DND Technologies Inc – ‘10KSB/A’ for 12/31/01

On:  Tuesday, 10/15/02, at 1:22pm ET   ·   For:  12/31/01   ·   Accession #:  1023175-2-211   ·   File #:  333-42936

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Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment to Annual Report -- Small Business          33    132K 

Document Table of Contents

10KSB/A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION              
Washington, D. C. 20549               

FORM 10-KSB/A 
Amendment No. 2               

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

For the fiscal year ended    December 31, 2001                                  
-------------------------   

(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES        
EXCHANGE ACT OF 1934                                                    

For the transition period from__________________to __________________.          

Commission File number 333-42936  
                     -----------

    DND Technologies, Inc.
-----------------------------------------------------------   
(Exact name of registrant as specified in charter)  

Nevada                                            87-0631750    
--------------------------------                 ----------------------------   
(State or other jurisdiction of                    (I.R.S. Employer I.D. No.)   
incorporation or organization)                                                  

375 E. Elliot Road, Chandler, Arizona                    85225  
----------------------------------------------------   ---------
       (Address of principal executive offices)       (Zip )

Issuer's telephone number, including area code     480-892-7020                 
                                           ---------------------------

Securities registered pursuant to section 12 (b) of the Act:                    

Title of each class             Name of each exchange on which registered       

None                                  None                        
-------------                    ---------------------                    

Securities registered pursuant to section 12(g ) of the Act:                    

None              
----------------              
(Title of Class)              

Check whether the Issuer (1 ) 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.      
(1) Yes [ x ]   No [  ]          (2)  Yes [x ]    No [  ]                       

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Check if there is no disclosure of delinquent filers in response to Item 405    
of Regulation S-B is contained in this form, and no disclosure will be          
contained, to the best of the registrant's knowledge, in definitive proxy or    
information statements incorporated by reference in Part III of this Form       
10-KSB or any amendment to this Form 10-KSB.  [X]                               

State issuer's revenues for its most recent fiscal year:  $    0                
                                              ----------

State the aggregate market value of the voting stock held by nonaffiliates of   
the registrant. The aggregate market value shall be computed by reference to    
the price at which the stock was sold, or the average bid and asked prices of   
such stock, as of a specified date within the past 60 days.                     

At December 31, 2001, the aggregate market value of the voting stock held by    
non-affiliates was $324,500 based on 3,245,000 shares held by non-affiliates    
multiplied by the price at which common shares were recently sold to the        
public, or $.10 per share. We have no "established public market" for our       
shares; the market value of the shares held by non-affiliates is based on the   
price of shares sold in an offering which closed in May 2001.                   

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)   

Not applicable  

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)  

As of December 31, 2001, the registrant had 6,745,000 shares of common stock    
issued and outstanding. As of September 30, 2002, the registrant had            
22,000,000 shares of common stock issued and outstanding.                       

DOCUMENTS INCORPORATED BY REFERENCE   

List hereunder the following documents if incorporated by reference and the     
part of the form 10-KSB (e.g., part I, part II, etc.) into which the document   
is incorporated: (1) Any annual report to security holders; (2) any proxy or    
other information statement; and (3) Any prospectus filed pursuant to rule 424  
(b) or (c) under the Securities Act of 1933: None                               

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==============================================================================  
TABLE OF CONTENTS   
==============================================================================  

PART I              

                                                                      Page

ITEM 1.   DESCRIPTION OF BUSINESS......................................... 4    

ITEM 2.   DESCRIPTION OF PROPERTIES ...................................... 9    

ITEM 3.   LEGAL PROCEEDINGS .............................................. 10   

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS .............. 10   

PART II               

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...... 10    

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ..... 12    

ITEM 7.   FINANCIAL STATEMENTS .......................................... 17    

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                         
      ON ACCOUNTING AND FINANCIAL DISCLOSURE ........................ 26

PART III              

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL                 
      PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT ... 26

ITEM 10.  EXECUTIVE COMPENSATION ........................................ 28    

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 28    

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................ 29    

PART IV               

ITEM 13.  EXHIBITS ...................................................... 30    

      SIGNATURES..................................................... 31

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==============================================================================  

ITEM 1.  DESCRIPTION OF BUSINESS  

==============================================================================  

BUSINESS DEVELOPMENT                                                            

History                                                                         
-------                                                                         

Zurickirch Corp. (the "Company") was incorporated under the laws                
of the State of Nevada on May 9, 1997 as Weston Caribbean Corp. On              
March 9, 2000 the name was changed to Zurickirch Acquisitions, Inc. and on      
April 17, 2000  the name was changed to Zurickirch Corp.                        

Public Offering                                                                 
---------------                                                                 

On April 3, 2001, our Form SB-2 Registration Statement was declared effective   
by the Securities and Exchange Commission. Pursuant to that registration        
statement in effect, we offered up to 1,000,000 shares of our common stock to   
the public at an offering price of $.10 per share; 1,395,000 shares were also   
offered by selling shareholders.  Our offering closed on May 31, 2001 with the  
maximum shares sold to new shareholders for gross proceeds of $100,000;         
selling shareholders in the offering sold -0- shares.                           

OUR BUSINESS                                                                    

General                                                                         
-------                                                                         

Our initial business purpose was the sale of specialty health and nutritional   
products. Our business plan contemplated a health and nutritional supplement    
business in the Rocky Mountain region and Las Vegas and involved the            
identification of appropriate clientele target markets and securing product     
manufacturing commitments.                                                      

Our goals during 2001 were to complete our securities offering and begin        
effecting our business plan by identifying appropriate clientele target         
markets, securing product manufacturing commitments, and beginning sales and    
marketing of our health and nutritional products.  We were able to complete     
our securities offering and felt we had sufficient funds to move forward on     
our business objectives.  Unfortunately, our efforts on developing an           
economically successful product were not successful.                            

We did receive a product manufacturing commitment with Harvard Health Systems   
in May of 2001. We received product samples for marketing and sales in June     
2001 and began seeking retail distribution. We also sought to establish a       
distributor network for our products with various marketing firms involved in   
the nutritional supplement industry and with local retail stores. In addition,  
we attempted to market our products through a local health and wellness clinic  
called Renu-Health which test results with clients looked favorable. However,   
the clinic had financial difficulties and after September 11, 2001, the clinic  
went out of business. When these efforts started to prove unsuccessful, we      
started to analyze our products and direction.  This analysis found the number  
of competitors in the industry were growing faster than we anticipated.  Also   
the competitors seemed to be better financed and have established marketing     
capabilities.                                                                   

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With our efforts not proving successful, compounded with the ongoing recession  
and events of September 11, 2001, we began to reevaluate our overall business.  
Through an evaluation by management, the companies success in the nutritional   
markets was deemed questionable.  Except for raising capital in our offering,   
all of our other goals of establishing our product and business proved          
unsuccessful.  In reviewing our operations, management realized that they had   
underestimated the difficulty in establishing a product in the nutritional      
market place.  Additionally, the timing of such a product launch in weak        
economic times and with a limited marketing budget compounded the difficulty    
faced by management.  Without enough experience in the nutritional market       
place from a marketing perspective, management was unable to establish a        
direction or the necessary industry contacts to have the products placed in     
stores and other consumer outlets were they could be purchased.  Management     
found that the competition for space in stores and consumer outlets was very    
competitive.  Without an established marketing team, in the nutritional         
marketplace, it is extremely difficult to obtain the product placement needed   
to successfully launch a product.  When management realized the chance of       
success in the nutritional market place was slim, they set out to find another  
business alternative to help provide value to the Company.                      

Change of Business Direction                                                    
----------------------------                                                    

As a result of the foregoing, we did not meet our goals or our target dates,    
and we spent all of the funds raised in our offering, along with additional     
funds advanced by our president,  with unsatisfactory results. Our decision to  
remain open to other opportunities is a result of various factors including     
the post September 11 economy when sales markets for our products slowed        
considerably.  In early October we decided we should consider other             
alternatives to our original plans if and when they became available to us due  
to the serious concerns about the state of our economy and our lack of success  
to date in penetrating the health and nutrition market which had become         
competitively more difficult in the last 6 months.  As of December 31, 2001,    
we had not achieved results in finding alternative business activities.  In     
August 2002, we did acquire Aspect Semiquip International, an Arizona           
corporation.                                                                    

Management decided to change its business direction in an effort to try and     
provide value to the shareholders.  With little chance of success in the        
nutritional marketplace, management evaluated what options it had to try and    
bring in an operating business or start another business with a better chance   
of success.  These analysis resulted in the Company considering what assets it  
had from a managerial standpoint and from an analysis of cash and other hard    
assets on hand.  This analysis resulted in management feeling it did not have   
the financial resources to start a new business nor pursue the nutritional      
products as intended.  Instead, management felt the Company's best chance to    
have a successful business was to pursue a merger or acquisition with an        
existing company who was looking to potential "go public" through a merger or   
acquisition with a public company.                                              

This decision was made after deciding the most valuable asset of the Company    
may be its listing on the Electronic Bulletin Board.  With this in mind,        
management of the Company, set out to find an operating company looking to "go  
public" in a revers merger context.  These efforts resulted in our president,   
John Chris Kirch, locating Aspect Semiquip International, in Phoenix Arizona.   

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Our Nutritional Products                                                        
------------------------                                                        

For the year ended December 31, 2001, we were pursuing the nutritional          
marketplace.  Although we are currently not pursuing this market, the           
following discussion is based on our efforts during the year.                   

Our formulas were designed by Howard E. Abrams, Sr., director of the Mother     
Nature Research Institute and his associate scientists Dr. Robert Morrow, M.D.  
and Dr. Nester Ledesma, D.P.M. Each has many years of research expertise and    
formulation experience. To date, we have paid $111,122 for the research and     
development costs of the formulas which includes some preliminary marketing     
expenses of $14,000. In addition, we agreed to pay Mr. Abrams and his           
associates a 2% royalty fee for each product as it is sold. The formulation     
specialists were selected for their extensive background and experience in the  
health and nutritional industry.                                                

Our products were created as a result of the belief by management that a        
substantial niche market exists in the nutritional supplement industry, for     
unique and effective products. We believe our natural health and nutritional    
supplements could offer a better alternative to traditional nutritional         
supplements currently being produced by providing specialized combinations of   
nutrients. In addition to the completion of our initial product line as well    
as researching manufacturing commitments, as discussed below, we also           
established relationships with suppliers of the various nutrients comprising    
the Zurickirch Health products.                                                 

Our initial product line was comprised of herbal formulas and nutritional       
supplement formulas in the following categories:                                

*     Weight-loss and fat management.                               
*     Cardiovascular conditions.                                    
*     Antioxidant protection.                                       
*     Memory enhancement and senility prevention.                   
*     Prostate protection and BHP reversal.                         
*     Impotency reversal and sexual enhancement.                    
*     Detoxification procedures.                                    
*     Daily nutritional requirements.                               

Manufacturing                                                                   
-------------                                                                   

Our initial plans were to have all manufacturing done in the local facilities   
of various contract manufacturing companies. These contract manufacturers do    
not make and distribute their own line of nutritional supplements. Rather,      
their entire business is manufacturing products for other nutritional           
marketing companies under each of their client's private labels. Agreements     
have been discussed with some of these contract facilities to produce our       
nutritional supplements according to our exact specifications. Lead-time for    
the delivery of our product orders will vary with each of these manufacturers   
depending upon certain factors. In order to protect us from ever running out    
of products, we have found out-of-state manufacturing facilities as well who    
have said they will be willing to enter into manufacturing agreements with us   
on a product by product basis. In all cases pricing will be based on            
quantities of products made, and availability of raw materials.                 

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As part of our product development, the plans for our nutritional supplements   
were submitted to product manufacturers in Salt Lake City, Utah for review,     
cost analysis and volume bids; as of May of 2001 we had received a product      
manufacturing commitment from Harvard Health Systems, a Utah nutritional        
manufacturer, which agreed to provide the company with packaging, warehousing   
and distribution services.                                                      

Provided we receive orders for our products, we expect them to be available     
approximately 90 days from their manufacturing orders depending on the volume   
and seasonal availability of the ingredients. Additional products and           
programs, covering a variety of health needs, are planned for future            
development, and will be introduced into the market should our financial        
situation, as well as the general conditions in the health and nutritional      
supplement market, improve.                                                     

To date, we have not placed any manufacturing orders other than samples.        

Our Market/Industry Overview                                                    
----------------------------                                                    

Our attempted entry into the nutritional supplement market was based on the     
following:                                                                      

We believe that more and more consumers appear to want safer, natural           
alternatives to the traditional prescription medications and their many         
unwanted side-effects. We also believe that because of the consumers' desire    
for safer, naturally effective alternatives, we may be able to compete in this  
industry by offering unique, safe and effective health and nutritional          
supplements within the framework of specific health modalities and complete     
nutritional programs.                                                           

Although we have not conducted any formal market studies or analyses of the     
nutritional supplement and the over-the-counter medicine industry in            
undertaking its business, management believes a few trends are apparent.        

First, the type and range of nutritional supplements have expanded              
considerably over the past several years as new research and new technologies   
have created new methods of preparing natural medicines and nutritional         
supplements. Consequently, management believes that alternatives to             
traditional prescription medications and one-a-day type of vitamins have, in    
large part, driven the industry's growth in recent years.                       

Secondly, the nutritional supplement industry, in general, has enjoyed over     
twenty consecutive years of growth, notwithstanding a number of business        
cycles during such period, and it appears that it will continue to grow. The    
nutritional supplement industry does not appear to be impacted as               
significantly by general economic conditions as many other industries, due to   
their relatively modest cost and safety factors, the opportunity in the         
industry to diversify in range and non-seasonality, and other factors.          

Thirdly, natural medicines and nutritional supplements have both pre-planned    
and impulse purchases, thereby creating numerous unique marketing               
opportunities. Due to the factors described above, management believes that     
the industry offers potential for both the large-scale producers, and the       
smaller, niche market producers like the company. The company believes it has   
an opportunity to address both seasonal and the traditional year around         
markets, with an emphasis on the uniqueness of its products.                    

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Although we continue to believe the foregoing market analyses are mostly true,  
we have found the potential for a small, "niche market" development stage       
company such as ours to penetrate the market is extremely difficult and will    
require far more resources than we have currently available.                    

Marketing/Distribution Methods                                                  
------------------------------                                                  

Our marketing plan for our line of natural herbal formulas and nutritional      
supplements, should we be able to generate sufficient interest to warrant       
marketing, includes:                                                            

Low-cost, local newspaper advertising that will focus on "leader" products      
that have a wide appeal to virtually all age, income and occupational groups.   
This is a proven method of advertising that has always had a steady and         
predicable rate of return. All customers will be entered into our database for  
future references. On a periodic basis, these customers will be contacted by    
telephone to determine product satisfaction, answer questions and introduce     
new products. Interested customers will receive new product brochures through   
the mail.                                                                       

After a sufficient clientele base has been established the company will expand  
its advertising to include 30 and 60 second commercials with various local TV   
and Radio stations.                                                             

Competition                                                                     
------------                                                                    

The nutritional supplement business has proven to be intensely competitive. We  
are competing with large companies in the industry, which have established      
reputations, name recognition and market share, and the ability to update and   
expand product lines. Most, if not all, of the companies have significantly     
greater management, marketing, and creative and financial resources. We         
believe that the larger, established nutritional companies do not enjoy the     
same advantage in the niche markets in the industry, due to their traditional   
approach to the market; however, we have underestimated the amount of funds     
and experience necessary to compete effectively.                                

We face substantial competition in establishing our proposed health and         
nutritional supplements business in the Rocky Mountain region. There are        
already many well established health and nutritional businesses in Utah alone.  
It may not be possible for us to compete successfully.  Our methods of          
competition include price, quality of products, and product mix.  However, it   
appears unlikely we will be able to successfully compete based these factors    
or survive financially given the competition that exists, in the health and     
nutritional supplements environment.                                            

Status of Any Publicly Announced New Product of Service                         
-------------------------------------------------------                         

We have no publicly announced new products or services.                         

Dependence on Major Customers                                                   
------------------------------                                                  

As we have not yet established our customer base, we are not dependent on any   
major customers.                                                                

Sources and Availability of Raw Material/Name of Principal Suppliers            
--------------------------------------------------------------------            

Although we have researched sources of materials as well as suppliers and       
manufacturers, our business has not developed sufficiently to warrant any       
further interaction with these supplies/manufacturers. We have not entered      
into any agreements with any principal suppliers or manufacturers.              

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Patents, trademarks, licenses, franchises, concessions,                         
royalty agreements, or labor contracts                                          
--------------------------------------                                          

None, except we agreed to pay a 2% royalty fee to Mr. Howard Abrams and his     
two associates for each product as it is sold.                                  

Need for government approval on principal products.                             
--------------------------------------------------                              

None.                                                                           

Effect of existing regulations or probable regulations on business.             
-------------------------------------------------------------------             

Other than maintaining our good standing, complying with applicable local       
business licensing requirements, when and if needed, preparing our periodic     
reports under the Exchange Act, and complying with other applicable securities  
laws, rules and regulations as set forth above, we do not believe that          
existing or probable governmental regulations will have a material effect on    
our operations.                                                                 

Costs of Research and development in the last two years                         
-------------------------------------------------------                         

We have spent approximately $111,000 on product development in the past two     
years.                                                                          

Costs and of compliance with environmental laws.                                
-----------------------------------------------                                 

None                                                                            

Number of Employees.                                                            
--------------------                                                            

As of December 31, 2001, we had no employees; all services are provided by our  
President.                                                                      

Activities subsequent to filing of our initial Annual Report on Form 10KSB.     
--------------------------------------------------------------------------      

Since the filing of our Annual Report on Form 10KSB on March 12, 2002, we       
executed an Agreement and Plan of Reorganization with Aspect Semiquip           
International, Inc. ("ASI"), an Arizona corporation specializing in the         
manufacturing and repair of equipment used in the semiconductor chip market     
place.  The reorganization, changed the direction of our business and changed   
control of our company, and contemplates the following:                         

   .     The acquisition by us of all issued and outstanding shares of ASI
          from its sole shareholder, Douglas Dixon(1,750,000 common shares);
   .     The issuance of 18,000,000 of our restricted common shares to ASI
giving ASI's shareholders control of our company;       
.     Cancellation of approximately 6,000,000 of our currently      
 outstanding shares the majority of which are owned by our
president; and                                          
.     ASI becoming our wholly owned subsidiary                      

The agreement was entered into on May 16 and closed in August 2002.             

===========================================================================     

ITEM 2.  DESCRIPTION OF PROPERTIES  

=============================================================================   

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As of the initial filing of this Form 10-KSB, our executive offices are         
located at 3960 Howard Hughes Parkway, Fifth Floor, Las Vegas Nevada 89109.     
The telephone number is (801) 750-1511 and facsimile number is (801) 273-1191.  
The registered and records office of the company were also located at 3960      
Howard Hughes Parkway, Fifth Floor, Las Vegas, Nevada, 89109. The executive     
office were being given to the company at no charge during this development     
stage by our President and as such there are no leases in place. The office     
space was accounted for by Zurickirch as a contribution to capital by our       
president at a rate of $165.00 per month during the year 2000 (totaling $990).  
The same was not expensed in 2001 but will likely be accounted for during 2002  
along with the 2002 office rent at the same rate of $165. The space was deemed  
adequate for our current business operations.  Until such time as it becomes    
necessary to hire staff, we do not intend on leasing any further space nor      
purchasing any property.                                                        

Our new executive offices are located in Chandler, Arizona. ASI's facilities    
consist of 25,000 square feet in Chandler Arizona, and 11,000 square feet in    
Richardson, Texas.  The Chandler facility is the primary location for the       
production and refurbishment of systems as well as spare parts and assemblies.  
The Richardson facility houses a warehouse and factory.  Present monthly rent   
is approximately $20,000 per month.  Management believes current facilities     
are adequate for current and future needs.  ASI employs 43 people in its        
Chandler, Arizona and Richardson, Texas facilities.                             

=============================================================================   

ITEM 3.  LEGAL PROCEEDINGS  

=============================================================================   

None.                                                                           

=============================================================================   

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

=============================================================================   

No matters were submitted to a vote of shareholders of the Company during the   
fiscal year ended December 31, 2001.                                            

PART II   

=============================================================================   

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   

=============================================================================   

Our common stock has been quoted on the OTC Electronic Bulletin Board since     
December 15, 2001 under the symbol "ZUKH."  As of October 10, 2002, our new     
symbol will be "DNDT." Prior to such date management is not aware of the        
quotation or trading of our common stock through any other medium.  There is    
currently no established public trading market for the common stock.  For the   
period from December 15, 2001 through December 31, 2001, there was no bid       
quotations as reported by the OTC Bulletin Board. If, however,  there are any   
quotations on the OTC Bulletin Board in the future, they will reflect inter-    
dealer prices, without retail market-up, mark-down, or commission and may not   
necessarily represent actual transactions.                                      

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Holders                                                                         
-------                                                                         

At December 31, 2001, the Company had approximately 48 shareholders of record   
as reported by the Company's transfer agent.  The transfer agent for the        
Company is Interwest Transfer Company, 1981 East 4800 South, Suite 100, Salt    
Lake City, Utah 84117; telephone number (801) 272-9294.                         

Dividends                                                                       
---------                                                                       

Since its inception the Company has not paid any dividends on its common stock  
and the Company does not anticipate that it will pay dividends in the           
foreseeable future.                                                             

Issuances of unregistered securities                                            
------------------------------------                                            

During the period covered by this report, there were no securities issued       
which were not registered under the Securities Act or previously reported in    
another report.                                                                 

Shares subject to Rule 144.                                                     
---------------------------                                                     

As of March 8, 2002, the date of our initial Annual Report, we had 10,000,000   
shares issued and outstanding of which 9,000,000 shares are "restricted" and    
subject to the resale provisions of Rule 144 of the Securities Act. Of the      
9,000,000 "restricted shares" outstanding, all but 3,255,000 common shares,     
could be sold pursuant Rule 144, provided each of the applicable terms and      
provisions of the rule are met. In general, under Rule 144 a person who has     
satisfied a one year holding period, under certain circumstances, may sell      
within any three-month period, a number of shares which does not exceed the     
greater of one percent of the then outstanding shares of that class of          
securities or the average weekly trading volume in such shares during the four  
calendar weeks prior to such sale.  Rule 144 also permits, under certain        
circumstances, the sale of shares without any quantity or other limitation by   
a person who is not an affiliate and who has satisfied a two year holding       
period.  Any sales of a substantial amount of our common stock in the open      
market, under Rule 144 or otherwise, could have a significant adverse effect    
on the market price of our common stock. We have no agreement with any of our   
security holders to register "restricted" shares under the Securities Act.  In  
August 2002, 6,000,000 shares owned by the former president of the Company      
were canceled and 18,000,000 shares were issued in the acquisition of Aspect    
Semiquip International.  All 18,000,000 shares are deemed "restricted."         

Use of proceeds from offering closed on May 31, 2001                            
-----------------------------------------------------                           

The following information is provided in accordance with Rule 701(f)
regarding Use of Proceeds of a registration under Form SB-2 which closed on     
May 31, 2001:                                                                   

  On April 3, 2001, a registration statement filed by Zurickirch on Form
SB-2 was declared effective.  The Securities and Exchange Commission file       
number assigned to the registration statement is 333-42936.  Pursuant to the    
registration statement, we registered a maximum of 1,000,000 shares of our      
common stock for sale to the public through our President, John Chris Kirch,    
in a self-underwritten offering. We also registered 1,395,000 shares held by    
certain selling shareholders who participated in the offering which commenced   
on April 3, 2001, and closed on May 31, 2001 with maximum proceeds of           
$100,000.   The offering price was $0.10 per share. Selling shareholders did    
not sell any shares in the offering. All of our offering proceeds have been     
expended as indicated below:                                                    

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Between April 3, 2001 (commencement of offering) and May 31, 2001     
the Company incurred approximately $15,575 in expenses in connection with the   
issuance and distribution of securities in the offering for the following       
items:                                                                          

.    underwriting discounts and commissions................ -0-       
.    finders' fees......................................... -0-       
.    expenses paid to or for underwriters.................. -0-       
.    other expenses: prepaid offering expenses                        
  including legal, accounting and EDGAR fees............$ 14,350
.    other offering expenses (not prepaid).................$  1,225   
                                                        --------
                         TOTAL OFFERING EXPENSES........$ 15,575
                                                        ========
All of these expenses were incurred to parties other than:            

.   directors, officers, or general partners of the Company or their  
associates;                                                   
.   persons owing 10% or more of any class of equity securities of    
the Company ; or                                              
.   affiliates of the Company                                         

 The net offering proceeds to Zurickirch after deducting expenses of the
offering were $84,425.  As of December 31, 2001 the Company had used all of     
the actual net offering proceeds in the following manner:                       

product development, manufacturing and supplies       $  43,100       
working capital and office equipment ...........      $  27,303(1)    
sales and marketing expenditures................      $  14,022       
                                                ========
Total net proceeds expended at June 30, 2001.....      $  84,425      
                                                ========

  (1) working capital included such general and administrative expenses as
travel, consulting fees paid to market researchers and business       
development consultants, legal and accounting for compliance with     
reporting requirements, insurance, office supplies, etc.              
all expenses were incurred to parties other than:                     

.   directors, officers, or general partners of the Company or their  
associates;                                                   
.   to persons owing 10% or more of any class of equity securities of 
the Company ; or                                              
.   affiliates of the Company                                         

=============================================================================   

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

=============================================================================   

Forward looking information                                                     
---------------------------                                                     

This report on Form 10-KSB contains certain "forward-looking statements".       
Generally, the words "anticipates," "expects," "believes," "intends," "could,"  
"may," and similar expressions identify forward looking statements. Forward-    
looking statements involve risks and uncertainties. We caution you that while   
we believe any forward-looking statement are reasonable and made in good        
faith, expectations almost always vary from actual results, and the             
differences between our expectations and actual results may be significant.     

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The following discussion and analysis of our results of operations and our      
financial condition should be read in conjunction with the information set      
forth in the audited financial statements for the year ended December 31,       
2001.                                                                           

Overview                                                                        
--------                                                                        

As of the date of our initial Annual Report on 10KSB, our plan of operation     
focused on products which have been designed as a result of the belief our      
natural medicines and nutritional supplements offer a better alternative to     
traditional nutritional supplements currently being produced by providing       
specialized combinations of nutrients. Prior to the formation of Zurickirch     
Corp., an associate of our predecessor developed our initial product            
formulations. Since this time we have worked on establishing relationships      
with suppliers of the various nutrients comprising the Zurickirch Health        
products. Additionally, we have established a relationship with a Utah          
"contract" manufacturer, which would provide the Company with product           
manufacturing, bottling and packaging.                                          

During the past year we have also been seeking to establish a distributor       
network with marketing firms involved in the nutritional supplement industry    
throughout the country. We also investigated marketing our products through     
the internet, various retail markets including health food stores, and direct   
sales through a toll-free number.                                               

We have not been successful in our efforts to establish sufficient market       
interest in our products and have therefore not yet further pursued             
manufacturing contracts or undertaken any mass manufacturing or marketing. We   
will require additional funding to continue pursuing our business plan or must  
seek alternative business purposes.                                             

Plan of operation over the next twelve months                                   
----------------------------------------------                                  

As of December 31, 2001, we had only $3,791 in cash, no other assets and no     
source of revenues.  The cash available to us will not be sufficient to fund    
our day to day operations over the next twelve months.  We will need a minimum  
of approximately $4,000 to fund day to day expenses which include $165 in       
office rent, and approximately $6,000 for legal, accounting and compliance      
expenses associated with our reporting obligations under the Exchange Act. Our  
president has indicated that he will be willing to contribute the office rent   
to capital; he will also likely advance any funds necessary for minimal day to  
day operations.  Such advances will be repaid in either cash, when available    
to us, or equity.                                                               

The above referenced cash needs are our minimum needs to remain operational     
but do not include funds necessary to pursue our business plan.  During the     
next 12 months,  we intend to actively seek out and investigate possible        
improvements to our business strategies and well as other funding sources.  As  
of the current date, lack of funds dictates that the pursuit of our business    
plan will be limited to continuing to establish relationships with potential    
distributors of our products in hopes that some sales might be generated.  We   
also intend to remain open to, and may actively seek, other business            
opportunities which may present themselves including an acquisition or merger   
with another entity. Because we lack funds, it may be necessary for management  
to either advance us funds or we may have to accrue expenses until such time    
as successful business operations can be established. Management intends to     
hold expenses to a minimum and to obtain services on a contingency basis when   
possible.                                                                       
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Further, management intends to defer any compensation until such time as        
operations become adequately profitable, and will strive to have the business   
operations provide for remuneration. If we elect to engage outside advisors or  
consultants in an efforts to achieve successful operations, it may be           
necessary for to raise additional funds. As of the date hereof, we have not     
made any arrangements or definitive agreements to use outside advisors or       
consultants or to raise any capital. In the event we elect to raise additional  
capital, most likely the only method available to us would be the private sale  
of our securities. Because we are a development stage company, it is unlikely   
that we could make another public sale of securities or be able to borrow any   
significant sum from either a commercial or private lender. There can be no     
assurance that we will be able to obtain additional funding when and if         
needed, or that such funding, if available, can be obtained on acceptable       
terms.                                                                          

We do not intend to use any employees, with the possible exception of part-     
time clerical assistance on an as-needed basis. Outside advisors or             
consultants will be used only if they can be obtained for minimal cost or on a  
deferred payment basis.                                                         

Considerations made in seeking a change of our business direction               
-----------------------------------------------------------------               

Management believed that it is possible, if not probable, for a company like    
ours, without many significant assets or liabilities, to negotiate a merger or  
acquisition with a viable private company.  The opportunity arises principally  
because of the high legal and accounting fees and the length of time            
associated with the registration process of "going public".                     

Management acknowledges that the selection of a business opportunity in which   
to participate is complex and extremely risky and will be made by management    
in the exercise of its business judgement.  There is no assurance that          
management will be able to identify and acquire any business opportunity which  
will ultimately prove to be beneficial to us and our stockholders.  Should a    
merger or acquisition prove unsuccessful, it is possible management may decide  
not to pursue further acquisition activities and management may abandon its     
activities and we may become dormant or be dissolved.                           

In management's analysis of a business opportunity, it considered, among other  
things, the following factors:                                                  

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

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

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

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

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

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

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

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

No one of the factors described above controlled in the selection of a          
business opportunity.  Management attempted to analyze all factors appropriate  
to each opportunity and make a determination based upon reasonable              
investigative measures and available data. Potentially available business       
opportunities may occur in many different industries and at various stages of   
development.  The task of comparative investigation and analysis of business    
opportunities will be extremely difficult and complex.                          

Based on the above factors, management made the decision to pursue other        
business opportunities through the acquisition of Aspect Semiquip               
international.  Although management attempted to review many variables in       
marketing its decision, in many ways, the ultimate decision was based on a      
view that the Aspect Semiquip International transaction was the best            
opportunity, at the time.  Aspect Semiquip International had been profitable    
and looked like it could move back into profitability.  It also was in an       
industry that looked like it could continue to grow.  However, ultimately the   
decision to acquire Aspect was one of our need to have a business with          
potential and Aspect's willingness to be acquired for terms our management      
felt were acceptable.  There may have been other companies which had better     
potential, or were more profitable, but management had not been approached by   
any other companies and we were dependent on loans from management to continue  
to exist so we did not have the time to keep looking for better opportunities.  
Accordingly, although management believed in Aspect and its capabilities, in    
many ways, the decision on Aspect came down to timing and ability to negotiate  
an acquisition.                                                                 

Liquidity and capital resources                                                 
-------------------------------                                                 

As of December 31, 2001, the Company had $3,791 in assets all of it comprised   
of cash. Our liabilities consisted of a note payable to our president. The      
note was in the principal amount of $50,466 with an interest rate of 8%. We     
have no revenues or other source of cash flows with which to repay this note.   
Subsequent to our year end, the note was paid through the issuance of           
3,255,000 shares of our common stock. The $50,466 advanced by our president     
was utilized for general and administrative expenses during 2001.  The          
issuance of the 3,255,000 shares gave our president, John Chris Kirch, 62.55%   
control of Zurickirch.                                                          

Other sources of liquidity during 2001 include:                                 

o     In February 2001 we satisfied loans totaling $75,447 through the
issuance of 850,000 shares; the loans were made by three  
        individuals during mid summer of 2000; the majority of these funds
   were utilized to pay our initial product development costs of
$54,000 and investigating market opportunities.           

o     During the first quarter of 2001, $70,000 in cash was loaned by 
      two individuals: one of whom was the president ($29,500) and one
     of whom was a non-affiliate($40,500).  The president's loan was
       converted into equity along with the additional funds he advanced

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      in 2001 (which increased his loan to us to $50,466.) The $40,500
     non-affiliate advance was also converted into our common stock.
        The advance by our president was used mostly for operating capital
      prior to the effectiveness of the offering; the balance was used
     to fund further product development and pursuit of our business
plan once the offering proceeds were expended.            

o     $100,000 in proceeds from our offering (See Item 5." Use of     
Proceeds.")                                               

Results of operations                                                           
---------------------                                                           

We are a development stage company; our operations have been limited to         
conducting an offering of common stock to the public and limited product        
development during our fiscal year ended December 31, 2001.                     

Risk factors; known trends; uncertainties affecting our business                
----------------------------------------------------------------                

We Are a Development State Company With No Revenues and Anticipate  
Losses for the Foreseeable Future                                   

  Our company was incorporated in the State of Nevada on May 9, 1997 and
had conducted only limited operating activities.  Our sole director/officer     
has only limited experience in managing or operating health and nutritional     
products business. Although, we intend to locate and hire one or more managers  
with significant prior experience, we will only do so if our operations         
warrant the same.  We currently have no commitment to hire any experienced      
managers. Our sole director will only devote part time efforts to this          
business due to other business interests he has. We have only a very limited    
operating history. We have no customers as yet, and we will not have any        
customers until the proposed health product formulas are manufactured, labeled  
and available for us to sell.  We have had no revenue to date. We may not       
succeed in this business and may be required to seek other business             
opportunities. It is likely we will continue to see losses in the foreseeable   
future.                                                                         

   We Will Need Additional Financing to Implement Our Business Plan and Such
Financing May Be Unavailable or Too Costly for Us; We May Need to Seek
Other Business Opportunities.                                         

  The time frame for implementation of our business plan was six to twelve
months from the close of our offering (which closed on May 31, 2001). The       
amount of funds needed for this period was estimated to be $50,000 to           
$100,000.  More than six months has passed since the close of our offering and  
the maximum proceeds of $100,000 have already been expended with                
unsatisfactory results. We need additional funding to effectuate our business   
plan. While we anticipate that one possible source of funds would be an         
additional public offering, we may have to rely on other financing such as      
private placements or debt financing to implement our plans. We may not         
succeed in raising any additional funds through debt or equity financing. We    
may also pursue other opportunities which could result in change of business    
direction or change of control of our company. Such efforts would not           
necessarily result in a successful business operations.                         

Our independent auditor has expressed doubt concerning our ability to 
continue as a going concern.                                          

Unless we raise additional capital to address this problem we may be  
unable to continue in business. As disclosed in Note 4 to our financial         
statements included in this Form 10KSB, we do not have an established source    
of revenues sufficient to cover our operating costs to allow us to continue as  
a going concern.  Our ability to continue as a going concern is dependent upon  
our ability to raise additional capital through other means.                    

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=============================================================================   

ITEM 7.  FINANCIAL STATEMENTS   

=============================================================================   

The following financial statements begin on the next page:                      

Report of Andersen, Andersen & Strong, Certified Public Accountants ......18    
Balance Sheets as of December 31, 2001....................................19    
Statements of Operations for years ended December 31, 2001,                     
and 2000 and the  Period May 9, 1997 to December 31, 2001 .............20 
Statements of Changes in Stockholders' Equity for the                           
period May 9, 1997 to December 31, 2001 ...............................21 
Statements of Cash Flows for the years ended December 31, 2001,                 
and 2000 and the period May 9, 1997 to December 31, 2001 ..............22 
Note to the Financial Statements .........................................23    

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17

ANDERSEN ANDERSEN & STRONG, L.C.                941 East 3300 South, Suite 202  
Certified Public Accountants and                    Salt Lake City, Utah 84106  
Business Consultants                                    Telephone 801 486-0096  
Member SEC Practice Section of the AICPA                      Fax 801 486-0098  

Board of Directors                                                              
ZuricKirch Corp.                                                                
Salt Lake City, Utah                                                            

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS              

We have audited the accompanying balance sheet of ZuricKirch Corp.(development  
stage company) at December 31, 2001 and the related statement of operations,    
stockholders' equity, and cash flows for the  the years ended December 31,      
2001, and 2000 and the period from May 9, 1997 (date of inception) to December  
31, 2001.  These financial statements are the responsibility of the Company's   
management. Our responsibility is to express an opinion on these financial      
statements based on our audits.                                                 

We conducted our audits in accordance with auditing standards generally         
accepted in the United States of America. Those standards require that we plan  
and perform 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 balance sheet presentation. We believe that our audits   
provide a reasonable basis for our opinion.                                     

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of ZuricKirch Corp. at December   
31, 2001,  and the results of operations, and cash flows for the years ended    
December 31, 2001, and 2000 and the period from May 9, 1997 (date of            
inception) to December 31, 2001, in conformity with accounting principles       
generally accepted in the United States of America.                             

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern.  The Company will need additional     
working capital to service its debt and for its planned activity, which raises  
substantial doubt about its ability to continue as a going concern.             
Management's plans in regard to these matters are described in Note 4 . These   
financial statements do not include any adjustments that might result from the  
outcome of this uncertainty.                                                    

                                  s/ Andersen Andersen and Strong LC
February  28, 2002                                                              
Salt Lake City, Utah                                                            

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ZURICKIRCH  CORP.               
(Development Stage Company)               
BALANCE SHEET               
December 31, 2001               

==============================================================================  

ASSETS                                                                          
CURRENT ASSETS                                                                  

Cash                                                         $      3,791 
                                                             -------------

 Total Current Assets                                       $      3,791
                                                             =============

LIABILITIES AND STOCKHOLDERS' EQUITY                                            
CURRENT LIABILITIES                                                             

Accounts payable - related party - Note 3                          50,466 
                                                             -------------

 Total Current Liabilities                                        50,466
                                                             -------------

STOCKHOLDERS' EQUITY                                                            

Preferred stock                                                           
10,000,000 shares authorized at $0.001 par value;                 
    none outstanding                                                   -
Common stock                                                              
50,000,000 shares authorized at $0.001 par value;                 
   6,745,000 issued and outstanding  - Note 3                      6,745

Capital in excess of par value                                    312,957 

Accumulated deficit during  the development stage                (366,377)
                                                             -------------

  Total Stockholders' Deficiency                                  (46,675)
                                                             -------------

                                                            $      3,791
                                                             =============

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

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ZURICKIRCH  CORP.               
(Development Stage Company)               
STATEMENT OF OPERATIONS             
For the Years Ended December 31, 2001 and 2000 and the              
Period May 9, 1997 (date of inception) to December 31, 2001               
=============================================================================   

                                                    Period
                                 Dec 31,     Dec 31,     May 9, 1997
                                      2001        2000       to Dec 31, 2001
                                 ------------- ------------- ---------------

REVENUES                           $          -  $          -  $            -   
                                 ------------- ------------- ---------------

EXPENSES                                                                        

Product development                   57,122        54,000         111,122
Administrative                        86,486        64,626         150,707
Interest expense                         405         1,538           2,348
Depreciation                           2,200           300           2,500
                                 ------------- ------------- ---------------
                                     146,213       120,464         266,677
                                 ------------- ------------- ---------------

NET LOSS FROM OPERATIONS               (146,213)     (120,464)       (266,677)  

DISCONTINUED OPERATIONS - Note 1                                                

Loss from abandoned                                                       
  business activity                         -             -         (99,700)
                                 ------------- ------------- ---------------

NET LOSS                           $   (146,213) $   (120,464) $     (366,377)  
                                 ============= ============= ===============
NET LOSS PER COMMON SHARE                                                       

Basic                           $       (.03) $       (.03)               
                 ------------- -------------
AVERAGE OUTSTANDING SHARES                                                      

Basic                              5,635,000     4,713,750                
                 ------------- -------------

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

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                                                        [Enlarge/Download Table]

                            ZURICKIRCH  CORP.                                                
                      (Development Stage Company)                                            
              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                                   
      Period May 9, 1997 (date of inception) to December 31, 2001                            
=============================================================================================

                                                                    Capital in               
                                              Common Stock          Excess of  Accumulated   
                                          Shares        Amount      Par Value    Deficit     
                                       ------------- ------------ ------------ ------------  
                                                                                             
Balance May 9, 1997 (date of inception)           -  $         -  $         -  $         -   

Issuance of common stock for cash                                                            
  at $.001 - May  9, 1997                 2,970,000        2,970            -            -   

Issuance of common stock for services                                                        
  at $.001 - May 9, 1997                  1,030,000        1,030            -            -   

Issuance of common stock for cash                                                            
  at $1.00 - June 5, 1997                    50,000           50       49,950            -   

Issuance of common stock for cash                                                            
  at $.86 - June 5, 1997                      9,000            9        7,691            -   

Issuance of common stock for cash                                                            
  at $1.00 - July 28, 1997                    1,000            1          999            -   

Issuance of common stock for cash                                                            
  at $.10 - December 1, 1997                300,000          300       29,700            -   

Net operating loss for the period                                                            
  ended December  31, 1997                        -            -            -      (82,403)  

Issuance of common stock for cash                                                            
  at $.07 - February 3, 1998                100,000          100        6,900            -   

Net operating loss for the year                                                              
  ended December 31, 1998                         -            -            -      (17,297)  

Net operating loss for the year                                                              
  ended December 31, 1999                         -            -            -            -   

Issuance of common stock for cash                                                            
  at $.10 - May 31, 2000                    435,000          435       43,130            -   

Contributions to capital by                                                                  
  officer - expenses                              -            -          990            -   

Net operating loss for the year                                                              
  ended December 31, 2000                         -            -            -     (120,464)  
                                       ------------- ------------ ------------ ------------  
Balance  December 31, 2000                4,895,000        4,895      139,360     (220,164)  

Issuance of common stock for payment                                                         
  of debt at $.089 - February 2001          850,000          850       74,597            -   

Issuance of common stock for cash                                                            
  at $ .10 - April &  May 2001            1,000,000        1,000       99,000            -   

Net operating loss for the year                                                              
  ended  December 31, 2001                        -            -            -     (146,213)  
                                       ------------- ------------ ------------ ------------  

Balance December 31, 2001                 6,745,000  $     6,745  $   312,957  $  (366,377)  
                                       ============= ============ ============ ============  

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


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ZURICKIRCH  CORP.               
(Development Stage Company)               
STATEMENT OF CASH FLOWS               
For the Years Ended December 31, 2001 and 2000,  and the              
Period May 9, 1997 (date of inception) to December 31, 2001               

                                                      Period
                                      Dec 31,     Dec 31,     May 9, 1997 to
                                     2001        2000       Dec 31, 2001
                                  ------------- ------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES                                            

Net loss                           $   (146,213) $   (120,464) $    (366,377) 

Adjustments to reconcile net loss                                             
to net cash provided by operating                                           
activities                                                                  

Changes in accounts payable           (29,847)        3,838         50,466
Common capital stock issued                                               
  for services                              -             -          1,030
Contribution to capital -expenses           -           990            990
Depreciation                            2,200           300          2,500
                                  ------------- ------------- --------------
Net Cash From (Used)                                                
     in Operations                    (173,860)     (115,336)      (311,391)
                                  ------------- ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES                                            
Purchase office equipment                    -        (4,500)       (4,500) 
                                  ------------- ------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES                                            
Net proceeds from notes payable         77,447        76,475         77,447 
Proceeds from issuance of                                                   
common stock                          100,000        43,565        242,235
                                  ------------- ------------- --------------
                                      177,447       120,040        319,682
                                  ------------- ------------- --------------

Net Increase (Decrease) in Cash            3,587           204          3,791   

Cash at Beginning of Period                  204             -              -   
                                  ------------- ------------- --------------

Cash at End of Period               $      3,791  $        204  $       3,791   
                                  ============= ============= ==============

NON CASH FLOWS FROM OPERATING ACTIVITIES                                        

Issuance of 1,030,000 common shares for services - 1997     $      1,030    
Contributions to capital by officer - expenses - 2000                990    
Issuance of 1,550,000 for payment of debt - 2001                 145,447    

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

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ZURICKIRCH  CORP.               
(Development Stage Company)               
NOTES TO FINANCIAL STATEMENTS               
=============================================================================   

1.  ORGANIZATION                                                                

The Company was incorporated under the laws of the state of Nevada on May 9,    
1997 with authorized common stock of 50,000,000 shares with a par value of      
$.001 and preferred stock of 10,000,000 shares with a par value of $.001 with   
the name "Weston Caribbean Corp". No terms and conditions have been determined  
by management for the preferred capital stock. On March 9, 2000 the name was    
changed to "Zuric Kirch Acquisitions, Inc." and on April 17, 2000 to            
"ZuricKirch Corp."                                                              

The Company has been in the business of the development of resort properties    
in the Caribbean however during 1998 the business purpose was changed to the    
health products industry. The company sustained a loss of $99,700 (with no      
adjustment for income tax) during its investigation of a potential development  
property in the Caribbean.                                                      

The Company has not started operations and is in the development stage.         

During May, 2000 the Company completed a private placement offering of 435,000  
common shares of its capital stock for  $43,565 and during April and May 2001   
an offering of 1,000,000 shares for $100,000.                                   

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

Accounting Methods                                                              
------------------                                                              

The Company recognizes income and expenses based on the accrual method of       
accounting.                                                                     

Dividend Policy                                                                 
---------------                                                                 

The Company has not yet adopted a policy regarding payment of dividends.        

Income Taxes                                                                    
------------                                                                    

On December 31, 2001, the Company had a net operating loss carry forward of     
$366,377. The income tax benefit of approximately $109,913 from the loss carry  
forward has been fully offset by a valuation reserve because the use of the     
future tax benefit is undeterminable since the Company has no operations.  The  
loss carryover  expires in the years from 2013 through 2022.                    

Estimates and Assumptions                                                       
-------------------------                                                       

Management uses estimates and assumptions in preparing financial statements in  
accordance with generally accepted accounting principles.  Those estimates and  
assumptions affect the reported amounts of the assets and liabilities, the      
disclosure of contingent assets and liabilities, and the reported revenues and  
expenses.  Actual results could vary from the estimates that were assumed in    
preparing these financial statements.                                           

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ZURICKIRCH  CORP.               
(Development Stage Company)               
NOTES TO FINANCIAL STATEMENTS - continued               
==============================================================================  

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                      

Basic and Diluted Net Income (Loss) Per Share                                   
---------------------------------------------                                   

Basic net income (loss) per share amounts are computed based on the weighted    
average number of shares actually outstanding, after the stock split. Diluted   
net income (loss) per share amounts are computed using the weighted average     
number of common shares and common equivalent shares outstanding as if shares   
had been issued on the exercise of the preferred share rights unless the        
exercise becomes antidilutive and then only the basic per share amounts are     
shown in the report.                                                            

Comprehensive Income                                                            
--------------------                                                            

The Company adopted Statement of Financial Accounting Standards No. 130. The    
adoption of this standard had no impact on the total stockholder's equity.      

Recent Accounting Pronouncements                                                
--------------------------------                                                

The Company does not expect that the adoption of other recent accounting        
pronouncements will have a material impact on its  financial statements.        

Financial Instruments                                                           
---------------------                                                           

The carrying amounts of financial instruments,  including cash and accounts     
payable,   are considered by management to be their estimated fair values.      

3.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTY                                 

Transactions with  related parties have been completed between the Company and  
the president- director and family which consists of the following.             

Acquisition of 68% of the outstanding common capital stock after the    
issuance of stock listed below.                                       
A demand  interest bearing loan to the Company of  $50,466.             
A partial payment on the loan made to the Company by the transfer of    
office equipment.                                                     

During February 2002, subsequent to balance sheet date, 3,255,000 shares of     
common stock of the Company were issued as payment of the loan balance of       
$50,466. The outstanding stock after this issuance was 10,000,000 shares.       

Office space, at no charge, for six months at $165 per month, which is          
considered to be the fair value. The amount of $990 has been recognized as a    
contribution to capital.                                                        

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24

ZURICKIRCH  CORP.               
(Development Stage Company)               
NOTES TO FINANCIAL STATEMENTS - continued               
=============================================================================   

4.  GOING CONCERN                                                               

The Company does not have  sufficient  working capital  to service its debt     
and  to  develop the products for the  health care  field, however, the         
management has developed a strategy  to obtain the additional working capital   
needed  through additional equity funding and long term debt which will enable  
the Company to conduct operations for the coming year.                          

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=============================================================================   

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

=============================================================================   

Zurickirch has had no disagreements with its certified public accountants       
with respect to accounting practices or procedures of financial disclosure.     

PART III  

=============================================================================   

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

=============================================================================   

General                                                                         
-------                                                                         

The following table sets forth certain information regarding the current        
sole director and executive officer of Zurickirch:                              

          POSITION(S) WITH
NAME                  AGE         THE COMPANY               DIRECTOR SINCE
----------------------- ------------ ------------------------- --------------   
John Chris Kirch        44          President, CEO                 1997       
  Director
             Treasurer/secretary
                 Chief Financial Officer

There are no family relationships among any of the directors or executive       
officers of the Company; however, Mr. Jay Kirch, the brother of John Chris      
Kirch, served as a director and vice president from March of 2000 until         
December 15, 2001. Jay Kirch resigned due to increased time spent on his full   
time job; he did not have sufficient time to devote to our business.            

Our directors are elected to hold office until the next annual meeting of the   
shareholders and until his or her successor is elected and duly qualified.      
The bylaws state that the annual meeting of shareholders shall be held at the   
Board of Directors discretion.                                                  

Other public companies                                                          
----------------------                                                          

John Chris Kirch is also a director of K-1 Builders, Inc.                       

Business experience                                                             
-------------------                                                             

The following information is furnished for the sole executive officer and       
director of Zurickirch:                                                         

JOHN CHRIS KIRCH, age 44, has served as our President, Chief Executive          
Officer, Chief Financial Officer, and  director since our inception on May 9,   
1997. Since that time he has contributed his time and effort without a salary   

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and devotes approximately 40-60% of his time to our business. Mr. Kirch served  
in 2001 as an officer and director of K-1 Builders, Inc., a small development   
stage construction company.  He was also chairman of Txon International         
Development Corporation for two years since its inception in January of 1998.   
Txon specialized in providing building and construction services to expanding   
corporations. Beginning in January of 1997, Mr. Kirch spent time working on     
business expansion plans with Weston Hotels and Properties, Inc., and Weston    
Caribbean Corp, our predecessor, until May of 1998 when due to lack of funding  
Mr. Kirch ceased pursuing both Weston Hotels and Properties, Inc. and Weston    
Caribbean Corp. There was also an overlapping period from January 1998 to May   
1998 when Mr. Kirch served as an officer and director of both of the Weston     
companies and Txon International Development Corporation.   From April of 1994  
to December of 1996 Mr. Kirch was a cofounder and director of planning for ABT  
Global Pharmaceutical Corporation.                                              

Involvement in certain legal proceedings                                        
----------------------------------------                                        

To the knowledge of management, during the past five years, no present or       
former director, executive officer or person nominated to become a director or  
an executive officer of the Company:                                            

(1)  filed a petition under the federal bankruptcy laws or any state            
insolvency law, nor had a receiver, fiscal agent or similar officer appointed   
by a court for the business or property of such person, or any partnership in   
which he was a general partner at or within two years before the time of such   
filing;                                                                         

(2)  was convicted in a criminal proceeding or named subject of a pending       
criminal proceeding (excluding traffic  violations and other minor offenses);   

(3)  was the subject of any order, judgment or decree, not subsequently         
reversed, suspended or vacated, of any court of competent jurisdiction,         
permanently or temporarily enjoining him from or otherwise limiting, the        
following activities:                                                           

(i)  acting as a futures commission merchant, introducing broker,   
commodity trading advisor, commodity pool operator, floor broker,   
leverage transaction merchant, associated person of any of the      
    foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliate person, director or employee of any  
    investment company, or engaging in or continuing any conduct or practice
in connection with such activity;                                   

(ii)  engaging in any type of business practice; or                 

  (iii) engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of 
federal or state securities laws or federal commodities laws;       

(4)  was the subject of any order, judgment, or decree, not subsequently        
reversed, suspended, or vacated, of any federal or state authority barring,     
suspending or otherwise limiting for more than 60 days the right of such        
person to engage in any activity described above under this Item, or to be      
associated with persons engaged in any such activity;                           

(5)  was found by a court of competent jurisdiction in a civil action or by     
the Securities and Exchange Commission to have violated any federal or state    
securities law, and the judgment in such civil action or finding by the         
Securities and Exchange Commission has not been subsequently reversed,          
suspended, or vacated.                                                          

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(6)  was found by a court of competent jurisdiction in a civil action or by     
the Commodity Futures Trading Commission to have violated any federal           
commodities law, and the judgement in such civil action or finding by the       
Commodity Futures Trading Commission has not been subsequently reversed,        
suspended or vacated.                                                           

Compliance with Section 16(a) of the Exchange Act                               
-------------------------------------------------                               

We do not have a class of securities registered pursuant to Section 12 of the   
Exchange Act and therefore are not required to comply with Section 16(a) of     
the Exchange Act.                                                               

=============================================================================   

ITEM 10.  EXECUTIVE COMPENSATION  

=============================================================================   

Cash compensation                                                               
------------------                                                              

There was no cash compensation paid to any director or executive officer of     
the Company during the fiscal years ended December 31, 2001, 2000, and 1999.    

Bonuses and deferred compensation                                               
---------------------------------                                               

None.                                                                           

Compensation pursuant to plans                                                  
------------------------------                                                  

None.                                                                           

Pension table                                                                   
--------------                                                                  

None.                                                                           

Other compensation                                                              
------------------                                                              

None                                                                            

Compensation of directors                                                       
-------------------------                                                       

None.                                                                           

Termination of employment and change of control arrangement                     
-----------------------------------------------------------                     

There are no compensatory plans or arrangements, including payments to be       
received from the Company, with respect to any person named in Cash             
Compensation set out above which would in any way result in payments to any     
such person because of his resignation, retirement, or other termination of     
such person's employment with the Company or its subsidiaries, or any change    
in control of the Company, or a change in the person's responsibilities         
following a changing in control of the Company.                                 

=============================================================================   

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

=============================================================================   

The following table sets forth certain information furnished by current         
management concerning the ownership of common stock of the Company as of        

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the most recent practicable date, March 8, 2002, based on 10,000,000 shares     
issued and outstanding at that date,  of (i) each person who is known to the    
Company to be the beneficial owner of more than 5 percent of the Common Stock;  
(ii) all directors and executive officers; and (iii) directors and executive    
officers of the Company as a group:                                             

           Amount and Nature
Name and Address                     of Beneficial                              
of Beneficial Owner                  Ownership(1)             Percent of Class  
--------------------------------     --------------------     ---------------   

John Chris Kirch (2)                      6,255,000                 62.55%      
3960 Howard Hughes Parkway 5th floor                                            
Las Vegas, NV  89109                                                            
Officer/Director/5% Owner                                                       

Jay W. Kirch                                500,000                  5.0%       
3960 Howard Hughes Parkway 5th floor                                            
Las Vegas, NV  89109                                                            
5% Owner                                                                        

Total owned by all officers                                                     
and directors as a group (1 person)       6,255,000                 62.55%      

  (1)      All shares owned directly are owned beneficially and of record,
 and such shareholder has sole voting, investment, and
dispositive power, unless otherwise noted.          

 (2)      John Chris Kirch owned 3,000,000 shares of our common stock as
          of our year end or 44% of the 6,755,000 shares then issued and
     outstanding. John Chris Kirch and Jay Kirch are brothers.

=============================================================================   

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  

=============================================================================   

Transactions with directors, executive officers, 5% security holders & others   
-----------------------------------------------------------------------------   

There were no material transactions, or series of similar transactions, in the  
last two years, or any currently proposed transactions, or series of similar    
transactions, to which Zurickirch was or is to be party, in which the amount    
involved exceeds $60,000, and in which any director or executive officer, or    
any security holder who is known by the us to own of record or beneficially     
more than 5% of any class of our common stock, or any member of the immediate   
family of any of the foregoing persons, has an interest.                        

Transactions with promoters (for entities formed in the past five years)        
---------------------------                                                     

As a founder in 1997, and organizer of Zurickirch's business, John Chris        
Kirch, our sole director and president, is considered a "promoter" of our       
company.  During the past two years the following transactions occurred         
between Mr. Kirch and Zurickirch:                                               

.     During 2001, he loaned us a total of $50,466 ($29,500 during the
       first quarter with balance throughout the remainder of the year).
        The loan was a demand interest bearing loan at an interest rate of
 8% and was repaid with 3,255,000 shares of our common stock
    subsequent to our year end. The share issuance gave John Chris
Kirch a 62.55% control of Zurickirch.                     

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.     Mr. Kirch also provides office space to us valued at $165 per   
       month.  In 2000 the rent was considered a contribution to capital
      of $990 by Mr. Kirch; the same was not expensed in 2001 and such
expense will be addressed in 2002.                        

Mr. Kirch,  who is our sole director and management of Zurickirch, believes     
both the rent and loans made to our company can be considered competitive and   
favorable.                                                                      

In 2001, we borrowed $70,000 to fund operations.  The funds were loans from     
Mr. Kirch and another non-affiliated individual.  Mr. Kirch loaned $29,500 and  
the other party loaned $40,500.  The notes were subsequently converted into     
shares of our common stock.  The $40,500 was converted into shares in the       
second quarter of 2001.  Mr. Kirch converted his loan into shares in 2002.      
Mr. Kirch converted a total of $50,466 in loans to us, which included the       
$29,500, for 3,255,000 shares of common stock.  Given Mr. Kirch's relationship  
with the Company, the above conversion and share issuance may not be            
considered arm's length transaction.                                            

In addition, a $75,447 loan was made by three individuals in mid-2000, one of   
whom was a brother of John Chris Kirch, Kevin Kirch.  Kevin Kirch's portion of  
the loan was $35,000. The other two parties were not affiliated with us or      
with any of our then officers/ directors/promoters. Kevin Kirch received        
350,000 shares as repayment of his portion of the loan in February of 2001      
resulting in a reduction in notes payable.  The other two parties received      
500,000 shares of common stock on the conversion of their notes for a total of  
850,000 shares for the cancellation of the $75,447 in notes.                    

Parents.                                                                        
-------                                                                         

None                                                                            

PART IV   

=============================================================================   

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K  

=============================================================================   

(a) Exhibits                                                                    

Exhibit                                                                         
Number              Description                                                 
--------------- ---------------------                                           

3.1*                Articles of Incorporation                                   
3.2*                By-laws                                                     

*   previously filed with initial filing on form SB-2, August 3, 2000           

(b) Reports on 8-K                                                              

No reports on 8-K were filed during the last quarter of the period covered
by this report.                                                                 

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=============================================================================   

SIGNATURES  

=============================================================================   

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

  ZURICKIRCH

Date: October 10, 2002               By: /s/ Paul Gallo                         
                                  ------------------------------------
          Paul Gallo
                       Chief Financial Officer
            Chief Accounting Officer

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

Date: October 10, 2002               By: /s/ Douglas N. Dixon                   
                                  --------------------------------
                                 Douglas N. Dixon, CEO, Director

            By: /s/ Paul Gallo
                                  --------------------------------
                                      Paul Gallo, Chief Financial Officer,
          Director

                  By: /s/ John Chris Kirch
                                   ---------------------------------
                            John Chris Kirch, Director

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CHIEF EXECUTIVE OFFICER CERTIFICATION         

I, Douglas N. Dixon, certify that:                                              

1.  I have reviewed this amended annual report on Form 10-KSB of DND            
Technologies, Inc. (formerly Zurickirch Corp.)                                  

2.  Base 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 annual report;                                                             

3.  Based on my knowledge, the financial statements, and 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 annual report;         

Date: October 10, 2002                                                          

By: /s/ Douglas N. Dixon                                                        
---------------------------------                                         
Douglas N. Dixon                                                          
(Chief Executive Officer)                                                 

 CHIEF FINANCIAL OFFICER CERTIFICATION

I, Paul Gallo, certify that:                                                    

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

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

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

Date: October 10, 2002                                                          

By: /s/ Paul Gallo                                                              
---------------------------------                                         
Paul Gallo                                                                
(Chief Financial Officer)                                                 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/15/02							10QSB/A
		10/10/02		10		33
		9/30/02		2					10QSB,  NT 10-Q
		3/12/02		9					10KSB
		3/8/02		11		30
		2/28/02		18
For Period End:		12/31/01		1		29			10KSB,  10KSB/A
		12/15/01		10		27
		9/11/01		4		5
		6/30/01		12					10QSB,  10QSB/A
		5/31/01		4		16
		4/3/01		4		12
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		8/3/00		31					SB-2
		4/17/00		4		23
		3/9/00		4		23
		12/31/99		21		29
		12/31/98		21
		12/31/97		21
		5/9/97		4		27
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