U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 FORM 10-KSB/A-2
(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  on Form  10-KSB/A-2  is filed  to  include  the  conformed
signatures on the signature page and on Exhibits  31.1,  31.2 and 32, which were
inadvertently omitted in the original submission.  There are no other changes to
Form 10-KSB/A-1 filed on July 2, 2004.

                                    PART III

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: June 30, 2004                       /s/ Wong Peck Ling
                                           -------------------------------------
                                           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: June 30, 2004                         /s/ Wong Peck Ling
                                             -----------------------------------
                                             Wong Peck Ling,
                                             President, Chief Financial Officer
                                             and Director
                                             (Principal Executive, Financial and
                                             Accounting Officer)