SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-KSB

[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934.

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934.

           For the fiscal year ended December 31, 2001

                 Commission File Number:  0-27351

                     LAZARUS INDUSTRIES, INC.
                    -------------------------
      (Exact name of Registrant as specified in its Charter)

       UTAH                                               87-0445575
--------------------------------              --------------------------------
(State or other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

     10 West 100 South, Suite 610, Salt Lake City, Utah 84101
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       (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number including Area Code:  (801) 532-7851

                         (Not applicable)
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       Former name, former address and former fiscal year,
                  if changed since last report.

  Securities Registered Under Section 12(b) of the Exchange Act:
                              None.

   Securities Registered Pursuant to Section 12(g) of the Act:
                  Common Stock, Par Value $0.001

     Check whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, during
the past 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [ X ]     No [  ]

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

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

     State the aggregate market value of voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days: The Company's stock has not
traded on the over-the-counter market since approximately 1991.  There has
been, therefore, no market for the Company's common stock in the
over-the-counter market.

<PAGE>

     As of March 18, 2002, the Registrant had outstanding 7,485,417 shares of
its common stock, par value $0.001.

               DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated:  (1) any annual report to security holders; (2) any
proxy or 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

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ITEM NUMBER AND CAPTION

PART I                                                               Page No.
-----                                                               ---------

Item 1.  Description of Business............................................1

Item 2.  Description of Property............................................6

Item 3.  Legal Proceedings..................................................6

Item 4.  Submission or Matters to a Vote of Security Holders................7

PART II
-------

Item 5.  Market for Common Equity and Related Stockholder Matters...........7

Item 6.  Management's Discussion and Analysis or Plan of Operation..........8

Item 7.  Financial Statements...............................................9

Item 8.  Changes In and Disagreements With Accountants on Accounting and
          Financial Disclosure..............................................9

PART III
--------

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
  Compliance With Section 16(a) of the Exchange Act................10

Item 10. Executive Compensation............................................11

Item 11. Security Ownership of Certain Beneficial Owners and Management....13

Item 12. Certain Relationships and Related Transactions....................14

Item 13. Exhibits and Reports on Form 8-K..................................14

Signatures.................................................................15

<PAGE>

                              PART I

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                 ITEM 1.  DESCRIPTION OF BUSINESS

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HISTORY

     Lazarus Industries, Inc. (the "Company") was organized as a Utah
corporation on December 31, 1985, under the name "Gaslight, Inc.," for the
purpose of seeking a favorable business opportunity.   Immediately following
organization of the Company, it sold a total of 4,000,000 shares of its common
stock,  for an aggregate of $8,000, or $0.002 per share.  In order to provide
the Company with additional capital to seek to acquire or enter into a
favorable business opportunity, in January, 1987,  the Company completed a
public offering pursuant to a registration statement on Form S-18, consisting
of 15,000,000 pre-split shares of common stock at an offering price of $0.01
per share, or a total gross offering of $150,000.

     In the end of March, 1988, the Company completed the terms of an exchange
agreement (the "Exchange Agreement") with Lazarus Medical Innovations, Inc., a
closely-held Utah corporation  ("Lazarus"), and the shareholders of Lazarus,
providing for the acquisition by the Company of Lazarus as a wholly-owned
subsidiary, in a stock-for-stock reorganization (the "reorganization").
Under the terms of the Exchange Agreement, the Company issued a total of
2,036,800  shares of common stock of the Company, or approximately 73.6% of
the issued and outstanding common stock of the Company, after giving effect to
a 1-for-25 reverse split or share consolidation of the issued and outstanding
shares of the Company effectuated in connection with the reorganization.    In
connection with the reorganization, the Company's shareholders approved, in a
special meeting of the shareholders held on March 30, 1988,  the Exchange
Agreement; a 1- for-25 reverse split or share consolidation, described above;
the amendment of the Company's Articles of Incorporation to change the
Company's name to "Lazarus Industries, Inc."; and the appointment of the five
designees of Lazarus as the management of the Company.

     For a period of approximately three years following the reorganization
described above, the Company  was engaged in the manufacture, development and
marketing of various medical products and devices, which was the business
conducted by its wholly-owned subsidiary, Lazarus, prior to the
reorganization.  These activities were terminated in 1991, and the Company was
dormant until the end of 1996, when efforts were commenced by the new
management to reactivate the business of the Company.

GENERAL

     The Company was originally organized for the purpose of creating a
capital resource fund to seek, investigate, and, if warranted, acquire or
participate in a favorable business opportunity.   As described above, in
1988, the Company entered into a reorganization transaction with Lazarus, to
become engaged in the manufacture and marketing of medical devices.  This
business was discontinued in 1991.  The Company was dormant from 1991 until
the end of 1997, when the Company began efforts to reactivate its business in
order to seek a business opportunity to acquire.


     In the past few months, the Company has reviewed and evaluated a number
of business ventures for possible acquisition or participation by the Company.
The Company has not entered

                                1
<PAGE>

into any agreement, nor does it have any commitment or understanding to enter
into or become engaged in a transaction as of the date of this filing.  The
Company continues to investigate, review, and evaluate business opportunities
as they become available and will seek to acquire or become engaged in
business opportunities at such time as specific opportunities warrant.

     To date, opportunities have been made available to the Company through
its officers and directors and through professional advisors including
securities broker-dealers and through members of the financial community.  It
is anticipated that business opportunities will continue to be available
primarily from these sources.

     To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis regarding the quality of
the other firm's management and personnel, the asset base of such firm or
enterprise, the anticipated acceptability of new products or marketing
concepts, the merit of the firms business plan, and numerous other factors
which are difficult, if not impossible, to analyze through the application of
any objective criteria.

     For the past few years, the Company has had no active business
operations, and has been seeking to acquire an interest in a business with
long-term growth potential.  The Company currently has no commitment or
arrangement to participate in a business and cannot now predict what type of
business it may enter into or acquire.  It is emphasized that the business
objectives discussed herein are extremely general and are not intended to be
restrictive on the discretion of the Company's management.

     There are no plans or arrangements proposed or under consideration for
the issuance or sale of additional securities by the Company prior to the
identification of an acquisition candidate.  Consequently, management
anticipates that it may be able to participate in only one potential business
venture, due primarily to the Company's limited capital.  This lack of
diversification should be considered a substantial risk, because it will not
permit the Company to offset potential losses from one venture against gains
from another.

     The Company has voluntarily filed this registration statement on Form
10-SB to become subject to the reporting requirements under the Securities
Exchange Act of 1934 (the "Exchange Act"), based on management's belief that
the Company's reporting status will enhance its ability to locate and acquire
a business opportunity.  The Company intends to continue to voluntarily file
reports under the Exchange Act, regardless of whether its obligation to do so
is suspended by rule or statute.

     Selection of a Business

     The Company anticipates that businesses for possible acquisition will be
referred by various sources, including its officers and directors,
professional advisors, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its officers and
directors and their affiliates, as well as indirect associations between them
and other business and professional people.  By relying on "word of mouth,"
the Company may be limited in the number of potential acquisitions it can
identify.  While it is not presently anticipated that the Company will engage
unaffiliated professional firms specializing in business acquisitions or
reorganizations, such firms may be retained if management deems it in the best
interest of the Company.

                                2
<PAGE>


     Compensation to a finder or business acquisition firm may take various
forms, including one-time cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of securities
(including those of the Company), or any combination of these or other
compensation arrangements.  Consequently, the Company is currently unable to
predict the cost of utilizing such services.  Management of the Company will
not be paid a finder's fee for locating a business opportunity.

     The Company will not restrict its search to any particular business,
industry, or geographical location, and management reserves the right to
evaluate and enter into any type of business in any location.  The Company may
participate in a newly organized business venture or a more established
company entering a new phase of growth or in need of additional capital to
overcome existing financial problems.  Participation in a new business venture
entails greater risks since in many instances management of such a venture
will not have proved its ability, the eventual market of such venture's
product or services will likely not be established, and the profitability of
the venture will be unproved and cannot be predicted accurately.  If the
Company participates in a more established firm with existing financial
problems, it may be subjected to risk because the financial resources of the
Company may not be adequate to eliminate or reverse the circumstances leading
to such financial problems.

     In seeking a business venture, the decision of management will not be
controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but
will be based on the business objective of seeking long-term capital
appreciation in the real value of the Company.  The Company will not acquire
or merge with a business or corporation in which the Company's officers,
directors, or promoters, or their affiliates or associates, have any direct or
indirect ownership interest.

     The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors.  In analyzing prospective
businesses, management will consider, to the extent applicable, the available
technical, financial, and managerial resources; working capital and other
prospects for the future; the nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; the potential for growth and expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or trade
or service marks; name identification; and other relevant factors.

     The decision to participate in a specific business may be based on
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes, and other factors which are
difficult, if not impossible, to analyze through any objective criteria.  It
is anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
requirement to substantially shift marketing approaches, expand significantly,
change product emphasis, change or substantially augment management, and other
factors.

     The Company will analyze all available factors and make a determination
based on a composite of available facts, without reliance on any single
factor.  The period within which the Company may participate in a business
cannot be predicted and will depend on circumstances beyond the Company's
control, including the availability of businesses, the time required for the
Company to complete its investigation and analysis of prospective businesses,
the time required to prepare appropriate documents and agreements providing
for the Company's participation, and other circumstances.

                                3
<PAGE>

     Acquisition of a Business

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, or other reorganization
with another corporation or entity; joint venture; license; purchase and sale
of assets; or purchase and sale of stock, the exact nature of which cannot now
be predicted.  Notwithstanding the above, the Company does not intend to
participate in a business through the purchase of minority stock positions.
On the consummation of a transaction, it is likely that the present management
and shareholders of the Company will not be in control of the Company.  In
addition, a majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new directors
without a vote of the Company's shareholders.

     In connection with the Company's acquisition of a business, the present
shareholders of the Company, including officers and directors, may, as a
negotiated element of the acquisition, sell a portion or all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company.  As a result of such sales, affiliates of the
entity participating in the business reorganization with the Company would
acquire a higher percentage of equity ownership in the Company.  Management
does not intend to actively negotiate for or otherwise require the purchase of
all or any portion of its stock as a condition to or in connection with any
proposed merger or acquisition.  Although the Company's present shareholders
did not acquire their shares of Common Stock with a view towards any
subsequent sale in connection with a business reorganization, it is not
unusual for affiliates of the entity participating in the reorganization to
negotiate to purchase shares held by the present shareholders in order to
reduce the amount of shares held by persons no longer affiliated with the
Company and thereby reduce the potential adverse impact on the public market
in the Company's common stock that could result from substantial sales of such
shares after the business reorganization.  Public investors will not receive
any portion of the premium that may be paid in the foregoing circumstances.
Furthermore, the Company's shareholders may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

     In the event sales of shares by present shareholders of the Company,
including officers and directors, is a negotiated element of a future
acquisition, a conflict of interest may arise because directors will be
negotiating for the acquisition on behalf of the Company and for sale of their
shares for their own respective accounts.  Where a business opportunity is
well suited for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares at a price
which is unacceptable to them, management may not sacrifice their financial
interest for the Company to complete the transaction.  Where the business
opportunity is not well suited, but the price offered management for their
shares is high, Management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company.  Management has not
adopted any policy for resolving the foregoing potential conflicts, should
they arise, and does not intend to obtain an independent appraisal to
determine whether any price that may be offered for their shares is fair.
Stockholders must rely, instead, on the obligation of management to fulfill
its fiduciary duty under state law to act in the best interests of the Company
and its stockholders.

     It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws.  In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms of such
registration rights and the

                                4
<PAGE>

number of securities, if any, which may be registered cannot be predicted, it
may be expected that registration of securities by the Company in these
circumstances would entail substantial expense to the Company.  The issuance
of substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on such market.

     While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code").  In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired business to
own 80% or more of the voting stock of the surviving entity.  In such event,
the shareholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity.  Section 368(a)(1) of the Code
provides for tax-free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or acquires the
securities or assets of another corporation.  Generally, the Company will be
the acquiring corporation in such a business reorganization, and the tax-free
status of the transaction will not depend on the issuance of any specific
amount of the Company's voting securities.  It is not uncommon, however, that
as a negotiated element of a transaction completed in reliance on section 368,
the acquiring corporation issue securities in such an amount that the
shareholders of the acquired corporation will hold 50% or more of the voting
stock of the surviving entity.  Consequently, there is a substantial
possibility that the shareholders of the Company immediately prior to the
transaction would retain less than 50% of the issued and outstanding shares of
the surviving entity.  Therefore, regardless of the form of the business
acquisition, it may be anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their percentage of
ownership in the Company.

     Notwithstanding the fact that the Company is technically the acquiring
entity in the foregoing circumstances, generally accepted accounting
principles will ordinarily require that such transaction be accounted for as
if the Company had been acquired by the other entity owning the business and,
therefore, will not permit a write-up in the carrying value of the assets of
the other company.  The manner in which the Company participates in a business
will depend on the nature of the business, the respective needs and desires of
the Company and other parties, the management of the business, and the
relative negotiating strength of the Company and such other management.

     The Company will participate in a business only after the negotiation and
execution of appropriate written agreements.  Although the terms of such
agreements cannot be predicted, generally such agreements will require
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such
closing, will outline the manner of bearing costs if the transaction is not
closed, will set forth remedies on default, and will include miscellaneous
other terms.

     Operation of Business After Acquisition

     The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest acquired.  The
Company is unable to predict whether the Company will be in control of the
business or whether present management will be in control of the Company
following the acquisition.  It may be expected that the business will present
various risks, which cannot be predicted at the present time.

                                5
<PAGE>

     Governmental Regulation

     It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business.
The use of assets and/or conduct of businesses which the Company may acquire
could subject it to environmental, public health and safety, land use, trade,
or other governmental regulations and state or local taxation.  In selecting a
business in which to acquire an interest, management will endeavor to
ascertain, to the extent of the limited resources of the Company, the effects
of such government regulation on the prospective business of the Company.  In
certain circumstances, however, such as the acquisition of an interest in a
new or start-up business activity, it may not be possible to predict with any
degree of accuracy the impact of government regulation.  The inability to
ascertain the effect of government regulation on a prospective business
activity will make the acquisition of an interest in such business a higher
risk.

     Competition

     The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by
virtue of their stronger financial resources and prior experience in business.
There is no assurance that the Company will be successful in obtaining
suitable investments.

     Employees

     The Company is a development stage company and currently has no
employees.  Executive officers, who are not compensated for their time
contributed to the Company, will devote only such time to the affairs of the
Company as they deem appropriate, which is estimated to be no more than 20
hours per month per person, until such time as the Company enters into active
negotiations to acquire or reorganize with a business.    Management of the
Company expects to use consultants, attorneys, and accountants as necessary,
and does not anticipate a need to engage any full-time employees so long as it
is seeking and evaluating businesses.  The need for employees and their
availability will be addressed in connection with a decision whether or not to
acquire or participate in a specific business industry.


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                 ITEM 2.  DESCRIPTION OF PROPERTY

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     The Company owns no properties.  The Company uses offices and related
clerical services at 10 West 100 South, Suite 610, Salt Lake City, Utah 84101,
provided by an officer and director of the Company at a monthly rental rate of
$200.


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                    ITEM 3.  LEGAL PROCEEDINGS

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The Company is not a party to any material pending legal proceedings, and to
the best of its knowledge, no such proceedings by or against the Company have
been threatened.

                                6
<PAGE>
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   ITEM 4.  SUBMISSION OR MATTERS TO A VOTE OF SECURITY HOLDERS

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     No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fiscal year covered by this
report.

                             PART II

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          ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED
                       STOCKHOLDER MATTERS

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     Quotations for the Company's common stock have appeared on the OTC
Bulletin Board since November, 2001, under the symbol "LAZS."  However, there
is no established trading market for the common stock. For the past few months
to the present, transactions in the common stock can only be described as
sporadic. Consequently, the Company is of the opinion that any published
prices cannot be attributed to a liquid and active trading market and,
therefore, are not indicative of any meaningful market value.

     The following table sets forth for the respective periods indicated the
prices of the Company's Common Stock in the over-the-counter market, as
reported and summarized by the OTC Bulletin Board. Such prices are based on
inter-dealer bid and asked prices, without markup, markdown, commissions, or
adjustments and may not represent actual transactions.

Calendar Quarter Ended                    High Bid($)    Low Bid ($)
----------------------                   -------------   --------------

December 31, 2001                            $0.05           $0.05

     On March 18, 2002, the high and low bid for the Company's common stock,
was $0.05.

     The Company currently has outstanding a total of 1,533,334 shares of
restricted common stock held by individuals who purchased such stock in
private transactions from January through March, 1998.  In addition, there are
3,000,000 shares of restricted stock outstanding to the Company's officers,
and options to purchase 200,000 shares of common stock at an exercise price of
$0.05 per share, which options expire in August, 2009.  After March, 2000, all
shares of common stock outstanding may be sold without restriction under Rule
144(k) promulgated under the Securities Act of 1933, except 3,000,000 shares
which are held by officers and directors ("Control Shares").  Control Shares
may be sold subject to complying with all of the terms and conditions of Rule
144, except the one-year holding period which has been satisfied.

     Since its inception, no dividends have been paid on the Company's common
stock.  The Company intends to retain any earnings for use in its business
activities, so it is not expected that any dividends on the common stock will
be declared and paid in the foreseeable future.

                                7
<PAGE>

     As of the date of this report, there were approximately 241 holders of
record of the Company's Common Stock.

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

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LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2001, the Company had cash of $23,629, liabilities of
$426, and no other liquid assets or resources.

     At present, the Company does not have adequate capital to conduct any
significant operations.  The Company is engaged in the search for potential
business opportunities for acquisition or involvement with the Company, which
activities are severely limited by the Company's lack of resources.
Management believes that any business venture in which the Company becomes
involved will be made by issuing shares of the Company's authorized but
unissued common stock.  It is anticipated that the Company's liquidity,
capital resources and financial statements will be significantly different
subsequent to the consummation of any such transaction.

     The Company has very limited liquid assets, and such assets may not be
sufficient for the Company to meet its operating needs over the next twelve
months.  The Company does not anticipate, however, that it will require
substantial revenue, or additional cash assets,  until it enters into an
acquisition or reorganization transaction with a business opportunity.  The
Company has no material revenues and its needs for capital will in all
likelihood change dramatically if it acquires an interest in a business
opportunity in the next twelve months.  The Company's current operating plan
is to (a) cover the administrative and reporting requirements of a public
company; and (b) search for, and investigate, potential businesses, products,
technologies and companies for acquisition.  At present, the Company has no
understandings, commitments or agreements with respect to the acquisition of
any business, product, technology or company, and there can be no assurance
that the Company will be able to identify any such business, product,
technology or entity suitable for an acquisition or reorganization
transaction.  Moreover, there can be no assurance the Company will be
successful in its efforts to enter into consummate an acquisition or
reorganization transaction on terms favorable or beneficial to the Company and
its shareholders, or that it, or its successor, will be able to effectively
manage the business opportunity the Company acquires or becomes engaged in.

     The Company is dependent upon management and/or its principal
shareholders to provide sufficient working capital to preserve the integrity
of the corporate entity during this phase, and until the Company is in a
position to enter into a business transaction, of which there can be no
assurance.  It is the intent of management and its principal shareholders to
provide sufficient working capital necessary to support and preserve the
integrity of the corporate entity.  However, if the Company is in need of
additional capital to enter into a

                                8
<PAGE>

business opportunity, the Company may not have sufficient capital, or be able
to obtain sufficient capital from management or its principal shareholders for
such purpose.

RESULTS OF OPERATIONS

      The Company had essentially no operations during the fiscal year ended
December 31, 2001.

      The Company has had no revenue from continuing operations and incurred
expenses during the year ended December 31, 2001, of $6,911, in accounting,
legal and other general and administrative expenses in connection with the
Company's continuing efforts to file necessary periodic reports and to
reactivate its business operations, and in reviewing a number of possible
business opportunities during the fiscal year.  For the years ended December
31, 2001 and 2000, the Company has incurred net losses of $6,356 and $3,385,
respectively.

      As indicated, the Company will be dependent on management and its
principal shareholders to provide sufficient capital to preserve the integrity
of the corporate entity until the Company enters into a business enterprise.

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                  ITEM 7.  FINANCIAL STATEMENTS

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     The financial statements of the Company appear at the end of this report
beginning with the Index to Financial Statements on page 16.




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

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     There have been no changes in or disagreements with accountants since the
Company's organization.


                                9
<PAGE>


                             PART III

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

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DIRECTORS AND OFFICERS

     On March 26, 2001, Mr. James C. Lewis resigned as an officer of the
Company due to a recent change in employment.  Accordingly, Chase Kimball was
appointed a director of the Company and the board of directors elected Chase
Kimball to also serve as the Secretary/Treasurer of the Company.  The
following table sets forth the names, ages, and positions with the Company for
each of the directors and officers of the Company.


      Name              Age       Positions                       Since
--------------------- ------ -------------------------------- ---------------
Jack M. Gertino          61   President and Director               1997

Chase Kimball            47   Secretary/Treasurer and Director     2001

Sandra Speciale          52   Director                             1997


     All executive officers are elected by the Board and hold office until the
next Annual Meeting of stockholders and until their successors are elected and
qualify.

     The following is information on the business experience of each director
and officer.

     Jack M. Gertino has been a private investor and business consultant in
Salt Lake City, Utah, for the past five years.  From June 1995 through October
1996, Mr. Gertino was an owner of a Tunex Service Center franchise in Layton,
Utah, which offers automotive Tune-up services.  He is currently pursuing a
number of real estate projects, including the recent purchase and operation of
a commercial office building in Salt Lake City.  From February 1992 to the
present, he has served as a director of Red Horse Entertainment Corporation, a
publicly held shell corporation seeking a business acquisition.  Since
February, 1986, he has also served as an officer and director of Comet
Technologies, Inc., a publicly held Nevada shell corporation seeking a
business acquisition.

     Chase Kimball, an attorney, has been practicing law in the state of Utah
since 1985.  Mr. Kimball has been a senior litigator in the Law Offices of
Randal L. Meek since November, 1999, where he concentrates his practice in the
areas of general civil litigation, personal injury, domestic and business law.
Mr. Kimball was a solo practitioner from August, 1998, to November, 1999.  Mr.
Kimball was a senior associate in the firm of Woodbury & Kesler from
1992-1998.  From 1990-1992, Mr. Kimball was an associate and chief of
litigation in the firm of Lewis & Lehman.  From 1988 to 1990, Mr. Kimball was
an associate attorney with Spafford &

                                10
<PAGE>

Spafford.  Mr. Kimball served as in-house counsel for Collett's Home
Furnishings from January 1988 to August 1988. From July 1987-July 1998, Mr.
Kimball worked as a solo practitioner with M. Dirk Eastmond.  Mr. Kimball
served as a hearing officer in 1987 and 1988.  From October 1985 to July,
1987, Mr. Kimball was an attorney and law clerk for Arron Jepson, assisting
with general civil and commercial law cases.  Mr. Kimball graduated from the
University of Utah in 1976 with an undergraduate degree in musicology and in
1981 with an undergraduate degree in education.  Mr. Kimball received his
juris doctorate degree from the University of Utah in 1986.

     Sandra Speciale worked as an independent marketing representative and
consultant in the consumer electronics business from 1978 to 1985.  From 1985
to 1989, she was a partner in Advanced Marketing, a consumer electronics firm,
where she was instrumental in taking this marketing organization from
$1,000,000 to $40,000,000 in annual sales.  Since 1989,  she has been an
independent consultant, focusing primarily on the marketing of medical
products.  She attended the University of Utah from 1968 to 1978, taking
various courses in theater arts, and business, but did not receive a degree.
She continues to attend seminars and conferences in the medical products
industry.

OTHER SHELL COMPANY ACTIVITIES

     Mr. Gertino is currently a director of Red Horse Entertainment
Corporation and Comet Technologies, Inc., both publicly held shell
corporations seeking a business acquisition.  The  possibility exists that one
or more of the officers and directors of the Company could become officers
and/or directors of other shell companies in the future, although they have no
intention of doing so at the present time.  Certain conflicts of interest are
inherent in the participation of the Company's officers and directors as
management in other shell companies, which may be difficult, if not
impossible, to resolve in all cases in the best interests of the Company.
Failure by management to conduct the Company's business in its best interests
may result in liability of management of the Company to the shareholders.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Chase Kimball, Secretary/Treasurer, filed a late Form 3, in March, 2002.
To the best knowledge of the Company, except for this late filing, there are
no other required reports that have not been filed or have been filed untimely
during the most recent fiscal year ended December 31, 2001.


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

                 ITEM 10.  EXECUTIVE COMPENSATION

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

     During the fiscal year ended December 31, 2000, no officer or director
received any cash compensation.  The officers and directors may provide
services in the future, as needed, and will be compensated at a rate of $30
per hour.  Set forth below is a summary of all compensation received by
officers and directors during the fiscal year:

                                11
<PAGE>

                     CASH COMPENSATION TABLE


Name of Individual or
  Number in Group
   Compensation              Capacity in Which Served                 Cash
--------------------------- ----------------------------------- -------------

Jack M. Gertino             President, Director                 $0 in cash(1)

Chase Kimball               Secretary/Treasurer, Director (2)   $0 in cash

Sandra Speciale             Director                            $0 in cash

(1)  In August, 1999, the Company granted to Jack M. Gertino and James C.
Lewis, officers and directors, options to purchase 100,000 shares of common
stock each at an exercise price of $0.05.  There was no public market for the
Company's common stock as of the date of grant, and the book value of the
Company's common stock was approximately $0.045 per share on the date of
grant.    The options are vested and expire in August 2009.  The options were
issued to compensate these persons for their services to the Company over the
past year, for which they have received minimal compensation.

     Except as stated above, the Company has no agreement or understanding,
express or implied, with any officer, director, or principal stockholder, or
their affiliates or associates, regarding employment with the Company or
compensation for services.  The Company has no plan, agreement, or
understanding, express or implied, with any officer, director, or principal
stockholder, or their affiliates or associates, regarding the issuance to such
persons of any shares of the Company's authorized and unissued common stock.
There is no understanding between the Company and any of its present
stockholders regarding the sale of a portion or all of the common stock
currently held by them in connection with any future participation by the
Company in a business.  There are no other plans, understandings, or
arrangements whereby any of the Company's officers, directors, or principal
stockholders, or any of their affiliates or associates, would receive funds,
stock, or other assets in connection with the Company's participation in a
business.  No advances have been made or contemplated by the Company to any of
its officers, directors, or principal stockholders, or any of their affiliates
or associates.

     There is no policy that prevents management from adopting a plan or
agreement in the future that would provide for cash or stock based
compensation for services rendered to the Company.

     On acquisition of a business, it is possible that current management will
resign and be replaced by persons associated with the business acquired,
particularly if the Company participates in a business by effecting a stock
exchange, merger, or consolidation as discussed under "BUSINESS." In the event
that any member of current management remains after effecting a business
acquisition, that member's time commitment and compensation will likely be
adjusted based on the nature and location of such business and the services
required, which cannot now be foreseen.

                                12

<PAGE>

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

                 ITEM 11.  SECURITY OWNERSHIP OF
             CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

     The following table sets forth as of the date of this report, the number
and percentage of the outstanding shares of common stock which, according to
the information supplied to the Company, were beneficially owned by (i) each
person who is currently a director of the Company, (ii) each executive
officer, (iii) all current directors and executive officers of the Company as
a group and (iv) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the outstanding common stock.  Except as
otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.

                                   Common                           Percent of
Name and Address                   Shares         Options(1)        Class(2)
---------------------------------  -------------  ---------------- -----------

Jack M. Gertino (3)
10 West 100 South, Suite 610
Salt Lake City, Utah 84101            1,176,915      100,000         16.83

Sandra Speciale (3)
853 13th Avenue
Salt Lake City, Utah 84103            1,001,000           -0-        13.37

Chase Kimball (3)
1403 Linda Rosa
Salt Lake City, Utah 84106                5,210            0           .07

James C. Lewis
10 West 100 South, Suite 600
Salt Lake City, Utah 84101            1,106,915      100,000         15.91

All Executive officers and
Directors as a Group (3 persons)      2,183,125      100,000         30.10

(1)  These figures represent options that are vested or will vest within 10
years from the date as of which information is presented in the table.

(2)  These figures represent the percentage of ownership of the named
individuals assuming each of them alone has exercised his or her options, and
percentage ownership of all officers and directors of a group assuming all
such purchase rights held by such individuals are exercised.

(3)  Messrs. Gertino and Kimball and Ms. Speciale are officers and directors
of the Company.

                                13
<PAGE>

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

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

     On December 2, 1997, the Company issued to Jack M. Gertino, James C.
Lewis and Sandra Speciale, officers and directors, 1,000,000 share each, in
consideration of services provided by these individuals during the preceding
months in reactivating the Company.  At the time of issuance of these shares,
and at all times since 1991, there has not been any market for the common
stock of the Company.

     From January, 1998 through March, 1998, the Company sold a total of
1,533,334 shares of restricted common stock to ten (10) private investors, at
a price of $0.03 per share, or a total of $46,000, to provide the Company with
working capital to pursue its plan of updating accountings and pursuing a
favorable business opportunity.

     On August 10, 1999, the Company granted options to Jack M. Gertino and
James C. Lewis, to purchase a total of 100,000 shares each of the Company's
common stock, at an exercise price of $0.05 per share.  The options expire in
August, 2009.

     On March 26, 2001, James C. Lewis resigned as Secretary/Treasurer and a
director, and Chase Kimball was appointed as the new Secretary/Treasurer and a
director.

     Except the transactions described above, there are no proposed
transactions and no transactions during the past two years to which the
Company was a party and in which any officer, director, or principal
shareholder, or their affiliates or associates, was also a party.

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

            ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

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

     Copies of the following documents are included as exhibits to this report
pursuant to Item 601 of Regulation S-B.


Exhibit No.     SEC Ref. No.       Description/ Title of Document

   *               (3)(i)          Articles of Incorporation, as amended

   *               (3)(ii)         Bylaws

   *               (10)            Option granted to Jack M. Gertino dated
                                   August 10, 1999

   *               (10)            Option granted to James C. Lewis dated
                                   August 10, 1999

*    Filed as Exhibit with corresponding number on Form 10-SB dated September
     9, 1999.

     During the fiscal year ended December 31, 2000, the Company filed no
reports on Form 8-K.

                                14
<PAGE>

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

                            SIGNATURES

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

     In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.

                                   LAZARUS INDUSTRIES, INC.


Date: March 18, 2002               By: /s/ Jack M. Gertino
                                      ---------------------------------------
                                      Jack M. Gertino, President

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


Date: March 18, 2002               By: /s/ Jack M. Gertino
                                      ---------------------------------------
                                      Jack M. Gertino, Director


Date: March 18, 2002               By: /s/ Chase Kimball
                                      ---------------------------------------
                                      Chase Kimball, Director


Date:         , 2002               By:
                                      ---------------------------------------
                                      Sandra Speciale, Director



                                15
<PAGE>



                  INDEX TO FINANCIAL STATEMENTS
                     LAZARUS INDUSTRIES, INC.


Independent Auditors' Report of HJ & Associates, LLC                        17

Balance Sheet  as of December 31, 2001                                      18

Statement of Operations for the Years Ended December 31, 2001 and 2000
and from Inception (December 31, 1985) through December 31, 2001            19

Statement of Stockholders' Equity From Inception through December 31, 2001  20

Statement of Cash Flows for the Years Ended December 31, 2001 and 2000 and
from Inception through December 31, 2001                                    23

Notes to the Financial Statements                                           24







                                16
<PAGE>



                                H
                                J
                 -------------------------------
                     HJ & ASSOCIATES, L.L.C.
                 -------------------------------
           CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS




                   INDEPENDENT AUDITORS' REPORT


Board of Directors
Lazarus Industries, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Lazarus Industries, Inc. (a
development stage company) as of December 31, 2001 and the related statements
of operations, stockholders' equity, and cash flows for the years ended
December 31, 2001 and 2000, and from the date of inception on December 31,
1985 through 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 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 Lazarus Industries, Inc. as
of December 31, 2001 and the results of its operations and its cash flows for
the years ended December 31, 2001 and 2000, and from the date of inception on
December 31, 1985 through 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.  As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date, which raises substantial doubt about
its ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Note 3.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
January 30, 2002



-----------------------------------------------------------------------------
 50 South Main Street, Suite 1450 * Salt Lake City, Utah 84144 *
       Telephone (801) 328-4408 * Facsimile (801) 328-4461
------------------------------------------------------------------------------


                                17
<PAGE>

                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
                          Balance Sheet


                              ASSETS

                                                              December 31,
                                                                 2001
                                                             -------------
CURRENT ASSETS

  Cash in bank                                               $     23,629
                                                             -------------

    Total Current Assets                                           23,629
                                                             -------------

    TOTAL ASSETS                                             $     23,629
                                                             =============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accrued liabilities                                        $        426
                                                             -------------

    Total Current Liabilities                                         426
                                                             -------------

    Total Liabilities                                                 426
                                                             -------------

STOCKHOLDERS' EQUITY

  Common stock, $0.001 par value, 50,000,000 shares
   authorized; 7,485,417 issued and outstanding                     7,486
  Additional paid-in capital                                      285,028
  Deficit accumulated during the development stage               (269,311)
                                                             -------------

    Total Stockholders' Equity                                     23,203
                                                             -------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $     23,629
                                                             =============





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

                                10

<PAGE>

                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
                     Statements of Operations

                                                                 From
                                                                 Inception on
                                                                 December 31,
                                         For the Years Ended     1985 through
                                             December 31,        December 31,
                                          2001          2000     2001
                                    -------------- ------------- -------------

REVENUES                            $           -  $          -  $          -
                                    -------------- ------------- -------------
EXPENSES

  General and administrative                6,911         4,576       118,042
                                    -------------- ------------- -------------

    Total Expenses                          6,911         4,576       118,042
                                    -------------- ------------- -------------

LOSS FROM OPERATIONS                       (6,911)       (4,576)     (118,042)
                                    -------------- ------------- -------------

OTHER INCOME (EXPENSE)

  Interest income                             555         1,321         3,997
  Interest expense                              -          (130)         (352)
  Loss from discontinued operations             -             -      (154,914)
                                    -------------- ------------- -------------

    Total Other Income (Expense)              555         1,191      (151,269)
                                    -------------- ------------- -------------

NET LOSS                            $      (6,356) $     (3,385) $   (269,311)
                                    ============== ============= =============

BASIC LOSS PER SHARE                $       (0.00) $      (0.00)
                                    ============== =============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                     7,485,417     7,485,417
                                    ============== =============







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

                                19

<PAGE>
<TABLE>
<CAPTION>


                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
                Statements of Stockholders' Equity
  From Inception on December 31, 1985 through December 31, 2001

                                                                         Deficit
                                                                         Accumulated
                                                            Additional   During the
                                        Common Stock        Paid-in      Development
                                    Shares         Amount   Capital      Stage
                                 ------------- ------------ ------------ -------------
<S>                              <C>           <C>          <C>          <C>
Balance, December 31, 1985                  -  $         -  $         -  $          -

Shares issued for cash at $0.05        160,000         160        7,840          (433)

Shares issued through public
 offering at $0.25 per share           555,523         556      138,325             -

Capital contributed by
 shareholders                                -           -       54,077             -

Net loss from inception on
 December 31, 1985 through
 December 31, 1987                           -           -            -          (735)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1987             715,523         716      200,242        (1,168)

Shares issued to public at $0.25
 per share                              44,480          44       11,086             -

Shares issued in acquisition of
  wholly-owned subsidiary at
  $0.001 per share                   2,036,800       2,037            -             -

Shares issued for finders fee
 at $0.001 per share                   152,000         152            -             -

Shares issued to public at
 $0.10 per share for cash                3,280           3          325             -

Public offering costs                        -           -      (44,059)            -

Net loss for the year ended
 December 31, 1988                           -           -            -       (98,275)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1988           2,952,083       2,952      167,594       (99,443)

Net loss for the year ended
 December 31, 1989                           -           -            -       (39,018)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1989           2,952,083 $     2,952  $   167,594  $   (138,461)
                                 ------------- ------------ ------------ -------------

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

                                20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
          Statements of Stockholders' Equity (Continued)
  From Inception on December 31, 1985 through December 31, 2001

                                                                         Deficit
                                                                         Accumulated
                                                            Additional   During the
                                        Common Stock        Paid-in      Development
                                    Shares         Amount   Capital      Stage
                                 ------------- ------------ ------------ -------------
<S>                              <C>           <C>          <C>          <C>
Balance, December 31, 1989           2,952,083 $     2,952  $   167,594  $   (138,461)

Assets distributed to shareholders          -           -       (15,632)           -

Net loss for the year ended
 December 31, 1990                          -           -            -        (17,153)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1990           2,952,083       2,952      151,962      (155,614)

Net loss for the year ended
 December 31, 1991                          -           -            -           (100)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1991           2,952,083       2,952      151,962      (155,714)

Net loss for the year ended
 December 31, 1992                          -           -            -           (100)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1992           2,952,083       2,952      151,962      (155,814)

Net loss for the year ended
 December 31, 1993                          -           -            -           (100)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1993           2,952,083       2,952      151,962      (155,914)

Net loss for the year ended
 December 31, 1994                          -           -            -           (100)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1994           2,952,083       2,952      151,962      (156,014)

Net loss for the year ended
 December 31, 1995                          -           -            -           (100)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1995           2,952,083       2,952      151,962      (156,114)

Net loss for the year ended
 December 31, 1996                          -           -            -           (452)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1996           2,952,083 $     2,952  $   151,962  $   (156,566)
                                 ------------- ------------ ------------ -------------

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

                                21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
          Statements of Stockholders' Equity (Continued)
  From Inception on December 31, 1985 through December 31, 2001


                                                                         Deficit
                                                                         Accumulated
                                                            Additional   During the
                                        Common Stock        Paid-in      Development
                                    Shares         Amount   Capital      Stage
                                 ------------- ------------ ------------ -------------
<S>                              <C>           <C>          <C>          <C>
Balance, December 31, 1996          2,952,083  $     2,952  $   151,962  $   (156,566)

December 2, 1997 shares issued to
 officers at $0.03 per share for
 services                           3,000,000        3,000       87,000             -

Net loss for the year ended
  December 31, 1997                        -            -            -        (90,669)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1997          5,952,083        5,952      238,962      (247,235)

January 12, 1998 shares issued
 for cash at $0.03 per share        1,116,667        1,117       32,382             -

March 10, 1998 shares issued for
 cash at $0.03 per share              416,667          417       12,084             -

Net loss for the year ended
 December 31, 1998                         -            -            -         (5,785)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1998          7,485,417        7,486      283,428      (253,020)

Net loss for the year ended
 December 31, 1999                          -            -            -        (6,550)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 1999          7,485,417        7,486      283,428      (259,570)

Contributed capital                         -            -        1,600             -

Net loss for the year ended
 December 31, 2000                          -            -           -         (3,385)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 2000          7,485,417        7,486      285,028      (262,955)

Net loss for the year ended
 December 31, 2001                          -            -            -        (6,356)
                                 ------------- ------------ ------------ -------------

Balance, December 31, 2001          7,485,417  $     7,486  $   285,028  $   (269,311)
                                 ============= ============ ============ =============


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

                                22

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows

                                                                         From
                                                                         Inception on
                                                                         December 31,
                                                 For the Years Ended     1985 through
                                                     December 31,        December 31,
                                                  2001         2000      2001
                                             ------------- ------------- -------------

                                          <c>           <c>           <c>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                   $     (6,356) $     (3,385) $   (269,311)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
    Stock for services                                  -             -        90,000
  Change in operating assets and liabilities:
    Increase in taxes payable                           -          (100)         (100)
    Increase in accounts payable - related party        -        (2,221)          222
    Increase in accrued liabilities                     -           204           308
    Increase in accounts payable                        -            (4)           (4)
                                             ------------- ------------- -------------

      Net Cash (Used) by Operating Activities      (6,356)       (5,506)     (178,885)
                                             ------------- ------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES                    -             -             -
                                             ------------- ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Net stock offering proceeds                           -             -       200,914
  Contributed capital                                   -         1,600         1,600
                                             ------------- ------------- -------------

      Net Cash Provided by Financing
       Activities                                       -         1,600       202,514
                                             ------------- ------------- -------------

INCREASE (DECREASE) IN CASH                        (6,356)       (3,906)       23,629

CASH AT BEGINNING OF PERIOD                        29,985        33,891             -
                                             ------------- ------------- -------------

CASH AT END OF PERIOD                        $     23,629  $     29,985  $     23,629
                                             ============= ============= =============

CASH PAID FOR:

  Taxes                                      $          -  $          -  $      1,400
  Interest                                   $          -  $        130  $          -







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

                                23

</TABLE>
<PAGE>

                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
                  Notes to Financial Statements
                    December 31, 2001 and 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Organization

     Lazarus Industries, Inc. (the "Company") was incorporated under the laws
of the State of Utah on December 31, 1985.  The Company was incorporated for
the purpose of engaging in the business of developing, manufacturing and
marketing proprietary medical devices.  In 1991, the Company discontinued its
operations, and liquidated its assets leaving the Company dormant until 1996
when the Company began to seek merging with an existing, operating company.

     b.  Provision for Taxes

     At December 31, 2001, the Company had net operating loss carryforwards of
approximately $114,092 that may be offset against future taxable income
through 2021.  No tax benefit has been reported in the financial statements,
because the Company believes there is a 50% or greater chance the
carryforwards will expire unused.  Accordingly, the potential tax benefits of
the net operating loss carryforwards are offset by a valuation allowance of
the same amount

     The income tax benefit differs from the amount computed at federal
statutory rates of approximately 38% as follows:

                                                      For the Years Ended
                                                         December 31,
                                                        2001        2000
                                                   ------------ -------------

     Income tax benefit at statutory rate          $    (2,416) $     (1,287)
     Change in valuation allowance                       2,416         1,287
                                                   ------------ -------------

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

     Deferred tax assets (liabilities) are comprised of the following:

                                                       For the Years Ended
                                                           December 31,
                                                         2001        2000
                                                  ------------- -------------
      Income tax benefit at statutory rate        $    (43,355) $    (40,940)
      Change in valuation allowance                     43,355        40,940
                                                  ------------- -------------

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

     Due to the change in ownership provisions of the Tax Reform Act of 1986,
net operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.


                                24
<PAGE>

                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
                  Notes to Financial Statements
                    December 31, 2001 and 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     c.  Accounting Method

     The financial statements are prepared using the accrual method of
accounting.  The Company has elected a calendar year end.

     d.  Estimates

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

     e.  Cash and Cash Equivalents

     The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

     f.  Basic Loss Per Share

     The computation of basic income (loss) per share of common stock is based
on the weighted average number of shares issued and outstanding during the
period of the financial statements as follows:

                                                          December 31,
                                                     2001           2000
                                                 -------------- -------------
     Numerator - (loss)                          $      (6,356) $     (3,385)
     Denominator - weighted average number of
       shares outstanding                            7,485,417     7,485,417
                                                 -------------- -------------

     Basic loss per share                        $       (0.00) $      (0.00)
                                                 ============== =============

     g.  Newly Issued Accounting Pronouncements


     SFAS No.'s 141 and 142   In June 2001, the Financial Accounting Standards
Board (FASB) adopted Statement of Financial Accounting Standards SFAS No. 141
is effective as to any business combination occurring after June 30, 2001 and
certain transition provisions that affect accounting for business combinations
prior to June 30, 2001 are effective as of the date that SFAS No.142 is
applied in its entirety, which was September 30, 2001.


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<PAGE>

                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
                  Notes to Financial Statements
                    December 31, 2001 and 2000

     g.  Newly Issued Accounting Pronouncements (Continued)

     SFAS No. 141 provides standards for accounting for business combinations.
Among other things, it requires that only the purchase method of accounting be
used and that certain intangible assets acquired in a business combination
(i.e. those that result from contractual or other legal rights or are
separable) be recorded as an asset apart from goodwill.  The transition
provisions require that an assessment be made of previous business
combinations and, if appropriate, reclassifications be made to or from
goodwill to adjust the recording of intangible assets such that the criteria
for recording intangible assets apart from goodwill is applied to the previous
business combinations The adoption of this principle had no material effect on
the company's consolidated financial statements.

     SFAS No. 142 provides, among other things, that goodwill and intangible
assets with indeterminate lives shall not be amortized.  Goodwill shall be
assigned to a reporting unit and annually assessed for impairment.  Intangible
assets with determinate lives shall be amortized over their estimated useful
lives, with the useful lives reassessed continuously, and shall be assessed
for impairment under the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed of."  Goodwill is also assessed
for impairment on an interim basis when events and circumstances warrant.
Upon adoption of SFAS No. 142, the Company will assess whether an impairment
loss should be recognized and measured by comparing the fair value of the
"reporting unit" to the carrying value, including goodwill.  If the carrying
value exceeds fair value, then the Company will compare the implied fair value
of the goodwill (as defined in SFAS No. 142) to the carrying amount of the
goodwill.  If the carrying amount of the goodwill exceeds the implied fair
value, then the goodwill be adjusted to the implied fair value.

     SFAS No. 143 --  On August 16, 2001, the FASB issued SFAS No. 143,
"Accounting for Asset Retirement Obligations," which is effective for fiscal
years beginning after June 15, 2002.  It requires that obligations associated
with the retirement of a tangible long-lived asset be recorded as a liability
when those obligations are incurred, with the amount of the liability
initially measured at fair value.  Upon initially recognizing for an accrued
retirement obligation, an entity must capitalize the cost by recognizing an
increase in the carrying amount of the related long-lived asset.  Over time,
the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset.
Upon settlement of the liability, an entity either settles the obligation for
its recorded amount or incurs a gain o loss upon settlement.  While the
Company has not completed the process of determining the effect of this new
accounting pronouncement on its consolidated financial statements, the Company
currently expects that the effect of SFAS No. 143 on the Company's
consolidated financial statements, when it becomes effective, will not be
significant.

                                26
<PAGE>

                     LAZARUS INDUSTRIES, INC.
                  (A Development Stage Company)
                  Notes to Financial Statements
                    December 31, 2001 and 2000

     h.  Revenue Recognition

     The Company currently has no source of revenues.  Revenue recognition
policies will be determined when principal operations begin.

     i.  Advertising

     The Company currently has no operations.  Advertising policies will be
determined when principal operations begin.


NOTE 2 - DISCONTINUED OPERATIONS

On March 29, 1988, Gaslight, Inc. (Gaslight) consummated an exchange agreement
(the "Exchange Agreement"), with Lazarus and the shareholders of Lazarus
providing for the acquisition of Lazarus as a wholly-owned subsidiary of
Gaslight.

Under the terms of the Exchange Agreement, Gaslight was required to call and
convene a meeting of its stockholders for the purpose of submitting to its
stockholders for approval proposals for a 25-to-1 reverse stock split or share
consolidation of the 19,000,000 shares of Gaslight's common stock issued and
outstanding at March 18, 1988; approval of the Exchange Agreement, amendment
of Gaslight's Articles of Incorporation to change its name to "Lazarus
Industries, Inc." and the election of five designees of Lazarus to the Board
of Directors of Gaslight.  In connection with the acquisition of Lazarus,
Gaslight issued 2,036,800 post-split shares of its restricted common stock,
par value $0.001 to the stockholders of Lazarus in exchange for all the issued
and outstanding capital stock of Lazarus.  Consequently, Lazarus became a
wholly-owned subsidiary of Gaslight.

NOTE 3 -  GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. Management
intends to seek a merger with an existing, operating company.  In the interim,
it has committed to meeting the Company's minimal operating expenses.



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