U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 FORM 10-KSB/A-1
(Mark One)
         [X]   ANNUAL  REPORT  UNDER  SECTION  13 OR  15(d)  OF  THE  SECURITIES
               EXCHANGE ACT OF 1934
               For the fiscal year ended June 30, 2002

         [ ]   TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES
               EXCHANGE  ACT OF 1934
               For the  transition  period  from  _____ to _____

                           NORTH COAST PARTNERS, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                      9995               33-0619528
               --------                      ----               ----------
    (State or other jurisdiction of   (Primary Standard       (I.R.S. Employer
    incorporation or organization)        Industrial         Identification No.)
                                     Classification Code)

                  24351 Pasto Road, #B, Dana Point, California
                92629 (Address and telephone number of principal
                               executive offices)

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

Securities registered under Section 12(g) of the Exchange Act:
         Title of Class                 Name of Exchange on Which Registered
         --------------                 ------------------------------------
         Common Stock                   None


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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Revenues for the year ended June 30, 2002 were $0.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of June 30, 2003 was not  determinable  since the Common Stock was
not traded.

The number of shares  outstanding of the issuer's  classes of Common Stock as of
June 30, 2003:

Common Stock, $.001 Par Value - 1,000,000 shares

Documents Incorporated by reference.  None

Transitional Small Business Disclosure Format (check one):  Yes [  ]   No [X]

<PAGE>


     This  amendment  to Form  10-KSB is filed  amend  Item 7 and 13 to  include
financial statement audited by independent public accountants.

                                    PART III

Item 7.           Financial Statements

     The financial  statements  of the Company,  including the notes thereto and
report of the independent  auditors thereon,  are attached hereto as exhibits as
page numbers F-1 through F-8.

Item 13. Exhibits and Reports on Form 8-K

(a)      Exhibits

3.1      Certificate of Incorporation(1)
3.2      Bylaws(1)
10.1     1994 Stock Option Plan (1)
31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act
31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act 32 Certification of Chief Executive Officer and
         Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
         Act

(1)      Previously filed with the Commission on Form 10-SB filed on February 8,
         2000.

(b)      Reports on Form 8-K

         None.




<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  NORTH COAST PARTNERS, Inc.,
                                  a Delaware Corporation


Dated: ______                     ______________________________________________
                                  Wong Peck Ling,
                                  President and Chief Financial Officer
                                  (Principal Executive, Financial and Accounting
                                  Officer)


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



Dated: ______                    ______________________________________________
                                 Wong Peck Ling,
                                 President, Chief Financial Officer and Director
                                 (Principal Executive, Financial and Accounting
                                 Officer)

<PAGE>















                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                              FINANCIAL STATEMENTS

                                  JUNE 30, 2002

























<PAGE>



                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]




                                    CONTENTS

                                                                          PAGE

--     Independent Auditors' Report                                         1


--     Balance Sheet, June 30, 2002                                         2


--     Statements of Operations, for the years ended June 30,
        2002 and 2001 and for the period from inception on
        April 20, 1994 through June 30, 2002                                3


--     Statement of Stockholders' Equity (Deficit),
        from inception on April 20, 1994 through
        June 30, 2002                                                       4


--     Statements of Cash Flows, for the years ended June 30,
        2002 and 2001 and for the period from inception on
        April 20, 1994 through June 30, 2002                                5


--     Notes to Financial Statements                                       6 - 8








                                      F-i
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


Board of Directors
NORTH COAST PARTNERS, INC.
North Vancouver, Canada

We have audited the accompanying balance sheet of North Coast Partners,  Inc. [a
development  stage  company] as of June 30, 2002 and the related  statements  of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
June 30,  2002 and 2001 and for the  period  from  inception  on April 20,  1994
through June 30, 2002. These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit. The financial statements of North Coast
Partners,  Inc. as of and for the year ended June 30, 2000 were audited by other
auditors whose report,  dated January 12, 2001, expressed an unqualified opinion
on those  statements.  The  financial  statements as of June 30, 2000 reflect an
accumulated  deficit of $2,784. The other auditors' report has been furnished to
us, and our  opinion,  insofar as it relates to the  amounts  included  for such
prior periods, is based solely on the report of the other auditors.

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

In our  opinion,  based on our audit and the report of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of North Coast  Partners,  Inc.  [a  development  stage
company]  as of June 30,  2002 and the  results of its  operations  and its cash
flows  for the  years  ended  June 30,  2002 and  2001 and for the  period  from
inception on April 20, 1994 through June 30, 2002, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 5 to the  financial
statements,  the Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations.  Further, the Company has
current liabilities in excess of current assets. These factors raise substantial
doubt  about  the  ability  of the  Company  to  continue  as a  going  concern.
Management's plans in regards to these matters are also described in Note 5. The
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.



/s/ PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
May 25, 2004

                                      F-1
<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                                  BALANCE SHEET


                                     ASSETS

                                                                  June 30,
                                                                    2002
                                                                -----------
CURRENT ASSETS                                                  $        -
                                                                -----------
               Total Current Assets                                      -
                                                                -----------

                                                                $        -
                                                                -----------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                           $      530
     Accounts payable - related party                                3,566
                                                                -----------
               Total Current Liabilities                             4,096
                                                                -----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value,
       1,000,000 shares authorized,
       no shares issued and outstanding                                  -
     Common stock, $.001 par value,
       20,000,000 shares authorized,
       1,000,000 shares issued and
       outstanding                                                   1,000
     Capital in excess of par value                                     15
     Deficit accumulated during the
       development stage                                            (5,111)
                                                                -----------
               Total Stockholders' Equity (Deficit)                 (4,096)
                                                                -----------

                                                                $        -
                                                                ===========






The accompanying notes are an integral part of this financial statement.

                                      F-2
<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                                                         <C>              <C>                <C>

                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                        _____________________________      June 30,
                                                                          2002              2001             2002
                                                                        ------------     ------------     ------------
REVENUE                                                                 $         -      $         -      $         -

EXPENSES:
     General and administrative                                               1,380              947            5,111
                                                                        ------------     ------------      ------------

LOSS BEFORE INCOME TAXES                                                     (1,380)            (947)          (5,111)

CURRENT TAX EXPENSE                                                               -                -                -

DEFERRED TAX EXPENSE                                                              -                -                -
                                                                        ------------     ------------      ------------

NET LOSS                                                                $    (1,380)     $      (947)      $   (5,111)
                                                                        ------------     ------------      ------------

LOSS PER COMMON SHARE                                                   $      (.00)     $      (.00)      $     (.01)
                                                                        ------------     ------------      ------------
</TABLE>


















The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                  FROM THE DATE OF INCEPTION ON APRIL 20, 1994

                              THROUGH JUNE 30, 2002

<TABLE>
<CAPTION>
<S>                                                <C>         <C>         <C>        <C>         <C>           <C>

                                                                                                               Deficit
                                                                                                             Accumulated
                                                   Preferred Stock          Common Stock       Capital in    During the
                                                   __________________      __________________   Excess of    Development
                                                  Shares      Amount      Shares      Amount     Par Value       Stage
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, April 20, 1994                                  -    $     -            -    $     -    $       -    $       -

Issuance of 1,000,000 shares of common
  stock for cash of $1,015, or $.001 per share,
  April 20, 1994                                         -          -    1,000,000      1,000           15            -

Net loss for the period ended June 30, 1994              -          -            -          -            -          (42)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1994                                   -          -    1,000,000      1,000           15          (42)

Net loss for the year ended June 30, 1995                -          -            -          -            -         (338)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1995                                   -          -    1,000,000      1,000           15         (380)

Net loss for the year ended June 30, 1996                -          -            -          -            -         (320)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1996                                   -          -    1,000,000      1,000           15         (700)

Net loss for the year ended June 30, 1997                -          -            -          -            -         (314)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1997                                   -          -    1,000,000      1,000           15       (1,014)

Net loss for the year ended June 30, 1998                -          -            -          -            -         (312)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1998                                   -          -    1,000,000      1,000           15       (1,326)

Net loss for the year ended June 30, 1999                -          -            -          -            -         (790)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1999                                   -          -    1,000,000      1,000           15       (2,116)

Net loss for the year ended June 30, 2000                -          -            -          -            -         (668)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 2000                                   -          -    1,000,000      1,000           15       (2,784)

Net loss for the year ended June 30, 2001                -          -            -          -            -         (947)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 2001                                   -          -    1,000,000      1,000           15       (3,731)

Net loss for the year ended June 30, 2002                -          -            -          -            -       (1,380)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 2002                                   -    $     -    1,000,000    $ 1,000    $      15    $  (5,111)
                                                 ---------    -------    ---------    -------    ---------    ---------
</TABLE>




The accompanying notes are an integral part of this financial statement.

                                      F-4
<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
<S>                                                                         <C>              <C>               <C>

                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                        _____________________________      June 30,
                                                                          2002              2001             2002
                                                                        ------------     ------------      ------------
Cash Flows from Operating Activities:
   Net loss                                                             $    (1,380)     $      (947)      $    (5,111)
   Adjustments to reconcile net loss to net cash used by
     operating activities:
     Amortization                                                                 -                -             1,015
     Changes in assets and liabilities:
       Increase in accounts payable                                             422                -               530
       Increase in accounts payable - related party                             958              947             3,566
                                                                        ------------     ------------      ------------
               Net Cash Provided by Operating Activities                          -                -                 -
                                                                        ------------     ------------      ------------

Cash Flows from Investing Activities:
   Payments of organization costs                                                 -                -            (1,015)
                                                                        ------------     ------------      ------------
               Net Cash (Used) by Investing Activities                            -                -            (1,015)
                                                                        ------------     ------------      ------------

Cash Flows from Financing Activities:
   Proceeds from sale of common stock                                             -                -             1,015
                                                                        ------------     ------------      ------------
               Net Cash Provided by Financing Activities                          -                -             1,015
                                                                        ------------     ------------      ------------

Net Increase (Decrease) in Cash                                                   -                -                 -

Cash at Beginning of Period                                                       -                -                 -
                                                                        ------------     ------------      ------------

Cash at End of Period                                                   $         -      $         -       $         -
                                                                        ------------     ------------      ------------

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the period for:
     Interest                                                           $         -      $         -       $         -
     Income taxes                                                       $         -      $         -       $         -
</TABLE>

Supplemental Schedule of Non-cash Investing and Financing Activities:
   For the year ended June 30, 2002:
     None

   For the year ended June 30, 2001:
     None
The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - North Coast  Partners,  Inc.  ("the  Company") was organized
     under the laws of the State of  Delaware  on April 20, 1994 for the purpose
     of seeking out business opportunities,  including acquisitions. The Company
     is  considered  a  development  stage  company as defined in  Statement  of
     Financial Accounting Standards No. 7. The Company will be very dependent on
     the skills,  talents and abilities of management to successfully  implement
     its business plan. Due to the Company's lack of capital,  it is likely that
     the Company  will not be able to compete  with larger and more  experienced
     entities  for  business  opportunities  which are  lower  risk and are more
     attractive for such entities.  Business  opportunities in which the Company
     may participate  will likely be highly risky and  speculative.  The Company
     has, at the present time, not paid any dividends and any dividends that may
     be paid in the future will depend upon the  financial  requirements  of the
     Company and other relevant factors.

     Cash and Cash  Equivalents  - The Company  considers all highly liquid debt
     investments  purchased  with a maturity of three  months or less to be cash
     equivalents.

     Income Taxes - The Company  accounts for income  taxes in  accordance  with
     Statement of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes" [See Note 3].

     Loss Per Share - The computation of loss per share is based on the weighted
     average  number  of shares  outstanding  during  the  period  presented  in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 128,
     "Earnings Per Share" [See Note 6].

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

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No. 149,  "Amendment  of Statement  133 on  Derivative
     Instruments  and Hedging  Activities",  and SFAS No. 150,  "Accounting  for
     Certain Financial  Instruments with Characteristics of both Liabilities and
     Equity",  were  recently  issued.  SFAS  No.  149 and 150  have no  current
     applicability  to the Company or their effect on the  financial  statements
     would not have been significant.

NOTE 2 - CAPITAL STOCK

     Preferred Stock - The Company has authorized  1,000,000 shares of preferred
     stock, $.001 par value, with such rights,  preferences and designations and
     to be issued in such series as  determined  by the Board of  Directors.  No
     shares are issued and outstanding at June 30, 2002.

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with  a par  value  of  $.001.  In  April  1994,  in  connection  with  its
     organization,  the  Company  issued  1,000,000  shares  of  its  previously
     authorized  but unissued  common stock.  The shares were issued for cash of
     $1,015 (or approximately $.001 per share).

                                      F-6
<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK [Continued]

     1994 Stock  Option Plan - On April 20, 1994,  the Company  adopted the 1994
     Stock  Option Plan.  The plan  provides for the granting of awards of up to
     2,000,000  shares  of  common  stock  to  officers,  directors,  employees,
     advisors,  and  employees  of other  companies  that do  business  with the
     Company as  non-qualified  and qualified  stock  options.  The Stock Option
     Committee  of the Board of Directors  determines  the option  price,  which
     cannot be less than the fair market  value at the date of the grant or 110%
     of the fair market value if the recipient of the grant holds 10% or more of
     the  Company's  common  stock.  The price per share of shares  subject to a
     Non-Qualified  option  cannot  be less than 85% of the fair  market  value.
     Options  granted  under the plan will  typically  expire ten years from the
     date of the grant  (five years if the  recipient  of the grant holds 10% or
     more of the  Company's  common  stock  on the date of the  grant)  or three
     months after  termination  of  employment.  As of June 30, 2002, no options
     have been granted.

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating  loss or tax credit  carryforwards.  The Company has available at
     June 30, 2002, unused operating loss carryforwards of approximately  $5,100
     which may be applied  against  future  taxable  income and which  expire in
     various years through 2022.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization of the loss  carryforwards,  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately $1,750 and $1,250 as of June 30, 2002 and 2001, respectively,
     with an offsetting  valuation  allowance of the same amount  resulting in a
     change in the  valuation  allowance of  approximately  $500 during the year
     ended June 30, 2002.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management  Compensation  - For the years ended June 30, 2002 and 2001, the
     Company  did not pay any  compensation  to any  officer or  director of the
     Company.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the  Company  is  allowing  the  Company to use his
     offices as a mailing address, as needed, at no expense to the Company.

     Accounts Payable - Related Party - During the years ended June 30, 2002 and
     2001, an officer/shareholder of the Company directly paid expenses totaling
     $958 and $947 on behalf of the Company.  At June 30, 2002, the Company owed
     the shareholder $3,566. No interest is being accrued on the payable.


                                      F-7
<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern.  However,  the Company has incurred  losses
     since  its  inception  and has  not yet  been  successful  in  establishing
     profitable  operations.  Further,  the Company has current  liabilities  in
     excess of current assets.  These factors raise  substantial doubt about the
     ability of the  Company to  continue as a going  concern.  In this  regard,
     management  is  proposing  to raise  any  necessary  additional  funds  not
     provided by  operations  through loans or through  additional  sales of its
     common  stock or  through a  possible  business  combination  with  another
     company.  There is no  assurance  that the Company  will be  successful  in
     raising this additional  capital or achieving  profitable  operations.  The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

     The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>
<S>                                                                        <C>              <C>               <C>

                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                        _____________________________      June 30,
                                                                          2002              2001             2002
                                                                        ------------     ------------      ------------
         Loss from continuing operations
         available to common shareholders
         (numerator)                                                    $    (1,380)     $      (947)      $    (5,111)
                                                                        ------------     ------------      ------------
         Weighted average number of
         common shares outstanding used
         in loss per share for the period
         (denominator)                                                    1,000,000        1,000,000         1,000,000
                                                                        ------------     ------------      ------------
</TABLE>

     Dilutive  loss per share was not  presented,  as the  Company had no common
     stock  equivalent  shares for all periods  presented  that would affect the
     computation of diluted loss per share.

NOTE 7 - SUBSEQUENT EVENT

     In January 2004, the majority shareholder and sole  officer/director of the
     Company   sold  his  shares  to  a  third   party,   he   resigned   as  an
     officer/director and a new  officer/director was appointed,  resulting in a
     change in control  of the  Company.  In  connection  therewith,  the former
     shareholder  and  officer/director  forgave $4,371 which was owed to him by
     the Company at that time.


                                      F-8