SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------

                                   FORM 10-KSB

[X]  Annual report under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

[ ]  Transition report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934
                        Commission File Number: 0-21394

                       DEVELOPED TECHNOLOGY RESOURCE, INC.

       MINNESOTA                                           41-1713474
       ---------                                           ----------
State of Incorporation                        I.R.S. Employer Identification No.

                            5223 INDUSTRIAL BOULEVARD
                             EDINA, MINNESOTA 55439
                             ----------------------
                      Address of Principal Executive Office

                                 (952) 820-0022
                                 --------------
                            Issuer's Telephone Number

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                                      NONE

         Securities registered under Section 12(g) of the Exchange Act:
                     COMMON STOCK, $0.01 PAR VALUE PER SHARE

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

Check if no disclosure of delinquent  filers  pursuant to Item 405 of Regulation
S-B contained in this form, and no disclosure will be contained,  to the best of
the registrant's  knowledge,  in the 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]

Issuer's revenues for its most recent fiscal year:  $0

As of March 20, 2003,  1,221,890  shares of the  Registrant's  Common Stock were
outstanding.   The   aggregate   market  value  of  the  Common  Stock  held  by
non-affiliates  of the registrant on such date,  based upon the closing price of
the Common  Stock of $1.75 as  reported by the OTC  Bulletin  Board on March 20,
2003 was $1,282,208.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None
    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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                                     PART I

     Statements other than historical  information included in this Form 10-KSB,
including without  limitation the statements under  Management's  Discussion and
Analysis of Financial Condition and Results of Operations,  should be considered
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange  Act of 1934.  These  statements  are  subject  to  certain  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  earnings  and  those  presently   anticipated  or  projected.   Such
assumptions, risks and uncertainties include 1) whether the proposed merger with
GelStat discussed under Item 1 will occur, and if it occurs, whether such merger
will be of any value to the Company;  2) estimate of future operating  expenses;
and 3) the collectibility of the notes receivable due from FMI, Phygen,  GelStat
and  shareholders.  DTR wishes to caution the reader not to place undue reliance
on any such forward-looking statements.

ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL

     Developed Technology  Resource,  Inc. (the Company or DTR) was incorporated
on November  13, 1991 in the State of  Minnesota  to locate  potentially  viable
technologies in the former Soviet Union (fSU) for transfer and sale to companies
in the West. During the first two years of operations,  the Company  experienced
limited  success in  technology  transfer  and shifted its focus to the sale and
distribution  of aviation  security  equipment in the fSU. In 1996,  the Company
sold its  aviation  security  sales and  service  business to shift its focus to
managing and developing food processing operations in the fSU.

At the end of 2000, the Company owned the following business interests:

o    A 10%  ownership  interest  in Phygen,  Inc.,  a privately  held  Minnesota
     corporation,  which owns and markets a process for hard  coating  tools and
     other metal products.

o    A royalty  interest  from Artann  Corporation,  a privately  held  Delaware
     corporation.  The  royalty  was based upon the gross  revenues  which would
     potentially be received by that corporation  from the manufacture,  sale or
     licensing of products or technology  covered by medically  related  patents
     owned  by  Artann  Corporation.  The  technology  patents  related  to  the
     measurement  of the hardness  and  elasticity  of human soft tissue,  which
     could be used as a diagnostic tool.

o    A 30% interest in FoodMaster International, LLC ("FMI"), a Delaware limited
     liability company which owns and operates,  through  subsidiaries,  several
     dairy  and  dairy  product  processing   facilities  in  the  countries  of
     Kazakhstan,  Moldova and Ukraine.  The Company  acquired  this  interest in
     1997,  and through  its  personnel,  managed  these fSU  enterprises  until
     November 1999.

o    A 40%  interest  in Savory  Snacks,  LLC,  a  Wisconsin  limited  liability
     company,  which  through a wholly  owned  subsidiary,  owns and  operates a
     potato chip factory in Talgar,  Kazakhstan.  This  interest was acquired in
     April 2000, when the Company converted a $123,305  receivable into that 40%
     interest.

     In January 2001, DTR sold its 10% ownership in Phygen,  Inc.  consisting of
96,818  shares of Phygen,  Inc.  common  stock to Phygen,  Inc's  president  and
principal shareholder for $314,658. DTR received $85,000 in cash plus a $229,658
note for the remainder of the balance.  This note bears interest at 6% per annum
and is due on January  10,  2004 and is secured by 70,664  shares in Phygen.  In
December

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<PAGE>

2002,  DTR  discounted  the note by $129,658 in exchange for  receiving an early
cash  payment of $75,000 and a revised note for $25,000  bearing  interest at 6%
per annum and due on December 27, 2005.

     In April 2001, DTR formed a wholly owned  subsidiary,  DTR-Med Pharma Corp.
DTR contributed its right to receive royalty  interest from Artann Corp. to this
subsidiary.  Pursuant to a third-party  appraisal  this right to future  royalty
interest was determined to have a fair market value of  approximately  $107,000.
On April 26, 2001, DTR declared a stock dividend, payable to the shareholders of
record on May 7, 2001, for each of its  shareholders of record on that date. The
dividend  consisted  of one  share  of the  common  stock  of its  wholly  owned
subsidiary,  DTR-Med Pharma Corp., for each share of DTR held at the record date
(1,221,890  shares).  The  payment  date  for the  dividend  was  May 15,  2001.
Additionally,  DTR and  DTR-Med  Pharma  Corp.  entered  into a  Stock  Exchange
Agreement with the shareholders of  Pro-Pharmaceuticals,  Inc., based in Newton,
Massachusetts,  whereby  DTR-Med Pharma Corp.  issued  12,354,670  shares of its
common  stock in exchange for all of the  outstanding  shares of common stock of
Pro-Pharmaceuticals,  Inc. The closing of the transaction  with the shareholders
of  Pro-Pharmaceuticals,  Inc.  occurred on May 15, 2001.  Since DTR's  original
basis in this right to receive royalty interest was written down to zero in past
years, there was no financial statement impact from the creation and spin-off of
this new subsidiary, DTR-Med Pharma Corp.

     In March 2002,  FMI redeemed  DTR's 30%  ownership  interest for a purchase
price of $1,500,000.  According to the terms of the agreement, FMI paid $500,000
cash and issued  two  promissory  notes to DTR.  The first  promissory  note for
$500,000 was due September 30, 2002,  and bears interest at 8% per annum through
June 30, 2002 and at 18% per annum  thereafter.  The second  promissory note for
$500,000  is due March 31,  2003,  and bears  interest  at 8% per annum  through
December 31, 2002 and at 18% per annum  thereafter.  By December  31, 2002,  DTR
received total proceeds of $1,024,188,  which included $24,188 of interest.  The
Company  recognized  $1.5  million  as a gain on the sale of FMI and  $57,174 in
interest  income on the notes during 2002. As of December 31, 2002,  DTR had one
remaining note  receivable from FMI with a principal  balance of $500,000,  plus
accrued  interest  of  $32,986.  By March 25,  2003,  DTR had  already  received
payments totaling $85,000 related to this note.

     In December 2002, Savory Snacks redeemed DTR's 40% ownership interest for a
purchase price of $1.

ONGOING BUSINESS STRATEGY

     As of  January 1,  2001,  the  Company  was no longer  actively  engaged in
operating business activities.  Therefore, the Company did not generate revenues
during 2002 and 2001. As of December 31, 2002, the remaining  material assets of
DTR  are its  cash,  its  $500,000  note  receivable  from  the  sale of its 30%
ownership in FMI, its $300,000 note  receivable  from GelStat  Corporation,  its
$25,000 note  receivable from the sale of its Phygen  ownership,  and notes from
shareholders,  which are classified as a reduction of shareholders' equity, with
aggregate remaining principal balances of $363,207.

     In November  2002,  the Company and its newly  formed 100%  subsidiary,  NP
Acquisition Corp.("NP  Acquisition"),  a Minnesota Corporation,  entered into an
Option   Agreement  with  GelStat   Corporation   ("GelStat"),   and  its  three
shareholders Stephen Roberts, James Higgins and Russell Mitchell which gives the
Company  the  option to enter  into an  agreement  providing  for the  merger of
GelStat into NP Acquisition.

     Under the Option  Agreement,  and prior to December 31,  2002,  the Company
loaned  GelStat  $300,000,  which is due  December 31,  2003.  In addition,  the
Company  loaned GelStat an additional  $50,000 on March 14, 2003,  which is also
due December 31, 2003.

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<PAGE>

     Although the option under the Option  Agreement may have expired and may no
longer be valid, the parties to the Option Agreement are continuing to negotiate
the definitive terms of a merger agreement. It is proposed that, should a merger
between GelStat and NP Acquisition  occur,  the GelStat  shareholders  would, by
virtue of the merger, own 60% of the Company's  outstanding common stock and the
current  shareholders  of the Company would own the remaining 40%. The business,
liabilities and assets of GelStat would be assumed by NP Acquisition. As part of
the  merger  transaction,  a new Board of  Directors  would be  selected  by the
GelStat  shareholders  except  for  Peter L.  Hauser,  who  would  remain on the
Company's Board of Directors.

     GelStat was organized in June 2002 for the purpose of producing,  marketing
and selling  over the counter  health  remedies,  including  migraine  and sleep
products.  GelStat has not yet begun the  commercial  production or marketing of
its  proposed  product,  and  is in an  early  development  stage.  There  is no
assurance that after  completion of the merger that  GelStat's  products will be
successfully developed and marketed.

EMPLOYEES

     Since January 1, 2001,  DTR had no employees.  The Company's  president and
chief financial officer works part time for the Company on an hourly basis as an
independent contractor.

ITEM 2.   DESCRIPTION OF PROPERTY

     The Company's corporate  headquarters are located in Edina,  Minnesota.  In
order to reduce costs, the Company moved its remaining assets to an office space
at 5223  Industrial  Blvd,  Edina,  Minnesota that it rents on a  month-to-month
basis for $100 per month.

ITEM 3.   LEGAL PROCEEDINGS

     There are no material legal proceedings  pending or threatened  against the
Company as of December 31, 2002 or as of the date of filing this Form 10-KSB.

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

     No matters were submitted to a vote of the  shareholders  during the fourth
quarter ended December 31, 2002.

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<PAGE>

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  $0.01 par value common stock (the "Common  Stock") is quoted
on the OTC Bulletin Board under the symbol of DEVT.OB.  The following table sets
forth the low and the high closing  sales prices for each quarter as reported on
the OTC Bulletin Board during the years ended December 31, 2002 and 2001.

                                             Closing Price
          CALENDAR 2002                  Low             High
          -------------                  ---             ----
          First Quarter               $   0.50         $  1.30
          Second Quarter                  1.10            0.30
          Third Quarter                   0.30            0.65
          Fourth Quarter                  0.65            1.30

          CALENDAR 2001
          -------------
          First Quarter               $   1.75         $  3.44
          Second Quarter                  2.05            3.25
          Third Quarter                   1.01            2.50
          Fourth Quarter                  0.55            1.10

     As of March 25,  2003,  the  Company had 50  shareholders  of record of its
Common Stock.  The Company  estimates  there are  approximately  435  beneficial
owners of its Common Stock. The transfer agent for the Company's Common Stock is
Wells Fargo Shareowner  Services,  161 North Concord  Exchange,  South St. Paul,
Minnesota, 55075-0738, telephone: (800) 468-9716 or (651) 450-4058.

     In May 2001,  the Company paid a stock  dividend  consisting  of all of the
shares of common  stock  (1,221,890  shares)  of its  wholly  owned  subsidiary,
DTR-Med Pharma Corp.,  on a share for share basis,  to shareholders of record on
May 7, 2001.  Aside from this stock  dividend,  the Company  has never  issued a
dividend to its Shareholders. The Board of Directors presently intends to retain
all  earnings,  if any,  for use in the  Company's  business in the  foreseeable
future. Any future determination as to declaration and payment of dividends will
be made at the discretion of the Board of Directors.

     Aside from the sale by  redemption  of its  ownership  interest  in FMI and
Savory  Snacks as discussed  under Item 1, the Company did not issue or sell any
securities  during 2002. Both  redemptions  were sales exempt from  registration
under Section 4(1) of the Securities Act of 1933.

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<PAGE>

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

     In April 2001, DTR formed a wholly owned  subsidiary,  DTR-Med Pharma Corp.
DTR contributed its right to receive royalty  interest from Artann Corp. to this
subsidiary.  Pursuant to a third-party  appraisal  this right to future  royalty
interest was determined to have a fair market value of  approximately  $107,000.
On April 26, 2001, DTR declared a stock dividend, payable to the shareholders of
record on May 7, 2001, for each of its  shareholders of record on that date. The
dividend  consisted  of one  share  of the  common  stock  of its  wholly  owned
subsidiary,  DTR-Med Pharma Corp., for each share of DTR held at the record date
(1,221,890  shares).  The  payment  date  for the  dividend  was  May 15,  2001.
Additionally,  DTR and  DTR-Med  Pharma  Corp.  entered  into a  Stock  Exchange
Agreement with the shareholders of  Pro-Pharmaceuticals,  Inc., based in Newton,
Massachusetts,  whereby  DTR-Med Pharma Corp.  issued  12,354,670  shares of its
common  stock in exchange for all of the  outstanding  shares of common stock of
Pro-Pharmaceuticals,  Inc. The closing of the transaction  with the shareholders
of  Pro-Pharmaceuticals,  Inc.  occurred on May 15, 2001.  Since DTR's  original
basis in this right to receive royalty interest was written down to zero in past
years, there is no financial  statement impact from the creation and spin-off of
this new subsidiary, DTR-Med Pharma Corp.

     On March 3, 1997,  DTR,  API Dairy  Partners LP and  Agribusiness  Partners
International   LP  II   (collectively   "API")   established   the   FoodMaster
International  LLC (FMI) joint venture to acquire and operate  dairy  processing
facilities in the former Soviet Union (fSU).  In March 2002,  FMI redeemed DTR's
30%  ownership  interest for a purchase  price of  $1,500,000.  According to the
terms of the agreement,  FMI paid $500,000 cash and issued two promissory  notes
to DTR. The first  promissory  note for $500,000 was due September 30, 2002, and
bears  interest  at 8% per  annum  through  June 30,  2002 and at 18% per  annum
thereafter.  The second  promissory note for $500,000 is due March 31, 2003, and
bears  interest at 8% per annum  through  December 31, 2002 and at 18% per annum
thereafter.  By December 31, 2002,  DTR received  total  proceeds of $1,024,188,
which included  $24,188 of interest.  The Company  recognized  $1.5 million as a
gain on the sale of FMI and $57,174 in interest income on the notes during 2002.
As of December 31, 2002, DTR has one remaining note  receivable  from FMI with a
principal  balance of $500,000,  plus accrued interest of $32,986.  By March 25,
2003, DTR had already received payments totaling $85,000 related to this note.

     In November  2002,  the Company and its newly  formed 100%  subsidiary,  NP
Acquisition Corp.("NP  Acquisition"),  a Minnesota Corporation,  entered into an
Option   Agreement  with  GelStat   Corporation   ("GelStat"),   and  its  three
shareholders Stephen Roberts, James Higgins and Russell Mitchell which gives the
Company  the  option to enter  into an  agreement  providing  for the  merger of
GelStat into NP Acquisition.

     Under the Option  Agreement,  and prior to December 31,  2002,  the Company
loaned  GelStat  $300,000,  which is due  December 31,  2003.  In addition,  the
Company  loaned GelStat an additional  $50,000 on March 14, 2003,  which is also
due December 31, 2003.

     Although the option under the Option  Agreement may have expired and may no
longer be valid, the parties to the Option Agreement are continuing to negotiate
the definitive terms of a merger agreement. It is proposed that, should a merger
between GelStat and NP Acquisition  occur,  the GelStat  shareholders  would, by
virtue of the merger, own 60% of the Company's  outstanding common stock and the
current  shareholders  of the Company would own the remaining 40%. The business,
liabilities and assets of GelStat would be assumed by NP Acquisition. As part of
the  merger  transaction,  a new Board of  Directors  would be  selected  by the
GelStat  shareholders  except  for  Peter L.  Hauser,  who  would  remain on the
Company's Board of Directors.

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<PAGE>

     GelStat was organized in June 2002 for the purpose of producing,  marketing
and selling  over the counter  health  remedies,  including  migraine  and sleep
products.  GelStat has not yet begun the  commercial  production or marketing of
its  proposed  product,  and  is in an  early  development  stage.  There  is no
assurance that after  completion of the merger that  GelStat's  products will be
successfully developed and marketed.

RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Revenues

     The Company  generated no revenues from  operations  during the years ended
December 31, 2002 and 2001.

General and administrative

     To support the  Company's  need to reduce costs,  the  Company's  president
resigned in January  2001,  but remained a  non-salaried  vice  president  and a
director of the Company.  The Company's chief financial officer was then elected
as president  and chief  executive  officer and continues to work on a part time
basis as an independent contractor in both positions.

     General and  administrative  expenses for the years ended December 31, 2002
and 2001  were  $144,427  and  $271,397,  respectively.  During  the year  ended
December  31,  2001,  the  Company  recognized   $116,338  of  compensation  and
employment  tax  expense  related  to  the  severance  package  for  its  former
president, $28,034 of past and future contingent rent expense, $1,079 of loss on
assets related to the abandonment of its former leasehold premises,  and $15,000
of legal  expenses  related to the formation  and spin-off of DTR's  subsidiary,
DTR-Med  Pharma Corp. The remaining  $110,946 of 2001 expenses  relate to normal
operating costs. The 2002 expenses  increased $33,481 above the normal operating
costs in 2001  primarily  as a result of  increased  legal and  accounting  fees
related  to  the  sale  of  investments   and  research  into  future   business
opportunities during 2002.

     DTR expects its operating  expenses to be between $100,000 and $150,000 for
2003  assuming  no  significant  changes  in the  Company's  operations  and the
proposed  merger  with  GelStat  does  not take  place.  These  expenses  relate
primarily to insurance and professional fees required for Company operations.

Non-cash stock compensation expense (benefit)

     The Financial Accounting Standards Board issued Interpretation No. 44 ("FIN
44"),  which  clarifies  the  application  of APB  Opinion  25  relating  to the
accounting  consequences of various modifications to fixed stock options. FIN 44
states that when an option is repriced or has a loan related to its exercise, it
is  treated  as a  variable  option  and is marked to market  each  quarter.  In
accordance  with FIN 44, the  underlying  options  related  to notes  receivable
($363,207 at December 31,  2002) from former  employees  are treated as variable
due to the  nature of the  notes  being  non-recourse  notes.  Accordingly,  any
difference  between the average  exercise  price of the options  ($1.22) and the
market price of the Company's common stock is recorded as compensation income or
expense at each reporting period.  However,  income is not recorded in excess of
previously recognized  compensation expense. During the years ended December 31,
2002 and 2001, DTR recognized $3,182 and ($78,216), respectively, of non-

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<PAGE>

cash stock  compensation  expense  (benefit)  related to the  issuance  of notes
receivable on exercised  employee  stock  options.  During 2001,  DTR recorded a
non-cash  benefit due to the lower market  value of its common stock  underlying
the notes  receivable at December 31, 2001 compared to the value at December 31,
2000.  During 2002,  DTR  recorded a non-cash  expense of $3,182 due to a higher
market value of its common  stock at December 31, 2002  compared to December 31,
2001.   Additionally  in  2002,  the  Company   recognized  $9,100  in  non-cash
compensation  expense  related  to the fair  value of options  and  warrants  it
issued.

     Due to the volatility of the market price of the Company's common stock, it
is incapable of predicting whether this expense will increase or decrease in the
future.  A $0.01 increase in the Company's  common stock price above the average
exercise  price  results in an expense of  approximately  $2,900 until the notes
receivable are repaid.

Other income and expense

     The Company  recorded  net  interest  income of $61,543 and $11,829 for the
years ended December 31, 2002 and 2001, respectively.  The large increase is due
to interest  recorded on its notes receivable from the sale of its 30% ownership
interest in FMI in March 2002.

     In January 2001, DTR sold its 10% ownership in Phygen,  Inc.  consisting of
96,818  shares of Phygen,  Inc.  common  stock to Phygen,  Inc's  president  and
principal shareholder for $314,658. DTR received $85,000 in cash plus a $229,658
note for the remainder of the balance. In December 2002, DTR discounted the note
by $129,658 in exchange  for  receiving  an early cash  payment of $75,000 and a
revised  note for $25,000  bearing  interest at 6% per annum and due on December
27, 2005. DTR's  investment value in Phygen,  Inc. had been written down to zero
prior to 1994, and due to collectibility uncertainties,  the Company had adopted
a cash basis of accounting.  Therefore, any proceeds received will be treated as
a gain as the cash  proceeds  are  received.  DTR recorded a gain related to the
sale of $75,000 and $85,000 in 2002 and 2001, respectively.

     During 2002, the Company  recognized  $1.5 million as a gain on the sale of
its 30% ownership  interest in FMI and $57,174 in interest income related to the
promissory notes received upon the sale.

     Prior to the sale of its 40%  ownership  interest in Savory Snacks LLC, DTR
recorded its proportionate  share of the net income or loss of Savory Snacks LLC
in the  statement  of  operations  as equity in loss of Savory  Snacks under the
equity method of accounting. In accordance with the equity method of accounting,
DTR recorded a loss of $12,180 and $25,514 for its  proportionate  share for the
years ended  December  31, 2002 and 2001,  respectively.  In 2002,  DTR recorded
$17,039 for its loss on the sale of its 40% ownership  interest in Savory Snacks
LLC for $1.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

     DTR used cash for operating  activities of $343,585 and $148,725 during the
years ended December 31, 2002 and 2001, respectively.  This increase of $194,862
in cash used was mainly due to the payment of accrued wages during 2002.

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<PAGE>

Investing Activities

     During 2002, DTR received  proceeds of $1,000,000  from the sale of its 30%
ownership  interest in FMI. DTR then loaned  $300,000 to Gelstat  Corporation in
accordance  with an Option  Agreement  that was  signed  in  November  2002,  as
discussed further in Item 1.

     DTR received  $75,000 and $85,000 in 2002 and 2001,  respectively  from the
proceeds on the sale of Phygen stock in 2001. During 2001, DTR sold and disposed
of various pieces of equipment for $1,445.

Financing Activities

     In February 2000,  options to purchase 125,000 shares of DTR's Common Stock
were exercised by a former employee at a purchase price of $1.22 per share.  The
Company received $70,000 in cash and a non-recourse promissory note for $82,500.
During 2002, the Company received $30,043 in principal payments on this note. By
February 28, 2003, this note was paid in full.

     During 2001,  two members of the  Company's  Board of  Directors  exercised
options for the purchase of a total of 30,000 shares of DTR's Common Stock which
provided the Company  with  $41,875  cash.  Additionally,  the Company  received
$18,750  from the  exercise of an option for the  purchase  of 30,000  shares of
Common Stock by its chief financial officer.

Liquidity

     As of January 2001, the Company was no longer actively engaged in operating
business activities.  In order to reduce costs, the Company abandoned its leased
premises in January 2001 and moved its remaining  assets to an office space that
it rents on a  month-to-month  basis for $100 per month. In addition,  the Board
and the  Company's  president  agreed in  January  2001 that he would  resign as
president,  but  remain a  non-salaried  vice  president  and  director  for the
Company. The Company's chief financial officer was then elected as president and
chief  executive  officer  and will  continue to work on a part time basis as an
independent  contractor  in both  positions.  Due to their low cash  position in
2001, the Company deferred payment on salaries and legal expenses that were due.
During 2002, the Company paid  approximately  $205,000 in back wages,  legal and
other prior year accrued  liabilities from the proceeds  received on the sale of
its investment in FMI as detailed below.

     As noted above,  in March 2002, FMI redeemed  DTR's 30% ownership  interest
for a purchase  price of  $1,500,000.  By December 31, 2002,  DTR received total
proceeds  of  $1,024,188,  which  included  $24,188  of  interest.  The  Company
recognized  $1.5  million as a gain on the sale of FMI and  $57,174 in  interest
income on the notes during 2002.

     On February 1, 2000,  an  employee  exercised  his right under an option to
purchase  125,000 shares of the Company's Common Stock. The former employee paid
the Company $70,000 and gave the Company a non-recourse  promissory note bearing
interest at 4.87% per annum for the balance owed of $82,500.  The  principal and
interest are due in five equal annual installments  beginning February 2001. DTR
received  approximately  $41,025 in cash from principal and interest payments on
this note during 2002,  and payment in full by February  2003.  In January 2001,
the Company's former  president  exercised an option for the purchase of 247,500
shares of Common Stock,  and gave the Company a non-recourse  note for $310,750.
This note bears  interest at the rate of 5% per annum,  and is due in four equal
annual

                                       9
<PAGE>

installments  beginning December 31, 2003. Notes receivable from shareholders of
$363,207 at  December  31, 2002 are  recorded  as a reduction  in  shareholders'
equity.

     With the receipt of proceeds from investing and financing activities during
2002,  the  Company  has paid  the  majority  of its  current  liabilities.  The
remaining cash proceeds will be used to fund the Company's  ongoing  expenses of
approximately $10,000 per month through 2003 to maintain its corporate existence
and SEC filing  requirements.  The Company  cannot predict its cash needs if the
proposed merger with GelStat, as discussed above, is consummated.

Critical Accounting Policies

     During 2001,  DTR sold its  interests  Phygen,  Inc.  Due to  uncertainties
related  to the  collectibility  and  realization  of  the  proceeds  from  this
transaction,  DTR will recognize the remaining  $25,000 gain from this sale on a
cash basis of accounting.  Additionally, the Company will not recognize interest
income on the Phygen note until the cash is  received.  As of December 31, 2002,
DTR had a $500,000 note receivable plus $32,986 in accrued  interest  receivable
from FMI related to the sale of its 30%  ownership  interest in FMI as discussed
above.

Contractual Obligations and Commitments

     In order to reduce  costs,  the Company  abandoned  its leased  premises in
January 2001. However, this operating lease did not expire until April 30, 2002.
As of December 31, 2002,  the Company has accrued a net amount of $24,671.  This
includes  all unpaid  amounts of $28,034  due under the lease less its  security
deposit of $3,363.  The Company does not have any other significant  contractual
obligations or commitments.

                                       10
<PAGE>

ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS - DEVELOPED TECHNOLOGY RESOURCE, INC.

               Report of Independent Certified Public Accountants

The Board of Directors and Shareholders
DEVELOPED TECHNOLOGY RESOURCE, INC.
Edina, Minnesota:

We have  audited  the  accompanying  consolidated  balance  sheet  of  Developed
Technology Resource, Inc. and subsidiaries (the Company) as of December 31, 2002
and the related consolidated statements of operations,  shareholders' equity and
cash flows for the year 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 audit.

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

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

                                        /s/ Gallogly, Fernandez & Riley, LLP

Orlando, Florida
March 20,2003

                                       11
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
DEVELOPED TECHNOLOGY RESOURCE, INC.
Edina, Minnesota:

We  have  audited  the  accompanying   consolidated  statements  of  operations,
shareholders'  equity (deficit) and cash flows of Developed Technology Resource,
Inc. and subsidiaries  (the Company) for the year ended December 31, 2001. 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 audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the results of operations and the cash flows
of  Developed  Technology  Resource,  Inc. and  subsidiaries  for the year ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States of America.

                                             /s/ KPMG LLP

Minneapolis, Minnesota
March 27, 2002

                                       12
<PAGE>

                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS
Current Assets:
     Cash and cash equivalents                                     $    462,658
     Other receivables                                                   54,551
     Notes receivable                                                   800,000
     Prepaid and other current assets                                    19,650
                                                                   ------------

         Total current assets                                         1,336,859

Furniture and Equipment, net                                                367
Long-lived Assets Held for Disposal                                         939
Note Receivable from Sale of Phygen Investment                           25,000
                                                                   ------------

                                                                   $  1,363,165
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                              $      1,866
     Accrued compensation                                                 1,125
     Accrued lease commitments                                           24,671
     Accrued liabilities                                                 17,748
                                                                   ------------
              Total current liabilities                                  45,410

Non-current Deferred Gain                                                25,000
                                                                   ------------
         Total liabilities                                               70,410
                                                                   ------------

Commitments and Contingencies (Note 7)

Shareholders' Equity:
     Undesignated stock, $.01 par value, 1,666,667
         shares authorized, no shares issued or
         outstanding                                                         --
     Common stock, $.01 par value, 3,333,334
         shares authorized, 1,221,890 shares issued
         and outstanding                                                 12,219
     Additional paid-in capital                                       6,790,776
     Notes receivable                                                  (363,207)
     Accumulated deficit                                             (5,147,033)
                                                                   ------------
         Total shareholders' equity                                   1,292,755
                                                                   ------------

                                                                   $  1,363,165
                                                                   ============

        See accompanying notes to the consolidated financial statements.

                                       13
<PAGE>

                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                             YEAR ENDED
                                                            DECEMBER 31,
                                                    ---------------------------
                                                        2002           2001
                                                    ------------   ------------

Cost and Expenses:
     General and administrative                          144,427        271,397
     Non-cash stock compensation expense (benefit)        12,282        (78,216)
                                                    ------------   ------------
                                                         156,709        193,181
                                                    ------------   ------------

Other Income (Expense):
     Interest income, net                                 61,543         11,829
     Gain on sale of equipment to FMI                     11,890          3,052
     Gain on sale of FMI                               1,500,000             --
     Gain on sale of Phygen stock                         75,000         85,000
     Gain on sale of aviation securities                      --          1,751
     Loss on sale of Savory Snacks                       (17,039)            --
     Equity in loss of Savory Snacks                     (12,180)       (25,514)
                                                    ------------   ------------
                                                       1,619,214         76,118
                                                    ------------   ------------

Net Income (Loss)                                   $  1,462,505   $   (117,063)
                                                    ============   ============

Net Income (Loss) per Common Share:
     Basic                                          $       1.20   $      (0.10)
                                                    ============   ============

     Diluted                                        $       1.19   $      (0.10)
                                                    ============   ============

Weighted Average Shares Outstanding:
      Basic                                            1,221,890      1,188,851
                                                    ============   ============

      Diluted                                          1,225,183      1,188,851
                                                    ============   ============

        See accompanying notes to the consolidated financial statements.

                                       14
<PAGE>

                       DEVELOPED TECHNOLOGY RESOURCE, INC.
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                          Common Stock                Additional
                                  -----------------------------        Paid-in           Notes         Accumulated
                                     Shares           Amount           Capital        Receivable         Deficit           Total
                                  ------------     ------------     ------------     ------------     ------------     ------------
<S>                               <C>              <C>              <C>              <C>              <C>              <C>
December 31, 2000                      930,820            9,308        6,508,290          (82,500)      (6,492,475)         (57,377)

     Exercise of stock options         307,500            3,075          368,300         (310,750)              --           60,625

     Foreclosure of shares             (16,430)            (164)         (19,880)              --               --          (20,044)

     Stock-based compensation
         benefit                            --               --          (78,216)              --               --          (78,216)

     Net loss                               --               --               --               --         (117,063)        (117,063)
                                  ------------     ------------     ------------     ------------     ------------     ------------

December 31, 2001                    1,221,890           12,219        6,778,494         (393,250)      (6,609,538)        (212,075)

     Payment on notes                       --               --               --           30,043               --           30,043

     Stock-based compensation
         expense                            --               --           12,282               --               --           12,282

     Net income                             --               --               --               --        1,462,505        1,462,505
                                  ------------     ------------     ------------     ------------     ------------     ------------

December 31, 2002                    1,221,890     $     12,219     $  6,790,776     $   (363,207)    $ (5,147,033)    $  1,292,755
                                  ============     ============     ============     ============     ============     ============
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                       15
<PAGE>

                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    YEAR ENDED
                                                                   DECEMBER 31,
                                                               2002             2001
                                                           ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>              <C>
     Net Income (Loss)                                     $  1,462,505     $   (117,063)
     Adjustments to reconcile net income (loss) to cash
          used by operating activities:
          Depreciation                                            3,644            6,367
          Stock-based compensation expense (benefit)             12,282          (78,216)
          Gain on sale of FMI                                (1,500,000)              --
          Gain on sale of Phygen stock                          (75,000)         (85,000)
          Gain on stock redemption                                   --           (1,751)
          Gain on sale of equipment to FMI                      (11,890)          (3,052)
          Loss on sale of furniture and equipment                    --            4,394
          Loss on sale of Savory Snacks                          17,039
          Equity in loss of Savory Snacks                        12,180           25,514
     Changes in operating assets and liabilities:
          Receivables                                           (26,744)         (17,292)
          Receivable from Savory Snacks                              --              187
          Prepaid and other current assets                      (12,550)             777
          Accounts payable and accrued liabilities             (225,051)         116,410
                                                           ------------     ------------
          Net cash used by operating activities                (343,585)        (148,725)
                                                           ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Invested in note receivable                               (300,000)              --
     Proceeds from sale of FMI                                1,000,000               --
     Proceeds from sale of Phygen stock                          75,000           85,000
     Proceeds from sale of furniture and equipment                   --            1,445
                                                           ------------     ------------
          Net cash provided by investing activities             775,000           86,445
                                                           ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from shareholder notes receivable                  30,043               --
     Proceeds from exercise of stock options                         --           60,625
                                                           ------------     ------------
          Net cash provided by financing activities              30,043           60,625
                                                           ------------     ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                461,458           (1,655)

CASH AND CASH EQUIVALENTS, Beginning of year                      1,200            2,855
                                                           ------------     ------------

CASH AND CASH EQUIVALENTS, End of year                     $    462,658     $      1,200
                                                           ============     ============
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                       16
<PAGE>

                       DEVELOPED TECHNOLOGY RESOURCE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Business and Proposed Merger
     ----------------------------
     As of  January 1, 2001,  the  Developed  Technology  Resource,  Inc.  ("the
     Company"  or "DTR") is no longer  actively  engaged in  operating  business
     activities.  As of December 31, 2002, the remaining  material assets of DTR
     are its cash,  its  $500,000  note  receivable,  plus  accrued  interest of
     $32,986  from the sale of its 30%  ownership  in  FoodMaster  International
     L.L.C.  ("FMI"), its $25,000 note receivable from the sale of its 10% stock
     interest  in Phygen,  Inc.  ("Phygen"),  and notes from  shareholders  with
     aggregate remaining principal balances of $363,207, which are classified as
     a reduction of shareholders'  equity.  Gains from the sale of the Company's
     interest in Phygen are fully deferred until collected.

     The consolidated  financial  statements include the accounts of DTR and its
     wholly owned  subsidiary,  NP Acquisition  Corp.,  a Minnesota  Corporation
     created in November 2002.

     In November 2002, the Company and its subsidiary,  NP Acquisition Corp.("NP
     Acquisition")  entered into an Option  Agreement  with GelStat  Corporation
     ("GelStat"),  and its three shareholders Stephen Roberts, James Higgins and
     Russell  Mitchell  which  gives the  Company  the  option to enter  into an
     agreement providing for the merger of GelStat into NP Acquisition.

     Under the Option  Agreement,  and prior to December 31,  2002,  the Company
     loaned GelStat $300,000,  which is due December 31, 2003. In addition,  the
     Company  loaned GelStat an additional  $50,000 on March 14, 2003,  which is
     also due December 31, 2003.

     Although the option under the Option  Agreement may have expired and may no
     longer be valid,  the parties to the Option  Agreement  are  continuing  to
     negotiate the definitive terms of a merger agreement.  It is proposed that,
     should a merger  between  GelStat  and NP  Acquisition  occur,  the GelStat
     shareholders  would,  by virtue  of the  merger,  own 60% of the  Company's
     outstanding common stock and the current  shareholders of the Company would
     own the  remaining  40%. The  business,  liabilities  and assets of GelStat
     would be assumed by NP Acquisition.  As part of the merger  transaction,  a
     new Board of Directors would be selected by the GelStat shareholders except
     for Peter L. Hauser, who would remain on the Company's Board of Directors.

     GelStat was organized in June 2002 for the purpose of producing,  marketing
     and selling over the counter health remedies,  including migraine and sleep
     products.  GelStat has not yet begun the commercial production or marketing
     of its proposed product,  and is in an early development stage. There is no
     assurance that after completion of the merger that GelStat's  products will
     be successfully developed and marketed.

     Basis of Presentation
     ---------------------
     In 2001 and a  portion  of 2002,  DTR  owned  30% of FMI and 40% of  Savory
     Snacks.  The Company records its  proportionate  share of the net income or
     loss in the  statements of operations as equity in income or loss of FMI or
     Savory Snacks under the equity method of accounting.

                                       17
<PAGE>

     Cash and Cash Equivalents
     -------------------------
     Cash and cash  equivalents  include  all  highly  liquid  investments  with
     original maturities of three months or less at the time of purchase.

     Furniture and Equipment
     -----------------------
     Furniture and equipment are recorded at cost. Depreciation is calculated on
     the  straight-line  basis over the  estimated  useful  lives of the assets,
     primarily three to five years.

     Income Taxes
     ------------
     The Company utilizes the asset and liability method to financial accounting
     and reporting for income taxes.  Deferred income tax assets and liabilities
     are computed annually for differences  between the financial  statement and
     tax  basis of  assets  and  liabilities  that will  result  in  taxable  or
     deductible  amounts  in the  future  based on  enacted  tax laws and  rates
     applicable to the periods in which the  differences  are expected to affect
     taxable  income.  Valuation  allowances are  established  when necessary to
     reduce  deferred tax assets to the amount  expected to be realized.  Income
     tax expense is the tax payable or  refundable  for the period plus or minus
     the change during the period in deferred tax assets and liabilities.

     Net Income (Loss) per Common Share
     ----------------------------------
     Basic and diluted net income  (loss) per share is computed by dividing  the
     net income (loss) by the weighted  average number of shares of common stock
     outstanding  during the period.  Stock options and warrants are included in
     the  calculation of diluted net income per share,  using the treasury stock
     method, when the result is dilutive.

     Stock Based Compensation
     ------------------------
     The Company accounts for its stock-based employee  compensation plans under
     the accounting  provisions of Accounting  Principles  Board Opinion No. 25,
     "Accounting for Stock Issued to Employees", and has furnished the pro forma
     disclosures  required  under  Statement of Financial  Accounting  Standards
     ("SFAS") No. 123, "Accounting for Stock-Based  Compensation",  and SFAS No.
     148, "Accounting for Stock-Based Compensation - Transition and Disclosure".
     See Note 8 for additional disclosures on the Company's stock-based employee
     compensation plans.

     SFAS No. 123,  "Accounting  for Stock  Based  Compensation",  requires  the
     Company to provide pro- forma  information  regarding net income (loss) and
     earnings (loss) per share amounts as if compensation cost for the Company's
     employee and director stock options had been  determined in accordance with
     the fair market  value-based method prescribed in SFAS No. 123. The Company
     estimates  the fair value of each stock option at the grant date by using a
     Black-Scholes option-pricing model. The following assumptions were used for
     options issued during the periods:

                                         Year Ended December 31,
                                           2002           2001
                                           ----           ----
     Dividend Yield                        None           None
     Volatility                            271%           122%
     Risk Free Interest Rate               4.25%          5.5%
     Expected Lives in Months              12             12

                                       18
<PAGE>

     Under the  accounting  provisions of SFAS No. 123, the Company's net income
     (loss) and net income  (loss) per basic and  diluted  share would have been
     reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                                      2002             2001
                                                                  ------------     ------------
<S>                                                               <C>              <C>
     Net income (loss) as reported                                $  1,462,505     $   (117,063)
     Add: Stock-based employee compensation expense
       included in reported net income                                   9,100               --
     Deduct: Stock-based employee compensation expense
       determined under fair value based method for all awards         (26,800)          (4,200)
                                                                  ------------     ------------
     Pro forma net income (loss)                                  $  1,444,805     $   (121,263)
                                                                  ============     ============

     Earnings (loss) per share:
          Basic - as reported                                     $       1.20     $      (0.10)
                                                                  ============     ============
          Basic - pro forma                                       $       1.18     $      (0.10)
                                                                  ============     ============
          Diluted - as reported                                   $       1.19     $      (0.10)
                                                                  ============     ============
          Diluted - pro forma                                     $       1.18     $      (0.10)
                                                                  ============     ============
</TABLE>

     Use of Estimates
     ----------------
     The  preparation of  consolidated  financial  statements in conformity with
     accounting  principles  generally  accepted in the United States of America
     requires  management  to make  estimates  and  assumptions  that affect the
     reported  amounts of assets and liabilities at the date of the consolidated
     financial  statements  and reported  amounts of revenues and expense during
     the reporting  period.  The  Company's  significant  estimates  include the
     valuation of its notes  receivable from the sale of its ownership in FMI in
     2002 and Phygen in 2001. Actual results could differ from those estimates.

     New Accounting Pronouncements
     -----------------------------
     In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 146 "Accounting for Costs Associated with Exit or Disposal Activities,"
     which is effective  January 1, 2003.  SFAS 146  provides  that an exit cost
     liability  should  not  always  be  recorded  at the  date  of an  entity's
     commitment  to an exit  plan,  but  instead  should  be  recorded  when the
     obligation is incurred.  An entity's  commitment to a plan, by itself, does
     not create an  obligation  that meets the  definition  of a liability.  The
     Company does not expect SFAS 146 to have a material impact on its financial
     condition and results of operations.

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
     Standards No. 148, "Accounting for Stock-Based  Compensation-Transition and
     Disclosure-an amendment of FAS 123" ("SFAS No. 148"). This statement amends
     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation" ("SFAS No. 123"), to provide alternative methods
     of  transition  for a voluntary  change to the fair value  based  method of
     accounting for stock-based employee  compensation and amends the disclosure
     requirements  to SFAS No.  123 to  require  prominent  disclosures  in both
     annual and interim financial  statements about the method of accounting for
     stock-based  employee  compensation  and the effect of the  method  used on
     reported results.  The transition and annual disclosure  provisions of SFAS
     No. 148 are effective for fiscal years ending after  December 15, 2002. The
     Company  adopted SFAS No. 148 during its fourth  quarter ended December 31,
     2002 and it did not  have a  material  impact  on the  Company's  financial
     statements.

                                       19
<PAGE>

     Reclassifications
     -----------------
     Certain  amounts in the 2001  consolidated  financial  statements have been
     reclassified to conform to the 2002 basis of presentation.


2.   INVESTMENT IN FOODMASTER INTERNATIONAL L.L.C. (FMI)
     ---------------------------------------------------
     In March  2002,  FMI  redeemed  DTR's 30%  ownership  interest in FMI for a
     purchase price of $1,500,000.  According to the terms of the agreement, FMI
     paid  $500,000  cash and  issued  two  promissory  notes to DTR.  The first
     promissory  note for  $500,000  was due on  September  30,  2002,  and bore
     interest  at 8% per  annum  through  June  30,  2002  and at 18% per  annum
     thereafter.  The second promissory note for $500,000 is due March 31, 2003,
     and bore interest at 8% per annum through  December 31, 2002 and at 18% per
     annum  thereafter.  By December 31, 2002,  DTR received  total  proceeds of
     $1,024,188, which included $24,188 of interest. The Company recognized $1.5
     million as a gain on the sale of FMI and $57,174 in interest  income on the
     notes during 2002.  As of December 31,  2002,  DTR has one  remaining  note
     receivable  from FMI with a principal  balance of  $500,000,  plus  accrued
     interest of $32,986.

     Before the sale in March,  FMI  incurred  approximately  $250,000 in losses
     from January to February 2002.  However,  the Company did not recognize its
     pro-rata  share of FMI's losses for these two months and $875,447 of losses
     accrued prior to December 31, 2001,  since the Company's net  investment in
     FMI was already reduced to zero.


3.   INVESTMENT IN SAVORY SNACKS L.L.C.
     ----------------------------------
     In April 2000, DTR agreed to convert $123,305 of its receivable from Savory
     Snacks LLC ("Savory Snacks") to a 40% ownership  interest in Savory Snacks.
     This Wisconsin-based  company has a 100% ownership interest in a snack food
     production company in Talgar,  Kazakhstan. DTR also converted its remaining
     $200,000  receivable to a convertible  note receivable  bearing interest at
     12% per annum.  Due to a lack of working capital in the  subsidiary,  there
     was no  guarantee  when and if the  party  would be able to repay the note.
     Therefore,  the Company fully reserved this $200,000 receivable in December
     2000.

     In December 2002, Savory Snacks redeemed DTR's 40% ownership interest for a
     purchase price of $1. Upon the sale, DTR wrote off the $200,000 reserve and
     the remaining $17,039 value of its investment was recorded as a loss.

     Prior to the sale,  DTR  recorded  its  proportionate  share of the loss of
     Savory  Snacks in the  statements of operations as equity in loss of Savory
     Snacks under the equity method of accounting.  The Company's pro-rata share
     of  Savory  Snacks  losses  for  2002 and 2001  was  $12,180  and  $25,514,
     respectively.

4.   NOTES RECEIVABLE
     ----------------
     As further  discussed  in Note 2, in March  2002,  FMI  redeemed  DTR's 30%
     ownership interest in FMI for a purchase price of $1,500,000.  According to
     the  terms  of the  agreement,  FMI  paid  $500,000  cash  and  issued  two
     promissory  notes for $500,000  each to DTR. As of December  31, 2002,  DTR
     holds one remaining  promissory  note for $500,000,  which is due March 31,
     2003, and bears interest at 8% per annum through  December 31, 2002, and at
     18% per annum thereafter.  Subsequent to December 31, 2002, DTR had already
     received payments totaling $85,000 related to this note.

                                       20
<PAGE>

     In accordance with an Option  Agreement that was signed in November 2002 as
     further  discussed in Note 1, DTR loaned  $300,000 under a promissory  note
     bearing  interest at 8% per annum and due on  December  31, 2003 to GelStat
     Corporation.  On March 14, 2003,  DTR loaned an additional  $50,000 under a
     promissory  note  bearing  interest at 8% per annum and due on December 31,
     2003. If GelStat and NP  Acquisition  Corp.  are merged as discussed  under
     Note 1, these loans would be eliminated in consolidation.

     In January 2001, DTR sold its 10% ownership in Phygen,  Inc.  consisting of
     96,818 shares of Phygen,  Inc. common stock to Phygen,  Inc's president and
     principal  shareholder  for $314,658.  DTR received  $85,000 in cash plus a
     $229,658 note for the remainder of the balance. This note bears interest at
     6% per annum and is due on January 10, 2004. This note is secured by 70,664
     shares in Phygen.  DTR's investment value in Phygen,  Inc. had been written
     down to zero  prior to  1994.  Therefore,  any  proceeds  received  will be
     treated as a gain as the cash proceeds are received.  In December 2002, DTR
     discounted  the note by $129,658 in exchange  for  receiving  an early cash
     payment of $75,000 and a revised  note for $25,000  bearing  interest at 6%
     per annum and due on December 27, 2005.  DTR recorded a gain related to the
     sale  of  $75,000  and  $85,000  in 2002  and  2001,  respectively.  Due to
     collectibility  concerns,  DTR has deferred the remaining  $25,000 gain and
     recognition of interest income until the receipt of future cash.


5.   FURNITURE AND EQUIPMENT
     -----------------------
     Furniture and equipment are summarized as follows:

                                        Estimated
                                       Useful Life
                                       -----------
     Software                           3-5 years         $    3,533
     Furniture & equipment              3-5 years              2,444
                                                          ----------
                                                               5,977
     Less accumulated depreciation                             5,610
                                                          ----------
     Furniture and equipment, net                         $      367
                                                          ==========

6.   LONG-LIVED ASSETS HELD FOR DISPOSAL
     -----------------------------------
     Assets to be disposed of are reported at the lower of the  carrying  amount
     or fair value less costs to sell. The Company has reclassified  assets that
     are no longer being used to long-lived assets held for disposal. The assets
     had an original  cost  $12,075 and a net book value at December 31, 2002 of
     $939. The Company  believes that this is a reasonable  value of the current
     fair market value for these assets.

7.   COMMITMENTS & CONTINGENCIES
     ---------------------------
     In order to reduce  costs,  the Company  abandoned  its leased  premises in
     January  2001 and moved its  remaining  assets to an office  space  that it
     rents on a  month-to-month  basis for $100 per month. At December 31, 2001,
     the Company  had  accrued  all unpaid and future  amounts due under the old
     lease in the amount of $28,034.  In January  2002,  the Company  offset its
     security  deposit of $3,363  against  the  obligation  leaving a balance of
     $24,671 accrued at December 31, 2002.

     Rent  expense was $1,200 and $29,134 for the years ended  December 31, 2002
     and 2001, respectively.

                                       21
<PAGE>

8.   CAPITAL STOCK
     -------------
     Under the  Company's  1992 Stock  Option Plan,  as amended (the Plan),  the
     Board of Directors may grant  qualified or  nonqualified  options for up to
     600,000  shares of common stock to  employees  and  non-employees.  Options
     granted  to  employees  generally  vest over a  five-year  period.  Certain
     options  granted  to  employees  contain   provisions  whereby  vesting  is
     accelerated  in the event  the  employee  is  terminated  without  cause as
     defined in the option  agreements.  Options granted to  non-employees  vest
     equally over one year after the date of grant and are  exercisable  for ten
     years from the date of grant.

     On  November  6, 1997,  the Board of  Directors  adopted  the 1997  Outside
     Directors Stock Option Plan,  superseding the 1993 Outside  Directors Stock
     Option Plan.  Under the terms of this plan,  the Company  reserved  100,000
     shares of common  stock for issuance to outside  directors as  compensation
     for their services as board members. Options for the purchase of shares are
     issued to the  directors  each  year  upon  their  election  at the  annual
     shareholders  meeting and vest quarterly throughout the year. The number of
     options  granted each year is  determined by the Board of Directors and the
     option  price will be set at the average  between the bid and ask prices of
     the Company's Common Stock on the date of issuance.

     The following table summarizes the information  about the Company's warrant
     and stock option activity for the years ended December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                 1992 Stock Option Plan    Outside                  Weighted-
                                 ----------------------   Directors                  Average
                                              Employee   Stock Option               Exercise
                                  Warrants    Options        Plan        Total     Price/Share
                                  --------    --------     --------     --------     --------
<S>                               <C>         <C>          <C>          <C>          <C>
Balance, December 31, 2000              --     277,500       45,000      322,500     $   1.27

Exercised                               --    (277,500)     (30,000)    (307,500)    $   1.21

Granted                                 --      10,000           --       10,000     $   0.90
                                  --------    --------     --------     --------     --------

Balance, December 31, 2001              --      10,000       15,000       25,000     $   1.86

Expired                                 --     (10,000)          --      (10,000)    $   0.90

Granted                             10,000          --       30,000       40,000     $   0.70
                                  --------    --------     --------     --------     --------

Balance, December 31, 2002          10,000          --       45,000       55,000     $   1.19
                                  ========    ========     ========     ========     ========

Exercisable, December 31, 2002      10,000          --       45,000       55,000     $   1.19
                                  ========    ========     ========     ========     ========
</TABLE>

                                       22
<PAGE>

     The following table summarizes  information about the Company's stock plans
at December 31, 2002:

<TABLE>
<CAPTION>
                             Options Outstanding                    Options Exercisable
                  ----------------------------------------     ----------------------------
                                  Weighted-      Weighted-                        Weighted-
                     Number        Average        Average         Number           Average
   Range of       Outstanding     Remaining      Exercise      Exercisable        Exercise
Exercise Price    at 12/31/02    Life (years)      Price       at 12/31/02          Price
-------------     -----------    ------------    ---------     -----------        ---------
<C>                <C>               <C>           <C>           <C>                  <C>
$0.70                40,000          4.82          $0.70           40,000           $0.70
$1.50                 5,000          1.88          $1.50            5,000           $1.50
$3.00                10,000          0.28          $3.00           10,000           $3.00
                   --------                                      --------
                     55,000                                        55,000
                   ========                                      ========
</TABLE>

     On February 1, 2000, an employee  exercised  his right to purchase  125,000
     shares of the Company's  Common Stock. The former employee paid the Company
     $70,000  and  gave the  Company  a  non-recourse  promissory  note  bearing
     interest at 4.87% per annum for the balance owed of $82,500.  The principal
     and interest are due in five equal annual  installments  beginning February
     2001.  This  note is  secured  by 90,000  shares  exercised  by the  former
     employee. By February 2003, this note was paid in full.

     On January 13, 2000, the Board of Directors  agreed to amend the employment
     agreement of the Company's President. The Board voted to reduce his current
     number of stock  options from  250,000 to 207,500,  to grant him 40,000 new
     stock options, and to offer him the option of a loan bearing interest at 5%
     per annum to  purchase  these  options in the event  that he is  terminated
     without  cause.  On  February  2,  2001,  the  Company's  former  president
     exercised  his right to purchase  247,500  shares of the  Company's  Common
     Stock,  and gave the Company a non-recourse  promissory  note for $310,750.
     This note bears interest at the rate of 5% per annum,  is due in four equal
     annual installments  beginning December 31, 2003, and is secured by all the
     shares exercised.

     In  accordance  with FIN 44, the  underlying  options  related to the notes
     receivable  from  former  employees  ($363,207  at December  31,  2002) are
     treated  as  variable  due to the  nature of the notes  being  non-recourse
     notes.  Accordingly,  any difference  between the average exercise price of
     the options  ($1.22) and the market price of the Company's  Common Stock is
     recorded  as  compensation  income or  expense  at each  reporting  period.
     However,  income  is  not  recorded  in  excess  of  previously  recognized
     compensation  expense.  During the years ended  December 31, 2002 and 2001,
     DTR  recognized  $3,182 and  ($78,216),  respectively,  of  non-cash  stock
     compensation  expense (benefit) related to the issuance of notes receivable
     on exercised  employee stock  options.  Due to the volatility of the market
     price of the Company's Common Stock, it is incapable of predicting  whether
     this expense will increase or decrease in the future.  A $0.01  increase in
     the Company's  Common Stock price above the average  exercise price results
     in an expense of approximately $2,900 until the notes are repaid.

     On December 18, 2000, the Board of Directors agreed to amend the employment
     agreement of the Company's chief financial officer.  The Board canceled her
     existing 15,000 options which were exercisable at an average price of $1.83
     per share and granted her 30,000 new stock  options at the market  price of
     $.625 per share with the option of a non-recourse  loan bearing interest at
     5% per annum to purchase  these  options at any time upon their  vesting on
     March 31, 2001. On April 6, 2001, the Company's chief financial officer and
     current president exercised her right to purchase these

                                       23
<PAGE>

     30,000  shares  of the  Company's  Common  Stock,  and gave the  Company  a
     non-recourse  promissory note for $18,750.  The note was immediately offset
     by $13,000  in back  wages  that was owed from  2000,  leaving a balance of
     $5,750. The remaining balance was paid in full by December 31, 2001.

     In April 2001,  two members of the Company's  Board of Directors  exercised
     options to purchase a total of 30,000 shares of DTR's Common  Stock,  which
     provided the Company with $41,875 cash.

     On November 17, 2001, the Company agreed to borrow money from its president
     and chief financial  officer to have funds  available for working  capital.
     The funds  received were unsecured and bore interest at 12%. In April 2002,
     the Company repaid approximately $7,000 including principal and interest on
     all amounts received.  In November 2001, the Board of Directors also agreed
     to issue the president  and chief  financial  officer  10,000 stock options
     exercisable  at the then current  market price of $.90 per share.  A $4,200
     non-cash  compensation expense was recorded in January 2002, in relation to
     this stock  option.  However,  these  options  expired in 2002. In November
     2002,  the Board of  Directors  issued the  president  and chief  financial
     officer  10,000  warrants  for her  services in 2001 and 2002.  The Company
     recognized  $4,900 in  non-cash  compensation  expense  related to the fair
     value of these warrants.

     In October  2002,  the Board issued  options to purchase  10,000  shares of
     DTR's Common Stock to each  director at the market price of $0.70 per share
     for their services in 2001 and 2002.

     A former employee had pledged 16,430 of his shares of DTR's Common Stock as
     collateral  for a loan  related  to the  sale of  DTR's  aviation  security
     business.  In  December  2000,  the former  employee  was in default on all
     payments and DTR began  foreclosure  proceedings on the pledged shares.  In
     April 2001,  DTR cancelled  these shares at a value of $20,044.  The $1,751
     difference   between  the  stock  value  and  the  $18,293  receivable  was
     recognized  as gain  from  sale of  aviation  securities  in the  Company's
     statements of operations for the year ended December 31, 2001.

9.   SPIN-OFF
     --------
     In April 2001, DTR formed a wholly owned  subsidiary,  DTR-Med Pharma Corp.
     DTR contributed its right to receive royalty  interest from Artann Corp. to
     this  subsidiary.  This royalty  interest  relates to a medical  technology
     which is designed to permit the measurement,  through a pressure  sensitive
     system,   of  the   elasticity   and  hardness  of  soft  tissue.   Through
     digitization,  a  clinician  using this system is able to generate an image
     showing  the size and  location  of nodules in human  tissue,  as an aid to
     cancer  detection.  Pursuant to a  third-party  appraisal,  DTR-Med  Pharma
     Corp.'s  right to future  royalty  interest was  determined  to have a fair
     market value of approximately $107,000.

     On  April  26,  2001,  DTR  declared  a  stock  dividend,  payable  to  the
     shareholders  of record on May 7,  2001,  for each of its  shareholders  of
     record on that date (1,221,890 shares). The dividend consisted of one share
     of the common stock of its wholly owned  subsidiary,  DTR-Med Pharma Corp.,
     for each share of DTR held at the record  date.  The  payment  date for the
     dividend was May 15, 2001.

     Additionally,  DTR and DTR-Med  Pharma Corp.  entered into a Stock Exchange
     Agreement with the  shareholders  of  Pro-Pharmaceuticals,  Inc.,  based in
     Newton,  Massachusetts,  whereby  DTR-Med  Pharma Corp.  issued  12,354,670
     shares of its common stock in exchange for all of the outstanding shares of
     common stock of  Pro-Pharmaceuticals,  Inc. The closing of the  transaction
     with the  shareholders  of  Pro-Pharmaceuticals,  Inc.  occurred on May 15,
     2001.  Following  the  closing,  DTR-Med  Pharma  Corp.  has  approximately
     13,576,560 shares of common stock outstanding,  of which 1,221,890 are held
     by   DTR's    shareholders   as   a   result   of   the   stock   dividend.
     Pro-Pharmaceuticals, Inc.

                                       24
<PAGE>

     is attempting to develop an improved drug delivery  system that reduces the
     toxicity of drugs currently used for the treatment of cancer, such as those
     drugs used in chemotherapy.

     Since DTR's  original basis in this right to receive  royalty  interest was
     written down to zero in past years, there was no financial statement impact
     from the creation and spin-off of this new subsidiary.


10.  INCOME TAXES
     ------------
     The components of the deferred income tax assets are as follows:

                                                   December 31,    December 31,
     Deferred tax assets:                              2002            2001
                                                   ------------    ------------
     Allowance for doubtful accounts               $         --    $    323,000
     Investment in joint venture                             --         349,000
     Net operating loss carryforward                  1,362,700       1,265,000
     Valuation allowance                             (1,362,700)     (1,937,000)
                                                   ------------    ------------
                                                   $         --    $         --
                                                   ============    ============

     At December 31, 2002, the Company had NOL  carryforwards  of  approximately
     $3,621,442 for income tax purposes.  The NOL carryforwards  expire in years
     2008 through 2022 if not previously utilized.  Utilization of the available
     NOL  carryforward  may be  limited  due to future  significant  changes  in
     ownership under Internal  Revenue Codes Section 382. These potential future
     tax benefits are not recognized in the  consolidated  financial  statements
     since realization is not reasonably assured.

The  reconciliation  of income tax computed at the US federal statutory rates to
income tax expense is as follows:
                                                      Year Ended December 31,
                                                   ----------------------------
                                                       2002            2001
                                                   ------------    ------------
     Income tax expense (benefit) computed
       at the federal statutory rate               $    497,300    $    (39,800)
     Other                                               77,000          18,600
     Increase (decrease) in valuation allowance        (574,300)         21,200
                                                   ------------    ------------
              Income tax expense                   $         --    $         --
                                                   ============    ============

11.  NET INCOME (LOSS) PER SHARE
     ---------------------------
     The following  table  reflects the  calculation of basic and diluted income
     (loss) per share.

                                                      Year Ended December 31,
                                                   ----------------------------
                                                       2002            2001
                                                   ------------    ------------
     Numerator:
     ----------
     Net income (loss)                             $  1,462,505    $   (117,063)
                                                   ============    ============

     Denominator:
     ------------
     Weighted average shares - Basic earnings         1,221,890       1,188,851
     Dilutive effect of stock options/warrants            3,293              --
                                                   ------------    ------------
     Weighted average shares - Diluted earnings       1,225,183       1,188,851
                                                   ============    ============

     Net income (loss) per share - Basic           $       1.20    $      (0.10)
                                                   ============    ============

     Net income (loss) per share - Diluted         $       1.19    $      (0.10)
                                                   ============    ============

                                       25
<PAGE>

     The assumed  exercise of potentially  dilutive  securities  (15,000 shares)
     have not been included in the  computation  of diluted  earnings per common
     share for the years ended  December 31, 2002 and 2001 as their effect would
     be antidilutive.


12.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     -------------------------------------------------
     Non-cash operating and investing activities:

                                                      Year Ended December 31,
                                                   ----------------------------
     Supplemental cash flow information:               2002            2001
     -----------------------------------           ------------    ------------
     Cash paid for:
     Interest                                      $      1,573    $      6,940

                                                    Year Ended      Year Ended
                                                   December 31,    December 31,
     Non-cash investing and financing activities:      2002            2001
                                                   ------------    ------------
     Note receivable and deferred gain recorded
        upon sale of Phygen investment             $         --    $    229,658
     Discount of note receivable and deferred gain     (129,658)             --
     Options exercised for note receivable             --              (310,750)

                                       26
<PAGE>

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

     On  June  27,  2002,  KPMG  LLP,  the  principal  independent   accountants
previously  engaged by the Company to conduct an audit of its  accounts for more
than the past two years, resigned as the Company's auditors.  The resignation of
KPMG LLP was not sought, recommended or approved by the Audit Committee or Board
of Directors of the Company.

     In  connection  with the audits of the two fiscal years ended  December 31,
2001, and the subsequent interim period through June 27, 2002, (i) there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make reference with their opinion to the subject matter of the disagreement, and
(ii) there  were no  reportable  events,  as  defined  in Item  304(a)(1)(v)  of
Regulation S-K of the U.S. Securities and Exchange Commission.

     The audit reports of KPMG LLP on the consolidated  financial  statements of
Developed Technology  Resource,  Inc. as of and for the years ended December 31,
2001 and 2000,  did not contain any adverse or disclaimer  of opinion,  nor were
they  qualified  or  modified  as to  uncertainty,  audit  scope  or  accounting
principles, except as follows:

     KPMG  LLP's  independent  auditors'  report on the  consolidated  financial
statements  for the  Company as of and for the year  ended  December  31,  2000,
contained a separate  paragraph  stating that "the  Company has a  shareholders'
deficit and has suffered recurring losses from operations that raise substantial
doubt  about its  ability  to  continue  as a going  concern.  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty."  Management's plans in regard to these matters are
described  in  Note 2 to the  Company's  financial  statements  included  in the
Company's annual report on form 10-KSB for the year ended December 31, 2000.

     On August 12, 2002, the Company engaged Gallogly,  Fernandez and Riley, LLP
("GFR"), with offices in Orlando, Florida, to audit DTR's consolidated financial
statements for 2002. At no time prior to August 12, 2002, has DTR consulted with
GFR  regarding  the  application  of  accounting  principles  to a  specific  or
contemplated  transaction,  regarding  the type of audit  opinion  that might be
rendered  on the  registrant's  financial  statements,  or  regarding  any other
matter.

                                       27
<PAGE>

                                    PART III

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

OFFICERS AND DIRECTORS

The  following  table sets  forth the  current  and  executive  officers  of the
Company, their ages and positions with the Company as of March 25, 2003:

       NAME                            AGE                  POSITION
       ----                            ---                  --------

  Peter L. Hauser(1)(2)                 62             Director

  Roger W. Schnobrich(1)(2)             73             Director

  John P. Hupp(1)(2)                    43             Director, Vice President

  LeAnn C. Hitchcock                    33             President,
                                                       Chief Financial Officer

(1)  Member of the Compensation Committee.

(2)  Member of the Audit Committee.

     Mr. Hauser has been a director of the Company  since  October  1993.  Since
1977,  he  has  been  employed  by  Equity  Securities   Trading  Co.,  Inc.,  a
Minneapolis-based  brokerage  firm,  and  is  currently  a  vice  president  and
principal.

     Mr. Schnobrich has been a director of the Company since October 1993. Since
1997,  he has been a partner with Hinshaw & Culbertson,  a Minneapolis  law firm
which serves as legal  counsel to the Company.  For over 20 years prior to 1997,
he was an owner and attorney with Popham,  Haik,  Schnobrich & Kaufman,  Ltd., a
Minneapolis-based  law firm which he  co-founded  in 1960.  He also  serves as a
director of Rochester Medical Corporation, a company that develops, manufactures
and markets improved, latex free, disposable urological catheters.

     Mr. Hupp worked for the Company  from July 1993 until  December  2000,  and
held the position as the Company's  President  from June 1995 to December  2000,
and a director  since April 1996. To support the Company's need to reduce costs,
Mr. Hupp resigned as President in January 2001, but remained a non-salaried Vice
President and Director for the Company.  From January 2001 until August 2002, he
worked as President of CoolTel, a division of Chart Industries, Inc., located in
Minneapolis,   Minnesota.  Since  September  2002,  he  has  been  employeed  as
Vice-President  and  General  Manager  of  Cool  Clean  Technologies,   Inc.,  a
Minneapolis,   Minnesota   company   engaged  in  developing   and  marketing  a
non-polluting  drycleaning  process.  Mr.  Hupp holds a law degree and from 1984
until 1992, he held various positions in the legal services industry.

     LeAnn Hitchcock,  CPA was employed by the Company as the Controller on July
7, 1997 and on September 25, 1997 was named Chief  Financial  Officer.  Upon the
resignation of Mr. Hupp in January

                                       28
<PAGE>

2001,  she was also named acting CEO and  president,  and continues to work on a
part time basis as an independent  contractor in both positions.  From September
2001 to the current date and prior to joining the Company from  December 1995 to
June 1997, Ms. Hitchcock worked for Galaxy  Nutritional  Foods,  Inc. in various
positions  including Chief Financial Officer,  SEC Compliance and Internal Audit
Manager.  Galaxy  Nutritional  Foods,  Inc. is based in Orlando,  Florida and is
engaged in the development,  manufacturing and marketing of a variety of healthy
cheese and dairy related  products,  as well as other cheese  alternatives.  Ms.
Hitchcock  holds a Masters  degree in accounting and from 1991 to 1995, she held
various positions in the public accounting industry.

     Each Executive  Officer of the Company is elected or appointed by the Board
of Directors  of the Company and holds  office until a successor is elected,  or
until the earlier of death, resignation or removal.

     To the  knowledge of the Company,  no executive  officer or director of the
Company is a party  adverse to the Company or has material  interest  adverse to
the Company in any legal proceeding.

     The information  given in this 10KSB concerning the Directors is based upon
statements  made or confirmed to the Company by or on behalf of such  Directors,
except to the extent that such information appears in its records.

MEETINGS OF THE BOARD AND COMMITTEES

     The Board of Directors  held four formal  meetings  during 2002 and adopted
certain resolutions by written minutes of action. The Board of Directors has two
standing  committees;  an audit  committee  and a  compensation  committee.  All
directors  attended  all  of  the  formal  meetings.   The  Audit  Committee  is
responsible  for  reviewing the services  rendered by the Company's  independent
auditors and the accounting  standards and  principles  followed by the Company.
The Audit  Committee  held one meeting  during  2002,  which was attended by all
Committee  members.  During  2002,  the Company has accrued or paid  $33,050 for
audit services of KPMG LLP and Gallogly,  Fernandez & Riley, LLP,  including its
quarterly  reviews  and  year-end  audit  fee.  The  Compensation  Committee  is
responsible for making  recommendations to the Board of Directors  regarding the
salaries and compensation of the Company's executive officers.  The Compensation
Committee did not meet during fiscal 2002 as there were no employees.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

     Section  16(a) of the  Exchange Act  requires  the  Company's  officers and
directors,  and persons who own more than 10 percent of the registered  class of
the Company's equity  securities to file reports of ownership on Forms 3, 4, and
5 with the SEC. Officers, directors and greater than 10 percent shareholders are
required by SEC regulation to furnish the Company with copies of all Forms 3, 4,
and 5 they file.

     Based upon the Company's  review of the copies of such forms and reports it
has received  from  certain  persons that they were not required to file Forms 5
for the year ended  December  31,  2002,  the Company  believes  that all of its
executive  officers,  directors and greater than 10% beneficial  owners complied
with all filing  requirements  applicable  to them with respect to  transactions
during 2002.

CODE OF ETHICS

     As of March 25,  2003,  the  Company has not adopted a code of ethics as it
has no employees and no current operations.

                                       29
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth the cash and non-cash compensation for years
ended  December  31, 2002,  2001 and 2000 awarded to or earned by the  Executive
Officers:

                           SUMMARY COMPENSATION TABLE
                           --------------------------

<TABLE>
<CAPTION>
                                                                ANNUAL COMPENSATION
                                                                -------------------                   LONG-TERM
                                                                                  OTHER ANNUAL       COMPENSATION
                                      FISCAL YEAR     SALARY         BONUS        COMPENSATION      AWARDS/OPTIONS
NAME AND PRINCIPAL POSITION              ENDED         ($)            ($)             ($)                (#)
---------------------------           -----------    --------        -----        ------------      --------------
<S>                                      <C>         <C>               <C>          <C>                <C>
LeAnn C. Hitchcock,  President,          2002              --          --            $21,750           10,000(2)
CEO & CFO(1)
                                         2001              --          --            $18,000           10,000(2)
                                         2000         $70,000          --            2,100(4)          30,000(2)

John P. Hupp, Vice-President(3)          2002              --          --               --             10,000(5)
                                         2001        $110,000          --               --                 --
                                         2000         $98,542          --           $2,956(4)          40,000(5)
</TABLE>

(1)  In addition to her role as Chief Financial Officer, Ms. Hitchcock was named
     CEO and President from January 2001 to present.  Since January 1, 2001, she
     has  agreed to work as an  independent  contractor  on an  hourly  basis as
     needed for $75 per hour.  The amounts  reflected  in 2001 and 2002  reflect
     these contractual wages.

(2)  On November 26, 2002, the Board issued a warrant to purchase  10,000 shares
     to Ms.  Hitchcock at $0.70 per share. In November 2001, the Board issued an
     option to purchase 10,000 shares to Ms.  Hitchcock at the then market price
     of $0.90  per  share.  In  December  2000,  the  Board  issued an option to
     purchase  30,000  shares to Ms  Hitchcock at the then market price of $.625
     per share.

(3)  Mr. Hupp was CEO and  President  from June 16, 1995 to December  31,  2000.
     Effective  October  1998,  his  salary was  increased  to $9,167 per month.
     Beginning  October 15, 2000,  Mr. Hupp agreed to work on a half-time  basis
     and his salary was then decreased to $4,583 per month.  In accordance  with
     his employment  contract,  the Company accrued a one-year severance payment
     due to Mr. Hupp in 2001. The Company paid this severance in 2002.

(4)  In 1998,  the  Board of  Directors  voted to  contribute  up to 3% over the
     employees' base salary to their respective Sar/Sep retirement account.

(5)  In October 2002,  the Board issued  options to Mr. Hupp, as a member of its
     Board of Directors,  to purchase 10,000 shares at the market price of $0.70
     per share.  In January 2000, the Board issued an option to purchase  40,000
     shares to Mr. Hupp at the market price of $1.44 per share.

AGGREGATED OPTION EXERCISES: LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

     The following table summarizes for the named executive  officers the number
of stock  options  exercised  during  the year  ended  December  31,  2002,  the
aggregate  dollar value realized upon exercise,  the total number of unexercised
options held at December 31, 2002 and the aggregate dollar value of in-the-money
unexercised  options held at December 31, 2002.  Value realized upon exercise is
the  difference  between the fair market  value of the  underlying  stock on the
exercise  date and the  exercise  price  of the  option.  Value  of  Unexercised
In-the-Money  Options at year-end is the  difference  between its exercise price
and the fair market value of the  underlying  stock on December 31, 2002,  which
was $1.30 per share.

                                       30
<PAGE>

  AGGREGATED OPTION EXERCISES IN FISCAL 2002 AND FISCAL YEAR-END OPTION VALUES
  ----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          NUMBER OF                      VALUE OF UNEXERCISED
    NAME AND          SHARES                       UNEXERCISED OPTIONS AT              IN-THE-MONEY OPTIONS AT
   PRINCIPAL        ACQUIRED ON     VALUE           DECEMBER 31, 2002 (#)               DECEMBER 31, 2002 ($)
    POSITION          EXERCISE     REALIZED     EXERCISABLE      UNEXERCISABLE     EXERCISABLE       UNEXERCISABLE
    --------          --------     --------     -----------      -------------     -----------       -------------
<S>                      <C>          <C>          <C>                <C>             <C>                 <C>
LeAnn Hitchcock(1)       --           --           10,000             None            $6,000              None
President, CEO & CFO

John P. Hupp(2),         --           --           10,000             None            $6,000              None
 Vice-President
</TABLE>

(1)  A warrant for 10,000 shares issued in November 2002 at $0.70 per share that
     are currently unexercised.

(2)  An option for 10,000 shares granted in October 2002 at $0.70 per share that
     are currently unexercised.

COMPENSATION AGREEMENTS OF OFFICERS

     On January 13,  2000,  the Board of  Directors  agreed to amend Mr.  Hupp's
employment  agreement to reduce his current number of stock options from 250,000
to 207,500,  to grant him 40,000 new stock  options at the fair market  value of
$1.44, and to offer him the option of a non-recourse loan bearing interest at 5%
per annum to purchase  these options in the event that he is terminated  without
cause.

     In  January  2001,   Mr.  Hupp  resigned  as  President,   but  remained  a
non-salaried Vice President and Director for the Company.  LeAnn Hitchcock,  the
Company's chief financial  officer,  was then elected president and continues to
work on a part time basis as an independent contractor in both positions.

     On  December  18,  2000,  the  Board  of  Directors  agreed  to  amend  the
compensation  arrangement  of LeAnn  Hitchcock,  the Company's  Chief  Financial
Officer. In light of DTR's need to reduce expenses,  they agreed to contract her
services  at $75 per hour on a  part-time  basis  rather  than  retain  her as a
full-time  employee  effective  January 1,  2001.  Ms.  Hitchcock  agreed to not
require any cash payment  until the Company was able to do so. At the same time,
the Board voted to cancel her  existing  15,000  options and grant to her 30,000
new stock  options at the fair market  value of $0.625 with the option of a loan
bearing  interest  at 5% per annum to  purchase  these  options at any time upon
their vesting on March 31, 2001.

COMPENSATION OF DIRECTORS

     The  non-employee  directors  of the  Company  include  Messrs.  Hauser and
Schnobrich  and Hupp.  In October  2002,  the Board  issued  options to purchase
10,000  shares to each for their  services over the past several  years.  During
2002,  non-employee  directors  received no cash or other compensation for their
services as a director or committee member.

                                       31
<PAGE>

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The following table contains  information as of March 25, 2003,  concerning
the beneficial  ownership of the Company's  Common Stock by persons known to the
Company to beneficially  own more than 5% of the Common Stock, by each director,
by each executive  officer named in the Summary  Compensation  Table, and by all
current and  nominated  directors  and  executive  officers  as a group.  Shares
reported as  beneficially  owned  include  those for which the named persons may
exercise  voting  power or  investment  power,  and all shares  owned by persons
having sole voting and investment power over such shares unless otherwise noted.
The number of shares reported as  beneficially  owned by each person as of March
25,  2003,  includes  the  number of shares  that such  person  has the right to
acquire  within 60 days of that date,  such as  through  the  exercise  of stock
options or warrants that are exercisable within that period.

<TABLE>
<CAPTION>
                                                  AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNER             OF BENEFICIAL OWNER       PERCENTAGE OWNED A
------------------------------------             -------------------       ------------------
<S>                                                   <C>                        <C>
Peter L. Hauser B                                      56,000 (1)                 4.4%
2820 IDS Tower
Minneapolis, MN  55402

LeAnn C. Hitchcock C                                   40,000 (2)                 3.1%
5223 Industrial Blvd.
Edina, MN  55439

John P. Hupp B,C                                       257,500 (3)               20.3%
5223 Industrial Blvd.
Edina, MN  55439

Erlan Sagadiev                                         136,000                   10.7%
5223 Industrial Blvd.
Edina, MN  55439

Roger W. Schnobrich B                                   50,700 (4)                4.0%
222 South Ninth St., Suite 3200
Minneapolis, MN  55402

Beneficial Owners of 5% or more, Officers and          540,200                   42.6%
Directors as a group

All current directors and officers as a group          404,200                   31.9%
(4 people)
</TABLE>

A    The  total  number of  shares  outstanding  assuming  the  exercise  of all
     currently exercisable and vested options and warrants held by all executive
     officers,  current  directors,  and holders of 5% or more of the  Company's
     issued and outstanding  Common Stock is 1,266,890  shares.  Does not assume
     the exercise of any other options or warrants.

B    Designates a Director of the Company.

C    Designates an Executive Officer of the Company.

                                       32
<PAGE>

(1)  Includes 6,000 shares held in IRA for the benefit of Mr.  Hauser.  Includes
     presently  exercisable  options for the  purchase of 10,000  shares at $.70
     issued under the terms of the 1997 Outside Directors Stock Option Plan.

(2)  Includes presently  exercisable  warrants for the purchase of 10,000 shares
     at $0.70 issued under the terms of the 1992 Stock Option Plan.

(3)  Includes  247,500 shares held by DTR as collateral for Mr. Hupp's  $310,750
     loan  outstanding on the balance owed for his purchase of 207,500 shares at
     $1.22 per share and 40,000  shares at $1.44 per share.  Includes  presently
     exercisable  options for the  purchase  of 10,000  shares at $.70 per share
     issued under the terms of the 1997 Outside Directors Stock Option Plan.

(4)  Includes presently  exercisable options for the purchase of 5,000 shares at
     $1.50 and  10,000  shares at $.70 per share  issued  under the terms of the
     1997 Outside Directors Stock Option Plan.

CHANGE OF CONTROL

     If the  proposed  merger  between  GelStat and NP  Acquisition  occurs,  as
discussed  under  Item 1, the three  GelStat  shareholders  would own 60% of the
Company's  outstanding  Common  Stock,  and would have the  ability to elect the
entire membership of the Company's Board of Directors.

EQUITY COMPENSATION PLANS

     The following table describes the Company's  compensation plans under which
the Company's common stock are authorized for issuance as of December 31, 2002:

                   EQUITY COMPENSATION PLAN INFORMATION TABLE

<TABLE>
<CAPTION>
                                                 (a)                    (b)                      (c)
Plan Category                           Number of securities     Weighted-average       Number of securities
                                        to be issued upon        exercise price of      remaining available
                                        exercise of              outstanding options,   for future issuance
                                        outstanding options,     warrants and rights    under equity
                                        warrants and rights                             compensation plans
                                                                                        (excluding securities
                                                                                        reflected in column
                                                                                        (a))
<S>                                            <C>                    <C>                    <C>
Equity compensation plans
approved by security holders                   55,000                 $  1.19                212,500

Equity compensation plans not
approved by security holders                       --                      --                    N/A
                                        -------------------------------------
Total                                          55,000                 $  1.19
                                        =====================================
</TABLE>

                                       33
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On February 1, 2000, Erlan Sagadiev, a former employee, exercised his right
under an option to purchase  125,000  shares of the Company's  Common Stock.  He
paid the Company  $70,000 and gave the Company a  non-recourse  promissory  note
bearing  interest  at 4.87% per  annum  for the  balance  owed of  $82,500.  The
principal  and interest are due in five equal  installments  beginning  February
2001 and each year  thereafter.  This note is secured by 90,000 of the exercised
shares. By February 2003, this note was paid in full.

     On February 2, 2001, John Hupp, the Company's former  president,  exercised
his right under an option to purchase  247,500  shares of the  Company's  Common
Stock.  He gave the Company a promissory  note bearing  interest at 5% per annum
for the balance owed of  $310,750.  The  principal  and interest are due in five
equal installments  beginning  December 31, 2003 and each year thereafter.  This
non-recourse note is secured by all of the 247,500 exercised shares.

     In April  2001,  two members of the Board  exercised  options to purchase a
total of 30,000 shares of Common Stock by giving the Company $41,875 in cash.

     On April 6, 2001,  LeAnn Hitchcock,  the Company's chief financial  officer
and current  president,  exercised  her option on 30,000 shares of the Company's
Common Stock,  and gave the Company a non-recourse  promissory note for $18,750.
The note was  immediately  offset by  $13,000  in back  wages that was owed from
2000,  leaving a balance of $5,750.  This note, which was secured by the shares,
bore interest at the rate of 5% per annum and was due in four equal installments
beginning April 6, 2003. This note was paid in full by December 31, 2001.

     On November  17, 2001,  the Board of Directors  agreed to borrow money from
the  Company's  chief  financial  officer to have funds  available  for  working
capital.  The  funds  received  would be  unsecured  and bear  interest  at 12%.
Additionally,  the Board also agreed to issue 10,000 stock options at the market
price of $.90 per share. By December 31, 2001, the Company  borrowed $4,067 from
the chief financial officer. In January 2002, the Company borrowed an additional
$2,750.  In April  2002,  the  Company  repaid  approximately  $7,000  including
principal and interest on all amounts received.

                                       34
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  Documents  required to be filed by Item 601 of Regulation  S-B are included
     as exhibits to this report as follows:

     NO.       EXHIBIT DESCRIPTION
     ---       -------------------

     3.1       Articles of  Incorporation  of the  Company  dated  November  11,
               1991(1)

     3.2       Certificate  of  Amendment  of Articles of  Incorporation  of the
               Company dated June 16, 1992(1)

     3.3       Bylaws of the Company(1)

     3.4       Certificate  of  Amendment  of Articles of  Incorporation  of the
               Company,  changing  registered  office  address  dated  March  2,
               1993(1)

     3.5       Certificate  of  Amendment  of Articles of  Incorporation  of the
               Company dated November 30, 1995(3)

     4.3       Amended  Incentive  Stock  Option  Grant - Erlan  Sagadiev  dated
               December 11, 1996(6)

     4.4       Amended  Incentive  Stock Option Grant - John Hupp dated December
               11, 1996(6)

     4.5       1992  Stock  Option  Plan  as  amended  and  restated   effective
               September 30, 1996(8)

     4.6       Developed Technology Resource,  Inc. 1997 Outside Directors Stock
               Option Plan effective November 1, 1997(7)

     10.6      Limited Liability  Company Agreement of FoodMaster  International
               L.L.C. as amended and restated November 15, 1999(11)

     10.7      FoodMaster  International  L.L.C.  Share Transfer Agreement dated
               March 3, 1997(6)

     10.8      FoodMaster  International  L.L.C.  Bill of Sale,  Assignment  and
               Assumption Agreement dated March 3, 1997(6)

     10.9      Management  Agreement  between DTR and  FoodMaster  International
               L.L.C. as amended and restated September 11, 1998(9)

     10.10     Termination  of Management  Agreement  between DTR and FoodMaster
               International L.L.C. effective November 15, 1999(11)

     10.11     Redemption  of  Ownership  Interest  between  DTR and  FoodMaster
               International L.L.C. dated March 22, 2002(13)

     10.12     Redemption  of Ownership  Interest  between DTR and Savory Snacks
               L.L.C. dated December 30, 2002(16)

     10.16     Office  Lease  between DTR and McNeil Real Estate dated March 11,
               1997 effective until April 30, 2002(8)

     10.19     Amendment to Employment Agreement between DTR and LeAnn Hitchcock
               effective December 18, 2000(12)

                                       35
<PAGE>

     10.50     Option Agreement among the Company, NP Acquisition Corp., GelStat
               Corporation,  and  Stephen  Roberts,  James  Higgins  and Russell
               Mitchell dated November 26, 2002 (15)

     16.2      Letter of concurrence from KPMG LLP (14)

     99.1      Certification of the Company's Chief Executive  Officer and Chief
               Financial Officer(16)

--------------------------------------------------------------------------------

     (1)  Incorporated  by reference to the same exhibit number  included in the
          Company's  registration statement on Form SB-2, as Amended, filed with
          the Commission as file number 33-58626C in 1993.

     (2)  Incorporated  by reference to the same exhibit number  included in the
          Company's  Annual Report on Form 10-KSB filed with the  Commission for
          the fiscal year ended October 31, 1993.

     (3)  Incorporated by reference to exhibit numbers 1A and 3A included in the
          Company's Form 8-A/A filed with the Commission on December 12, 1995.

     (4)  Incorporated  by  reference  to  exhibit  number  10  included  in the
          Company's Quarterly Report on Form 10-QSB for the third fiscal quarter
          ended July 31, 1996.

     (5)  Incorporated  by reference to the same exhibit number  included in the
          Company's  Annual Report on Form 10-KSB filed with the  Commission for
          the fiscal year ended October 31, 1995.

     (6)  Incorporated  by reference to exhibit  numbers 4.1, 4.2,  10.1,  10.2,
          10.3,  10.4, 10.5 and 10.6 included in the Company's  Quarterly Report
          on Form 10-QSB filed with the  Commission for the first fiscal quarter
          ended January 31, 1997.

     (7)  Incorporated  by reference to exhibit numbers 10.44 and 10.45 included
          in  the  Company's  Annual  Report  on  Form  10-KSB  filed  with  the
          Commission for the fiscal year ended October 31, 1997.

     (8)  Incorporated  by  reference to exhibit  number  10.16  included in the
          Company's  Quarterly  Report on Form 10-QSB filed with the  Commission
          for the first fiscal quarter ended January 31, 1998.

     (9)  Incorporated  by reference to the same exhibit number  included in the
          Company's  Quarterly  Report on Form 10-QSB filed with the  Commission
          for the third calendar quarter ended September 30, 1998.

     (10) Incorporated  by reference to the same exhibit number  included in the
          Company's  Annual Report on Form 10-KSB filed with the  Commission for
          the fiscal year ended December 31, 1998.

     (11) Incorporated  by reference to the same exhibit number  included in the
          Company's  Annual Report on Form 10-KSB filed with the  Commission for
          the fiscal year ended December 31, 1999.

     (12) Incorporated  by reference to the same exhibit number  included in the
          Company's  Annual Report on Form 10-KSB filed with the  Commission for
          the fiscal year ended December 31, 2000.

     (13) Incorporated  by reference as exhibit  number 99 in the Company's Form
          8K filed April 3, 2002.

     (14) Incorporated  by reference to the same exhibit number in the Company's
          Form 8K/A filed August 26, 2002.

     (15) Incorporated  by reference to the same exhibit number in the Company's
          Form 8K filed November 29, 2002.

     (16) Filed herewith

                                       36
<PAGE>

(b)  Reports on Form 8K

     There  was one form 8-K  dated  November  26,  2002 in  which  the  Company
     disclosed   that  it  entered  into  an  option   agreement   with  GelStat
     Corporation, and its three shareholders, Stephen Roberts, James Higgins and
     Russell  Mitchell,  that, if exercised,  would allow for a future merger of
     Gelstat into NP Acquisition Corp., a newly created 100% subsidiary of DTR.

     There were no other  reports on Form 8-K filed  during the last  quarter of
     the fiscal year ended December 31, 2002.

ITEM 14.  CONTROLS AND PROCEDURES

Within ninety (90) days prior to the filing of this report,  an  evaluation  was
performed  under the  supervision  and with the  participation  of the Company's
President,  Chief  Executive  Officer  ("CEO") and the Chief  Financial  Officer
("CFO")  of the  effectiveness  of the  design and  operation  of the  Company's
disclosure   controls  and  procedures  to  insure  that  the  Company  records,
processes,  summarizes  and  reports  in  a  timely  and  effective  manner  the
information  required to be disclosed in reports  filed with or submitted to the
Securities  and Exchange  Commission.  Based on that  evaluation,  the Company's
management,  including the CEO and CFO, concluded that the Company's  disclosure
controls and  procedures  were effective in timely  bringing to their  attention
material  information  related to the  Company  required  to be  included in the
Company's periodic Securities and Exchange Commission filings. Since the date of
this  evaluation,  there  have  been no  significant  changes  in the  Company's
internal  controls or in other  factors  that could  significantly  affect those
controls.

                                       37
<PAGE>

                                   SIGNATURES

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

                                        DEVELOPED TECHNOLOGY RESOURCE, INC.

Date:  March 25, 2003                   By /s/ LeAnn C. Hitchcock
                                           ---------------------------------
                                           Name:  LeAnn C. Hitchcock
                                           Title: President

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

Date:  March 25, 2003              By /s/ LeAnn C. Hitchcock
                                      -------------------------------
                                      Name:  LeAnn C. Hitchcock
                                      Title: Chief Financial Officer
                                      (Principal Financial & Accounting Officer)

Date:  March 25, 2003              By /s/ John P. Hupp
                                      -------------------------------
                                      Name:  John P. Hupp
                                      Title: Director

Date:  March 25, 2003              By /s/ Peter L. Hauser
                                      -------------------------------
                                      Name:  Peter L. Hauser
                                      Title: Director

Date:  March 25, 2003              By /s/ Roger W. Schnobrich
                                      -------------------------------
                                      Name:  Roger W. Schnobrich
                                      Title: Director

                                       38
<PAGE>

I, LeAnn C. Hitchcock, certify that:
1.   I have reviewed  this annual report on Form 10-KSB of Developed  Technology
     Resource, Inc. ("the registrant");
2.   Based on my knowledge,  this  quarterly  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 quarterly report;
3.   Based  on  my  knowledge,   the  financial   statements,   other  financial
     information  included  in this  quarterly  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
     quarterly 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 we have:
     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          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 quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   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:
     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 and material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                        /s/ LeAnn C. Hitchcock
                                        ------------------------------------
                                        LeAnn C. Hitchcock
                                        President, Chief Executive Officer &
                                        Chief Financial Officer
                                        March 25, 2003