------

<TABLE>
<CAPTION>

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

                                                                   Total
             Year ended December 31, 2000                       World-wide           Egypt           Algeria
             ----------------------------                       ----------           -----           -------
<S>                                                             <C>                <C>                <C>
             Proved developed and undeveloped
              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)
 ----------------------

<TABLE>
<CAPTION>

Note 16       Supplementary Oil and Gas Information (Unaudited) - (cont'd)
              -------------------------------------------------
              Discounted Future Net Cash Flows - (cont'd)
              --------------------------------

                                                                   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   $             -
                                                              ===============   ===============   ==============
</TABLE>



                                      F-27