UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10K Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 NEMCO INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 22-3656615 -------- ------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 625 N. Michigan Avenue Chicago, Illinois 60611 ---------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number (312) 867-1052 -------------- Securities to be registered pursuant to Section 12(g) of the Act: Shares of Voting Common Stock As of June 30, 2002, the following shares of the Registrant's common stock were issued and outstanding: 25,000,000 shares authorized, $0.001 par value 14,333,333 issued and outstanding PART I Item 1. DESCRIPTION OF THE BUSINESS HISTORY AND ORGANIZATION NEMCO., INC., (the "Company"), a development stage company, was organized in October 1996 as Ecotech Solutions Inc., under the laws of the State of Delaware, having the stated purpose of engaging in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. The Company is a blank check company as defined by the Securities and Exchange Commission. The definition of a blank check company is one which has no specific business or plan other than to consummate an acquisition of or merge into another business or entity. The Company on December 11, 2000 acquired all the outstanding shares of common stock of Netmedia Developments Ltd.,(hereinafter "Netmedia") a company incorporated under the laws of the United Kingdom, whereunder the Company acquired all of the outstanding shares of common stock of Netmedia. Additionally, the company effectuated a 3 for 1 reverse split of its outstanding shares of common stock prior to the acquisition of Netmedia. The company thereafter issued 13,000,000 post reverse split shares of the Company in exchange for the outstanding shares of common stock of Netmedia. The transaction was approved by shareholders of both the company and Netmedia. As a result of the acquisition of Netmedia, control of the company passed to the shareholders of Netmedia. Pursuant to the terms of the Acquisition Agreement, the company changed its name to Nemco, Inc. A Form 8/K was filed on December 11, 2000 disclosing the transaction. Thereafter, Nemco was to file, within sixty (60) days of the transaction audited consolidated financial statements of Netmedia on a Form 8/K-A. Nemco however could not compile the financial statements of Netmedia and did not file the requisite Form 8/K-A. Additionally, Nemco was unable to further develop its business plan and effectively carry on operations due to market conditions. The Company was also unable to file interim financial reports on Form 10Q without incurring substantial hardship and expense. Based on the mutual agreement between the respective directors and shareholders of Bioincubation and Nemco, the parties agreed to terminate the original acquisition agreement entered into on December 11, 2000 and reverse the transaction. Control of the company has now reverted back to the original Bioincubation shareholders and the name of the company shall remain Nemco. Nemco shall now proceed as a blank check company whose principal business shall be to merge with or acquire another operating entity. Nemco intends to remain current with its reporting obligations with the Securities and Exchange Commission. Item 2. Description of Property The Company uses office space for its executive offices at two locations. The fair market value of the 200 square foot office at The Studio, St. Nicholas Close, Elstree, Herts, UK is $600 per month. Use of this office space began January 1, 1999. The fair market value of the 300 square foot office at Suite 600, 625 N. Michigan Avenue, Chicago, Illinois is also $600 per month. Use of this office space began January 1, 1999. The Company receives use of these spaces free of charge from its shareholders. Item 3. Legal Proceedings There are no legal proceedings are pending at this time. Item 4. Submission of Matters to a Vote of Security Holders On December 10, 2000, a majority of the shareholders of the company approved the acquisition of Netmedia Developments Ltd.,(hereinafter "Netmedia") a company incorporated under the laws of the United Kingdom, whereunder the Company acquired all of the outstanding shares of common stock of Netmedia. As a result of that acquisition, the company changed its name to Nemco and control of the company passed to the shareholders of Netmedia. On January 5, 2001, a majority of the shareholders of the company voted to reverse the transaction of the acquisition of Netmedia based on the failure of Netmedia to provide sufficient information necessary to file a Form 8-K/A with the Securities and Exchange Commission. As a result of that vote, control of the company passed back to the original shareholders of the company, prior to its acquisition with Netmedia. PART II Item 5. Market for Common Equity and Related Stockholder Matters The Company is not aware of any quotations for its common stock, now or at any time within the past two years. As of June 30, 2002, there were approximately 150 holders of record of the issued and outstanding shares of Issuer's common stock. Issuer has never paid a dividend on its outstanding equity. The Company currently has no established public trading market for its common stock. Shareholders of the Company have not entered into any "lock-up" letter agreement, which would prevent them from selling their respective shares of the Company's common stock until such time as the Company develops its business plan or consummates an acquisition, alliance, merger or business transaction with another entity Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company's principal business purpose is to locate and consummate a merger or alliance with a private entity. Because of the Company's current status having no assets and no recent operating history, in the event the Company does successfully acquire or merge with an operating business opportunity, it is likely that the Company's present shareholders will experience substantial dilution and there will be a probable change in control of the Company. Nemco is a blank check development stage company and its principal business purpose is to locate and consummate a merger or acquisition with a private entity. The Company has been in discussions with various entities to consummate a business transaction however no substantive or definitive terms have been set and the Company has not entered into any agreement, letter of intent or understanding in regard to any transaction. The SEC defines a blank check company as one which has no specific business or plan other than to consummate an acquisition of or merge into another business or entity. A number of states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Additionally, some states prohibit the initial offer and sale as well as any subsequent resale of securities of shell companies to residents of their states. For this reason, management advises that any potential investor who has an interest in the Company should consult local Blue Sky counsel to determine whether the state within which that investor resides prohibits the purchase of shares of the Company in that jurisdiction. Once the Company has acquired or merged with another entity which possesses an active business plan, the Company will no longer be considered a "blank check" company. Additionally, shareholders of the Company have not entered into any "lock-up" letter agreement, which would prevent them from selling their respective shares of the Company's common stock until such time as the Company consummates a merger with or acquisition of another company. The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Company has only limited resources, it may be difficult to find favorable opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders. The Company will select any potential business opportunity based on management's business judgment. Nemco is a voluntarily reporting company which seeks to make information concerning itself more readily available to the public. Management believes that a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act") could provide a prospective merger or acquisition candidate with additional information concerning the Company. In addition, management believes that this might make the Company more attractive to an operating business opportunity as a potential business combination candidate. As a result of filing its registration statement, the Company is obligated to file with the Commission certain interim and periodic reports including an annual report containing audited financial statements. The Company intends to continue to voluntarily file these periodic reports under the Exchange Act even if its obligation to file such reports is suspended under applicable provisions of the Exchange Act. Any target acquisition or merger candidate of the Company will become subject to the same reporting requirements as the Company upon consummation of any such business combination. Thus, in the event that the Company successfully completes an acquisition or merger with another operating business, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years or, in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate. The Company has no recent operating history and no representation is made, nor is any intended, that the Company will be able to carry on future business activities successfully. Further, there can be no assurance that the Company will have the ability to acquire or merge with an operating business, business opportunity or property that will be of material value to the Company. There is always a present potential that the Company may acquire or merge with a business or company in which the Company's promoters, management, affiliates or associates directly or indirectly have an ownership interest. There is no formal existing corporate policy regarding such transactions, however, in the event such a potential arises, the Company shall disclose any conflict of interest to its directors and shareholders for purposes of determining whether to acquire or merge with such a business. Management does not foresee or is aware of any circumstances under which this policy may be changed. The Company has held preliminary discussions with a number of entities for the purpose of consummating an acquisition or merger. These discussions have not developed into any serious negotiations, arrangement or understandings between the Company and such entities and are merely part of the Company's efforts to explore all available opportunities. The Company will consider the operations and business activity of any entity with which it wishes to consummate a transaction for the purpose of determining whether such entity will be able to sustain growth, profit and viable operations over the long term. At this time, the Company has not entered into any letters of intent, agreements or preliminary term sheets with any entity for the purpose of any transaction. The Company at this time does not have any preliminary agreements or understandings for the purpose of providing any consulting services. The Company will consider paying consultant or finders' fees to its principal shareholders on the same basis that it would pay any outside consultant or finder's fee. The Company at this time does not foresee generating any substantial income over the next twelve (12) months. The Company's main purpose and goal is to locate and consummate a merger or acquisition with a private entity. The Company's directors will be compensated with stock of any surviving Company subsequent to a merger or acquisition with a private entity. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations following a successful acquisition or merger. The Company has an arrangement with Channing Investments to supply funds to the Company up to an amount of $50,000. The Company may seek additional funding from its shareholders, including possibly Channing Investments, at such time when the Company requires additional funding to meet its fiscal needs. Shareholders have indicated that they may advance funds to the Company to meet its needs and the Company's management feels that, if required, funding may be provided. Investors should be alerted however that there are no guarantees that such funding would be provided by the shareholders. Channing Investments Ltd., a shareholder of the Company, will lend up to $50,000 to the Company upon request. The loan is not evidenced by a note. The informal agreement calls for no payment of interest. The Company intends to repay the loan, in a lump sum payment, from any fund raising that it may carry out or when the company achieves sustainable revenue. Item 7. Financial Statements REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Stockholders of NEMCO INC. We have audited the accompanying balance sheet of NEMCO INC., (a development stage company) as of June 30, 2002 and the related statements of loss, cash flows and shareholders' equity for the year then ended, and for the period from October 31, 1996 (inception) to June 30, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standard 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, evidences supporting the amounts and disclosures in the financial statements, An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 NEMCO INC., as of June 30, 2002, and the results of its operations and its cash flows for the year then ended and for the period from October 31, 1996 (inception) to June 30, 2002 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has losses from operations and a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Notes 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Graf Repetti & Co., LLP. New York, New York September 19, 2002 NEMCO, INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEET FOR THE YEARS ENDING JUNE 30, 2001 AND JUNE 30, 2002

For the Year For the Year Ended Ended June 30, ~~2000~~2002 June 30, ~~1999~~2001 ------------------------------ ASSETS Current Assets Cash $ 0 $ 0 Other Current Assets 0 0 ---------- ----------- Total Current Assets 0 0 Other Assets 0 0 ---------- ----------- Total Assets $ 0 $ 0 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts Payable $ 0 $ 0 Accrued Expenses 1696,~~800~~466 1939,~~850~~300 ----------- ----------- Total Current Liabilities $1696,~~800~~466 19$39,~~850~~300 Other Liabilities Loan payable - Channing Investments Note 5 3867,~~650~~181 044,700 ----------- ----------- Total Liabilities $55163,~~450~~647 1984,~~850~~000 Stockholders' Equity Common Stock, $.001 par value, Authorized 25,000,000 Shares; Issued and Outstanding 614,~~000~~333,~~000~~333 Shares 614,~~000~~333 614,~~000~~333 Additional Paid in Capital 1334,~~700~~167 1019,~~100~~767 Deficit Accumulated During the Development Stage (75212,~~150~~147) (35118,~~950~~100) ----------- ----------- Total Stockholders' Equity (55163,~~450~~647) (3584,~~950~~000) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0 The accompanying notes are an integral part of these financial statements

NEMCO, INC. (A Development Stage Company) CONDENSED STATEMENT OF LOSS FOR THE YEAR ENDED JUNE 30, 2002 AND FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2002

For the Year ~~For the Year~~ From Ended ~~Ended~~ Inception to June 30, ~~2000~~2002 June 30, ~~1999~~2002 ~~June 30, 2000~~ -------------- -------------~~---------------~~ TOTAL REVENUES: $ 0 $ 0 ~~$ 0~~ ---------- ---------- ~~----------~~ OPERATING EXPENSES: Accounting 78,~~250~~000 228,~~600~~100 ~~9,850~~ Legal 1720,~~500~~846 1065,~~000~~846 ~~27,500~~ Rent (Note 2) 14,400 750,~~200~~400 ~~21,600~~Consultant's ~~Filing~~ Fee 50,000 50,000 Agent's Fee 250 1,000 Filing Fee 50 300 Research and development 0- 12,000 ~~12.000~~ Other Start Up Costs 0- 4,000 ~~4,000~~ ---------- ---------- ~~----------~~ Total Operating Expenses ~~$ 39~~94,~~200~~047 35212,~~850~~147 ~~75,150~~ ---------- ---------- ~~----------~~ NET LOSS $( 3994,~~200~~047) $( 35212,~~850~~147) ~~$( 75,150)~~ NET LOSS PER SHARE $ (0.01) $ (0.0105) ~~$ (0.03)~~ ---------- ---------- ~~----------~~ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 614,~~000~~666,~~000~~667 24,~~454~~667,~~798~~633 ~~2,206,995~~=========== ~~----------~~========== ~~---------- ----------~~ The accompanying notes are an integral part of these financial statements.

NEMCO, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2002 AND FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2002

For the Year From Ended Inception to June 30, ~~2000~~2002 June 30, ~~2000~~2002 ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $( 3994,~~200~~047) $( 75212,~~150~~147) -------- -------- Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Changes in Assets and Liabilities (Decrease)/Increase in ~~Accounts Payable and~~ Accrued Expenses (357,~~050)~~166 1696,~~800~~466 -------- -------- Total Adjustments (357,~~050)~~166 1696,~~800~~466 -------- -------- Net Cash Used in Operating Activities ( 4236,~~250~~881) ( 58115,~~350~~681) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in Loan Payable - Channing Investments 3822,~~650~~481 3867,~~650~~181 Proceeds from Issuance of Common Stock 0 16,000 Paid in capital contributed by shareholders: For payment of accrued expenses 0 100 For rent 314,~~600~~400 332,~~600~~400 -------- -------- Net Cash Provided by Financing Activities 4236,~~250~~881 58115,~~350~~681 -------- -------- Net Change in Cash 0 0 Cash at Beginning of Period 0 0 Cash at End of Period $ 0 $ 0 -------- -------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid During the Period for Interest Expense $ 0 $ 0 -------- -------- Corporate Taxes $ 0 $ 0 -------- -------- The accompanying notes are an integral part of these financial statements.

NEMCO, INC. (A Development Stage Company) STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2002

Total COMMON STOCK ISSUED Additional Accumulated Shareholders' SHARES PAR VALUE Paid in Cap Deficit Equity ------------------------------------------------------------- NET INCOME(LOSS) FOR YEAR ENDED JUNE 30, 1997 0 $ 0 $ 0 $ (50) $ (50) ------------------------------------------------------------- BALANCE JUNE 30, 1997 0 $ 0 $ 0 $ (50) $ (50) SHAREHOLDER CONTRIBUTION 0 0 50 0 50 NET LOSS FOR THE YEAR ENDED JUNE 30, 1998 0 0 0 ( 50) ( 50) ------------------------------------------------------------- BALANCE JUNE 30, 1998 0 0 50 ( 100) ( 50) ISSUANCE OF 4,000,000 SHARES DEC. 22, 1998 4,000,000 4,000 0 (4,000) 0 ISSUANCE OF 2,000,000 SHARES APR. 26, 1999 2,000,000 2,000 10,000 (12,000) 0 NET LOSS FOR THE YEAR ENDED JUNE 30, 1999 0 0 0 (19,850) (19,850) ------------------------------------------------------------- BALANCE JUNE 30, 1999 6,000,000 $6,000 $10,100 $(35,950) $(19,850) SHAREHOLDER CONTRIBUTION 0 0 3,600 0 3,600 NET LOSS FOR THE YEAR ENDED JUNE 30, 2000 0 0 0 (39,200) (39,200) ------------------------------------------------------------- BALANCE JUNE 30, ~~1999~~2000 6,000,000 $6,000 $13,700 $(75,150) $(55,450) CANCELLATION OF 2,000,000 SHARES NOVEMBER 18, 2000 ( 2,000,000) (2,000) 2,000 0 0 ONE FOR THREE REVERSE STOCK SPLIT DECEMBER 11, 2000 ( 2,666,667) (2,667) 2,667 0 0 ISSUANCE OF 13,000,000 SHARES DECEMBER 11, 2000 13,000,000 13,000 (13,000) 0 0 SHAREHOLDER CONTRIBUTION - - 14,000 - 14,400 NET INCOME(LOSS) FOR THE YEAR ENDED JUNE 30, 2001 - - - (42,950) (42,950) ------------------------------------------------------------- BALANCE - JUNE 30, 2001 14,333,333 $14,333 $19,767 $ (118,100) $ (84,000) SHAREHOLDER CONTRIBUTION - - 14,000 - 14,400 NET INCOME(LOSS) FOR THE YEAR ENDED JUNE 30, 2002 - - - (94,047) (94,047) ------------------------------------------------------------- BALANCE - JUNE 30, 2002 14,333,333 $14,333 $34,167 $ (212,147) $(163,647) =============================================================

The accompanying notes are an integral part of these financial statements. NEMCO, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2002 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES A. DESCRIPTION OF COMPANY: Nemco, Inc., ("the Company") is a for-profit corporation incorporated under the laws of the State of Delaware on October 31, 1996 as Ecotech Solutions, Inc. On March 3, 1999 the Company changed its name to Bioincubation Corp. On December 20, 2000, the Company changed its name to Nemco, Inc. The Company is a development stage company and is also considered a shell company at this time based upon the fact that the Company has no significant assets. The Company's principal business purpose is to locate and consummate a merger or alliance with a private entity. B. BASIS OF PRESENTATION: Financial statements are prepared on the accrual basis of accounting. Accordingly revenue is recognized when earned and expenses when incurred. C. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. Significant estimates in the financial statements include the assumption that the Company will continue as a going concern. See Note 5. NOTE 2 - USE OF OFFICE SPACE The Company uses office space for its executive offices at two locations. The fair market value of the 200 square foot office at The Studio, St. Nicholas Close, Elstree, Herts, UK is $600 per month. Use of this office space began January 1, 1999. The fair market value of the 300 square foot office at Suite 600, 625 N. Michigan Avenue, Chicago, Illinois is also $600 per month. Use of this office space began January 1, 1999. The amount for each office is reflected as an expense with a corresponding credit to accrued expenses, as the shareholders expect to be reimbursed in the future. By March 31, 2000, the shareholders were paid the six quarters of rent with funds advanced by Channing Investments Ltd. (see Note 5). Since April 1, 2000, the two offices are contributed by two shareholders as an expense with a corresponding credit to additional paid in capital. NOTE 3 - EARNINGS PER SHARE For the Year From Inception Ended To June 30, 2002 June 30, 2002 -------------------------------------- Net Loss per share $(0.01) $(0.05) NOTE 4 - LIQUIDITY The Company's viability as a going concern is dependent upon raising additional capital, and ultimately, having net income. The Company's limited operating history, including its losses and no revenues, primarily reflect the operations of its early stage. As a result, the Company had from time of inception to June 30, 2002 no revenue and a net loss from operations of $(212,147). As of June 30, 2002, the Company had a net capital deficiency of $(163,647). The Company requires additional capital principally to meet its costs for the implementation of its business plan, for general and administrative expenses. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future. Bioincubation Corp., does not have a working capital line of credit with any financial institution. Therefore, future sources of liquidity will be limited to the Company's ability to obtain additional debt or equity funding. See Note 5. Note 5 - LOAN PAYABLE - CHANNING INVESTMENTS LTD. Channing Investments Ltd., a shareholder of the Company, will lend up to $50,000 to the Company upon request. The loan is not evidenced by a note. The loan agreement calls for interest of 6% per year beginning May 14, 2002. Prior to that, there was no interest on the loan. As of June 30, 2002, Channing Investments Ltd., had paid $66,680 of expenses on behalf of Nemco Inc. Accrued interest of $501 to date brings the loan balance to $67,181. The loan agreement calls for repayment of the loan within fourteen days of the Company's shares being quoted on a stock market or some other fund raising event. The Company intends to repay the loan out of any fund raising that it may carry out or when it achieves sustainable revenue. Note 6 - NON-CASH FINANCIAL TRANSACTIONS Non-cash financing transaction consisting of the cost of payment of accounts payable, and contributed rent and the related additional paid in capital contributed by shareholders have been included in expenses and additional paid in capital, respectively, in the accompanying financial statements. These are valued at $14,400 and $32,400 for the year ended June 30, 2002, and from October 31, 1996 (inception) to June 30, 2002,respectively. Note 7 - STOCK TRANSACTIONS On November 18, 2000, the Company canceled 2,000,000 shares of stock with the consent of the shareholders. On December 11, 2000, the remaining 4,000,000 shares underwent a 1 for 3 reverse stock split. An additional 13,000,000 shares were issued to two shareholders on December 11, 2000 in exchange for an agreement to pay legal and accounting costs of the Company. Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters. PART III Item 9. DIRECTORS AND EXECUTIVE OFFICERS Julian Andrews 33 President and Director None John Bentley 62 Secretary and Director None Julian Andrews is the President of the Company and has nearly ten (10) years experience in computer technologies. He has been with the Company since December 1998. Mr. Andrews previously worked for Lloyds Bank in 1989 where he was involved with the operation of training corporations to utilize computer systems and operations. He remained there until 1998 until he began to work as an independent consultant assisting companies in devising and programming business computer systems. He possesses significant knowledge of live computer systems and their operations and has extensive contacts in the computer and technology industries. He intends to aggressively pursue a merger candidate or business transaction for the company. John Bentley is the Secretary of the Company whose business career started with Europe's first and largest video rental distribution chain, (Intervision PLC), in 1980. In 1984, he played a strategic role in financing the world's first e-mail venture with Wordnet International. He has also worked for Faxcast Corporation and assisted in developing a point to multi- point global fax distribution by satellite in 1990. During the 1970s, Mr. Bentley built a major entertainment / information conglomerate from scratch acquiring 14 public companies by merger and acquisition in three years. They included British Lion Films and Shepperton Studios (Britain's largest movie corporation), Mills and Allen, the worlds largest outdoor advertising corporation outside America and the largest UK owned advertising agency, Dorlands. The group employed over 10,000 people. He is also the Inventor of Net TV, Initiator of point to multipoint global fax by satellite communications. To the best knowledge of management, during the past five years, no present or former director or 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 present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer 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 form 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 affiliated person, director 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 commodity 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 subsequently reversed, suspended, or vacate; (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 judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. The Company's Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in connection therewith, directors, officers, and beneficial owners of more than 10% of the Company's Common Stock are required to file on a timely basis certain reports under Section 16 of the Exchange Act as to their beneficial ownership of the Company's Common Stock. Item 10. EXECUTIVE COMPENSATION SUMMARY The Company has not had a bonus, profit sharing, or deferred compensation plan for the benefit of its employees, officers or directors. The Company has not paid any salaries or other compensation to its officers, directors or employees for the year ended June 30, 2002, nor at any of its officers, directors or any other persons and no such agreements are anticipated in the immediate future. It is intended that the Company's directors will forego any compensation until such time as the Company accumulates significant revenues and income to warrant the payment of compensation to its directors. As of the date hereof, no person has accrued any compensation from the Company. COMPENSATION TABLE: None; no form of compensation was paid to any officer or director at any time during the last two fiscal years. CASH COMPENSATION There was no cash compensation paid to any director or executive officer of the Company during the two fiscal years ended June 30, 2002. 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 of any kind, including payments to be received from the Company, with respect to any person which would in any way result in payments to any such person because of his or her 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 change in control of the Company. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the information, to the best knowledge of the Company as of June 30, 2002, with respect to each person known by the Company to own beneficially more than 5% of the Company's outstanding common stock, each director of the Company and all directors and officers of the Company as a group. Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Ownership of Class ---------------- -------------------- -------- DBP Holdings Ltd. 6,500,000 45.3% S8 Int'l Business Centre Main Street, Gibraltar John Bentley 6,500,000 45.3% Gipps Farmhouse Spithurst Lane Barcrombe Lewes BN8 5EH ENGLAND The Company has been advised that each of the persons listed above has sole voting, investment, and dispositive power over the share indicated above. Percent of Class (third column above) is based on 14,333,333 shares of common stock outstanding as of the date of this filing. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSACTIONS WITH MANAGEMENT AND OTHERS. To the best of Management's knowledge, during the fiscal year ended June 30, 2002, there were no material transactions, or series of similar transactions, since the beginning the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a 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 Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest. CERTAIN BUSINESS RELATIONSHIPS: During the fiscal year ended June 30, 2002, there were no material transactions between the Company and its management. INDEBTEDNESS OF MANAGEMENT: To the best of Management's knowledge, during the fiscal year ended June 30, 2002 there were no material transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a 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 Company to own of record or beneficially more than 5% of any class of the company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest. TRANSACTIONS WITH PROMOTERS: To the best Knowledge of management, no such transactions exist. Item 13. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K (A) FINANCIAL STATEMENTS The Following financial statements are filed as part of this registration statement: Balance Sheet Statement of Loss Statement of Cash Flows Statement of Shareholders' Equity (Deficit) Selected Financial Data (B) EXHIBITS AND INDEX OF EXHIBITS The following exhibits are included in Item 13(c). Other exhibits have been omitted since the required information is not applicable to the registrant. EXHIBIT 3 Certificate of incorporation and by-laws (C) REPORTS ON FORM 8-K No Report on Form 8-K was filed during the fourth quarter of the period for which this Annual Report is filed. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. NEMCO, INC. ---------------------- (Registrant) Date: September 23, 2002 By: /s/ Julian Andrews ---------------------- President

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