UNITED STATES

				SECURITIES AND EXCHANGE COMMISSION

					Washington, D.C. 20549


						FORM 10-KSB

			[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
				SECURITIES AND EXCHANGE ACT OF 1934

				For the fiscal year ended December 31, 2001

					PAVING STONE CORPORATION
		(Exact name of registrant as specified in its charter)

         	 NEVADA 	       	000-30051 		88-0443120
	(State of incorporation) (Commission File No.) (I.R.S. Employer ID No.)

			1760 N.W. 22nd Court, Pompano Beach, FL 33069
			(Address of principal executive offices)

						(954) 971-3235
					(Registrant's telephone number)

					Cottage Investments, Inc.
					(Registrant's Former Name)

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

 Title of each class          Name of each exchange on which registered
---------------------         --------------------------------------
        None                                        None

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

                    Common Stock, par value $0.0001 per share
                   ------------------------------------------
                                (Title of class)

         Indicate by check mark 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 preceding 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 [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. Yes [ ] No [X]

	State issuer's revenues for its most recent fiscal year (year ended
December 31, 2001):  $ 31,754,975.

         Based on the final closing price on December 31, 2001, the aggregate
market value of the voting and non-voting common equity held by non-
affiliates of the Registrant was approximately $6,731,164.

         At December 31, 2001, 2,260,083 shares of the Registrant's common
stock were issued and outstanding.

	Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]

DOCUMENTS INCORPORATED BY REFERENCE

	See Item 13 herein, which is the Exhibits section of this report.

FORWARD LOOKING STATEMENTS

	This annual report on Form 10-KSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which could cause the actual results, performance (financial or
operating) or achievements to differ from the future results, performance
(financial or operating) or achievements expressed or implied by such
forward-looking statements. Such future results are based upon management's
best estimates based upon current conditions and the most recent results of
operations. These risks include, but are not limited to, the risks set forth
herein, each of which could adversely affect our business and the accuracy of
the forward-looking statements contained herein. In particular, when used
herein, the terms "anticipates," "expects," "estimates," "believes" and
similar expressions, as they relate to the company or its management, are
intended to identify such forward-looking statements.

	Through out this Report, the terms "we", "us", "our" and other similar
pronouns refer to the Paving Stone Corporation.  The terms "PVNG", the
"Company," or "Registrant" also refer to the Paving Stone Corporation.

RISK FACTORS
------------

The Company's limited nationwide operating history makes evaluation of
business and prospects difficult.

	The Company has been in business for more than a decade, but has only a
limited operating history on a nationwide basis.  This limits the amount of
information upon which investors can evaluate the Company's business and
prospects. The Company also has limited experience operating outside of its
initial, core markets in Florida, which make the experience to date a poor
indicator of future performance or the ability to evaluate expansion
opportunities or new markets.  The Company cannot give assurance that it will
generate sufficient revenues to fund its operations or that its will be
profitable at such level of operations.  The Company's business and prospects
must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies expanding, like companies in
their early stages of development, particularly companies in new and rapidly
evolving markets.

The Company may not be able to manage its expansion growth plan.

    	For the Company to meet its strategic and business plans, it would need
to experience growth in the size and geographic scope of its operations and
business and would need to develop a substantially larger customer base.
These activities can be expected to place a significant strain on the
Company's current management, operations and capital resources. The Company's
growth will require it to attract, motivate and retain highly skilled
managerial, sales and marketing personnel, or to outsource such needs.  It
will also require the Company to enhance its financial and managerial
controls and reporting systems. There is no assurance that the Company will
be able to manage its growth effectively or be able to attract and retain the
necessary personnel to meet its business challenges.

The Company may not be able to manage its expanding operations effectively.

	The Company has recently experienced, and hopes to continue to
experience, rapid geographic expansion.  However, it has limited experience
in deploying its services in new geographic or vertical markets to date.  The
Company can give no assurance that it will have the ability to manage a
substantially larger number of customers, employees and operations in
geographically expansive areas and vertically differentiated industries or
that it will be able to maintain adequate operational controls or experience
positive financial results.  In addition, rapid growth is likely to place a
strain on managerial, operational and financial resources.

	To accommodate this growth, the Company must accomplish the following,
among other things: implement new or upgraded operating and financial
systems, procedures and controls in multiple locations; expand customer
service, billing and other related support systems; devise and implement new
advertising and marketing campaigns; and obtain sufficient resources and
additional capital. This is not a comprehensive list. The Company may not
succeed with these efforts.  Its failure to accomplish these goals in an
efficient manner could cause expenses to grow and revenues to decline or grow
more slowly than expected, and could otherwise have a material adverse effect
on the Company's business, financial condition and results of operations.

The Company may have difficulty identifying and financing suitable
acquisitions, mergers, joint ventures, strategic alliances, or other business
combinations, which may adversely affect operating and financial results.

	As part of its business strategy, the Company reviews potential
business combinations, acquisitions, mergers, joint ventures and strategic
alliances, which may complement or expand existing business, increase
revenues, create operational efficiencies, or open new markets for sale of
the Company's products and services.  To date, the Company has not entered
into any business combinations (other than the Acquisition, as defined
herein, in which COTF acquired the five operating subsidiaries in December
2001).  Therefore, the Company lacks experience in conducting business
combinations, including, without limitation, mergers and acquisitions.

	Furthermore, the Company may not be able to identify appropriate
business combinations, acquisitions, mergers, joint ventures, or strategic
alliances.  It also may not be able to finance proposed transactions
successfully once identified.  Any failure to identify, finance, close or
successfully integrate future transactions may impede the Company's growth.
There can be no assurance that the Company will have the experience or
capability to assess potential acquisition or merger candidates properly,
negotiate effectively or appropriately with acquisition or merger targets,
complete any proposed business combinations, or integrate acquisition or
merger candidates effectively.

	Any acquisitions that are completed will likely encounter the risks
commonly experienced during business combinations, such as:  difficulty in
integrating operations and personnel, potential business disruption;
assumption of unexpected liabilities; the imposition and maintenance of
common standards, controls, procedures and policies; and the impairment of
relationships with employees and customers as a result of difficulties
arising out of integration.  Furthermore, the value of any business acquired
may be less than the amount paid for it if, for example, there is a decline
in the position of that business in the relevant market in which it operates
or there is a decline in that market generally.

	The Company may encounter difficulties in implementing its business
strategy.  The Company hopes to pursue a strategy of growth through expansion
and business combinations.  It also seeks to continue to shift its mix of
products and services from commercial installation of pavers in Florida to
the installation of pavers in other geographic regions, and in other
commercial and residential marketplaces, with a greater concentration on
residential services.  In addition, it may eventually engage in a vertical
integration within its industry.  Implementation of this strategy will depend
in large part on the Company's ability to finance and manage growth, identify
and integrate new markets and acquisition targets properly, and market the
Company's products and services successfully.  It will need to:  establish a
significant customer base and maintain favorable relationships with those
customers, obtain adequate financing on favorable terms; establish and
maintain appropriate procedures, policies, and systems; hire or engage,
train, and retain skilled employees and laborers; and foresee and implement
strategies to deal effectively with competition.  If the Company is unable to
achieve any or all of these goals, it will not be able to implement its
business strategy, which would have a material adverse effect on its results
of operations and financial condition.

The Company depends heavily on its key personnel, and the inability to retain
them will adversely affect the business of the Company.

	The Company's success depends on the continued availability of its
senior management team, particularly Maurice Sigouin, the Company's Founder,
President, Chief Executive Officer, and Chairman of the Board of Directors.
The Company has an employment agreement with Mr. Sigouin.  The loss of any of
this or other key employees will have a material adverse effect on the
Company's business and prospects.

The Company does not maintain key man life insurance on its principal
employees.

	The Company depends heavily on certain members of management,
including, in particular, Maurice Sigouin, the Company's Founder, President,
Chief Executive Officer and Chairman of the Board of Directors.  The loss of
this or other key employees will have a material adverse impact on the
Company's business and prospects. During the pendency of any search to
replace key employees, the Company will likely suffer operationally and
financially.  The Company does not maintain reserves to protect against any
financial loss in the event of the loss of a key employee.  Furthermore, the
Company does not maintain key man life insurance with respect to any of its
executive employees.

The Company may not be able to attract a sufficient number of proficient
paver installers and other skilled laborers.

    	For the Company to meet is strategic and business plans, it would need
to experience growth in the size and geographic scope of its operations and
business.  The Company's growth will require it to attract, motivate and
retain highly skilled laborers to install pavers, or to engage sufficient
outside contractors to meet these needs. While the Company has not
experienced any such difficulties to date, there can be no assurance that the
Company will be able to attract and retain the necessary personnel to meet
its business challenges.

	Many competitors have faced and continue to experience a lack of
sufficient skilled laborers.  The Company cannot grant assurance that it will
have access to sufficient skilled laborers in a timely fashion, or at an
acceptable price, if at all. While the Company has not experienced any such
difficulties to date, the lack of sufficient skilled labor will impede the
ability of the Company to conduct operations and generate revenues.

The Company may lose key clients, which would cause a material, negative
effect on its financial condition.

	During the fiscal year ended December 31, 2001, the Company generated a
substantial amount of its gross revenue, amounting to approximately twenty
percent, from two clients. The loss of any one of these clients or a
reduction in the needs of such clients could adversely affect the financial
condition of the Company. There can be no assurance that the Company will not
suffer such a loss or a materially adverse financial consequence.

	The Company has endeavored to diversify its products, services, client
base, and geographic concentration, and is investigating the possibility of
engaging in vertical integration to create further diversification.  However,
the Company cannot grant assurance that these or any other efforts will
reduce the risk associated with losing a key client.

The Company may be unable to obtain product for installation work from
suppliers, causing an inability to produce revenue and potential client
litigation.

	The Company requires a high volume of quality products that are
procured from, and assembled by, third party suppliers. Reliance on
suppliers, as well as industry supply conditions generally, involves several
risks, including the possibility of defective product, shortage of product,
increases in costs and reduced control over delivery schedules, any or all of
which could adversely affect the Company's financial results. Freight costs
for heavy paver materials also impact the choice of supplier. Occasionally,
products may be subject to allocations and the Company may experience
difficulty in obtaining sufficient quantities of such products. In some
cases, alternative sources of supply may not be readily available. Where
alternative sources are not available, qualification of the alternative
suppliers and establishment of reliable supplies could result in delays. The
lack of availability of timely and reliable supply of products from these
sources could adversely affect the Company's business. In other cases, the
Company may establish a working relationship with a single source, even when
multiple suppliers are available, if it believes it is advantageous to do so
due to performance, quality, support, delivery, capacity, location, or price
considerations. The Company, where applicable, relies on only one supplier of
certain product lines, based upon location and contractual obligations.

	Based on these factors, there can be no assurance that all necessary
products will be readily available or available at suitable prices. The
Company can provide no assurance it will not suffer any business disruption
from an inability to obtain necessary supplies in a cost efficient and timely
manner.  The interruption in supply availability could materially, negatively
impact the Company's reputation, financial condition and operations.

The Company may not be able to collect accounts receivable or may retain
inadequate reserves for bad debt.

	The Company faces a risk that it will be unable to collect accounts
receivable from its clients.  Certain receivables from general contractors on
commercial projects occasionally become difficult to collect due to industry
wide delays that filter down to the subcontractor level.  The Company faces
the risk that its reserves for bad debt will not be sufficient, which would
negatively impact its financial condition. In the past, the Company has
experienced a need to adjust bad debt reserves and institute collection and
reserve policies.

	There can be no assurance that the Company will be able to collect its
accounts receivable or predict accurately the levels of uncollectible
receivables to permit it to reserve adequately, which could have a material
adverse impact on the financial statements and condition of the Company.

The Company and its shareholders face risks associated with concentration of
ownership by management.

	Control of the Common Stock of the Company and associated voting rights
are concentrated in the hands of Maurice Sigouin, the Chairman of the Board
of Directors, Chief Executive Officer, and President of the Company.
Management and the majority of directors of the Company may face the risk of
having a conflict of interest. Currently, the Company leases office space for
its Pompano Beach, Florida operations and headquarters from a corporation of
which Mr. Sigouin is the sole shareholder.  There can be no assurance that
shareholders of the Common Stock of the Company will not be negatively
affected by the concentration of ownership of its Common Shares by the
management and directors of the Company.

The Company faces the risk of default of debt obligations and negative
impacts of restrictive covenants.

	The Company has certain debt obligations. These include a line of
credit with a major institutional lender and loans from the senior officer of
the Company, in addition to vendor financing and accounts payable.  See
"Notes to Financial Statements."  Certain debt obligations may not permit
subordination to other obligations, and other creditors may not be
subordinate to any debt or equity offered by the Company.  In the event of a
bankruptcy, equity holders will share equally with any common shareholders if
any assets remain after payment to creditors.

The Company has not and may not pay dividends to shareholders.

	The Company intends to retain future earnings, if any, for corporate
purposes, and does not anticipate declaring or paying any cash dividends in
the foreseeable future. Accordingly, there is no assurance that any dividends
will ever be paid on the Company's Common Stock.

The Company will need additional financing for future capital needs, which
may not be available on favorable terms, if at all.

	The Company's capital requirements in connection with conducting its
business, as well as its growth and marketing activities, are significant. To
date, the Company has experienced cash flow difficulties.  These result
primarily from the industry wide practice of long delays in receiving payment
from general contractors who contract with installers as subcontractors on
commercial or residential home building projects.

	If financing does not become available on favorable terms, then the
Company will not have adequate funds to fulfill its long-term strategic
plans.  The Company may conduct placements of its securities to fund its
business plan, including the satisfaction of outstanding debt and
establishing a merger and acquisition program. There can be no assurance that
any offerings will be successful or that the Company may not in the future
require additional funding to continue operations. As a result, the Company
may be required to modify its strategic plan, curtail operations, limit
expansion, or obtain funds by entering into unfavorable arrangements with
collaborative partners or others that may require it to relinquish rights,
including, without limitation, to certain assets or to control over the
Company's management or stock. Furthermore, additional financing efforts may
result in dilution of equity positions or subordination of debt positions and
increased numbers of creditors in the event of liquidation. The Company
cannot grant assurance that it will have access to the capital markets in the
future, or that financing will be available to it on acceptable terms to
satisfy its cash requirements.  If it cannot obtain necessary capital, its
business and financial condition will be materially and adversely affected.

The Company could face claims of product liability, personal injury or other
legal claims.

	In conducting its business, the Company faces the typical risks
involved in construction-oriented businesses. These include the potential for
product damage, personal injury, automobile accidents, breaches of contract,
and other legal issues. The Company maintains product liability and
automobile insurance.  There can be no assurance that the Company will be
able to obtain or maintain insurance on acceptable terms such that any
insurance will provide adequate coverage against all potential liabilities.
A loss of insurance coverage or the assertion of a product liability claim
would likely materially adversely affect the Company's business, financial
condition and results of operations.

The Company may be subject to claims alleging infringement of the
intellectual property rights of others.

	The Company is not aware of infringement on intellectual property or
proprietary rights of others. However, it has not conducted any investigation
as to possible infringement.  In addition, it cannot be sure that a third
party will not assert an infringement claim in the future, or if asserted,
that it will be able to defend successfully against any such claim.  Any such
misappropriation or claim could have a material adverse effect on the
Company's future financial results and/or its ability to operate its
business.

Intense competition could impair the Company's financial condition and
operations.

	Competition in the construction industry is intense.  Within the paver
installation business, the Company has experienced intense competition,
affecting margins negatively, particularly in the state of Florida.
Competition may become more intense as a result of the introduction of new
competitors, consolidation, price discounting, and possibly weakening demand.
Furthermore, to compete successfully, the Company must attract and retain a
sufficient number of management, sales and technical personnel with high
levels of relevant skills and meaningful experience. There can be no
assurance that the Company will be able to attract and retain sufficient
numbers of personnel as the need for such employees increases with the
Company's anticipated growth, or maintain or improve its current position
with respect to any of these or other competitive factors.

	In addition, many potential competitors have significantly greater
financial, technical, marketing and other resources than the Company has.  No
assurances can be made that existing competitors or other companies will not
provide products or services that could be more attractive to consumers or
companies than those provided by the Company or that the Company we will be
able to respond adequately to the competitive challenges it faces.  If the
Company is unable to respond adequately to competitive challenges or
establish a sustainable competitive advantage, it may lose market share or be
forced to lower prices to unprofitable levels.

New laws and regulations could negatively impact the industry, causing
increased costs and decreased opportunities to earn revenue.

	The Company may face limits on its ability to conduct its business due
to legal and regulatory constraints.  These include, without limitation,
securities, environmental, labor, and antitrust regulation, in addition to
regulations applicable to businesses in general.  The impact of regulatory
scrutiny or constraints could negatively impair existing or future business.
The lack of a prior public market for the Company's Common Stock and possible
volatility of the market price for the Common Stock creates investment risk.

	The market price for the Company's common stock may fluctuate
significantly in response to a variety of influences, including, without
limitation: variations in quarterly operating results; changes in financial
estimates by securities analysts; changes in market valuation of competitors
or perceived competitors; changes in market valuation of companies in the
concrete paver or architectural landscape and design industries;
announcements of significant contracts, acquisitions, strategic partnerships,
joint ventures or capital commitments; additions or departures of key
personnel; sales of the Company's securities, including short sales, or
termination of stock transfer restrictions; and fluctuations in trading
volume, which are particularly common among companies listed on the Over-the-
Counter Bulletin Board.  In addition, the stock market has, from time to
time, experienced significant price and volume fluctuations that have
affected the market prices for securities generally. These factors could
materially, negatively impact the liquidity and sales price of the Company's
Common Stock. The Company cannot grant any assurance that the securities
purchased in this Offering will not suffer extreme price fluctuations, or
steep declines in liquidity or stock price, nor can there be assurance that
the Company's stock will achieve the necessary volume or liquidity to permit
ready sales at acceptable price levels.

Sales of the Company's Common Stock in the public market could impair the
ability to complete successful financing efforts.

	The sale of shares of the Company's Common Stock in the public market
could cause a reduction in the market price of its Common Stock.  In addition,
there is a limited trading market for the Company's Common Stock, and the
Company has traded under the current name only since the closing of the
Acquisition (see Item 1 herein) on December 17, 2001. Eventual sales by
stockholders of the Company's Common Stock in the public market once transfer
restrictions are lifted could materially adversely affect the prevailing
market price for the Company's Common Stock. The sale or availability for
sale of substantial amounts of the Company's Common Stock could adversely
affect the market and price for the Common Stock.  In addition to the number
of shares of Common Stock currently outstanding, which may be available for
future resale, the existence of a substantial number of derivative
securities, such as options or warrants, may also adversely affect any market
and price for the Company's Common Stock, the price for such stock.
Furthermore, equity-based incentive compensation plans for employees may be
adopted, beyond management's existing stock and option owners.  These factors
could impair its ability to raise capital through equity offerings.  Any such
sales could also materially adversely affect the market price for the
Company's Common Stock or the ability of stockholders to sell their shares.

The Company may not be able to maintain its listing on the Over-the-Counter
Bulletin Board.

	The Company's Common Stock is currently traded on the Over-the-Counter
Bulletin Board.   Although the Company believes that it will continue to meet
the criteria necessary to maintain such listing, there can be no assurance
that it will be able to do so.  To the extent that the Company does not
maintain such listing, investors will find it more difficult to dispose of,
or to obtain accurate quotations as to the market price of, the Company's
Common Stock.  In addition, failure to maintain a listing for the Company's
Common Stock may constitute an event of default under corporate agreements.
It also may make the Common Stock ineligible for use as, or make the Common
Stock substantially less attractive as, collateral for loans, for investment
by financial institutions under their internal policies or state legal
investment laws, as consideration in the financing of future acquisitions of
businesses or assets, or for issuance in future capital raising transactions.
An investment in the Company must be considered to be speculative in nature.
The Company cannot grant assurance that investors will realize a return
on their investment or that its stockholders will not lose their investments
in the Company in their entirety.  In the event that the Company is forced to
dissolve or commence insolvency proceedings, any proceeds from the
liquidation of assets will be distributed to stockholders only after the
satisfaction of the claims of creditors.  The ability to recover all or any
portion of an investment in the Company's capital stock will depend upon the
amount of the dissolution proceeds.

The Company must comply with penny stock regulations.

	The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks."
The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, deliver a standardized
risk disclosure document prepared by the Securities and Exchange Commission,
which specifies information about penny stocks and the nature and
significance of risks of the penny stock market.  The broker-dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held
in the customer's account.  In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from those
rules, the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure
requirements may have the effect of reducing the trading activity in the
secondary market for a stock that becomes subject to the penny stock rules.
Many brokers have decided not to trade "penny stock" because of the
requirements of the penny stock rules and, as a result, the number of broker-
dealers willing to act as market makers in such securities is limited and may
decline further due to potential additional NASDAQ rules. The penny stock
rules may render the sale of shares by a stockholder more difficult.
The Company's explanation of business plans and strategic goals should be
considered forward-looking statements.

	Certain statements made herein are forward-looking statements and
protected from liability by the safe harbor afforded for forward-looking
statements established in the Private Securities Litigation Reform Act of
1995.  Except for historical information contained herein, the statements in
this document release are forward-looking statements that are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995.  Forward-looking statements involve known and unknown risks and
uncertainties, which may cause actual results in the future periods to differ
materially from forecasted results.  Words such as "anticipates", "believes",
"forecasts", "plans", "hopes", "predicts", "prognosticates", and the like are
meant to indicate that such statements are forward-looking and not historical
in nature, and such statements contain inherent risks and uncertainties which
render them capable of not being achieved.  There can be no assurance that
any forward-looking statement, goal or plan will be achieved.



PART I

Item 1. Description of Business.

	On July 22, 1999, the Company was incorporated under the laws of the
State of Nevada under the name Power Save International, Inc. On August 26,
1999, it changed its name to Interactive Music, Inc.

	In the Fall of 1999, the Company decided to focus on the sale of
consumer goods through the Internet.  On December 15, 1999, the Company
acquired zebramart.com, Inc., a Georgia corporation, for 300,000,000 shares
of the Common Stock in a pooling of interests transaction. On December 22,
1999, the Company changed its name to zebramart.com, Inc.

	On March 6, 2000, the Company acquired Royal Acquisitions, Inc., a
Nevada Corporation, for $200,000 and 2,000,000 restricted shares of the
Common Stock. The transaction was recorded as a purchase.

	On May 24, 2000, the Company acquired MyFavoriteShoe.com, Inc.
("MFS"), an Internet shoe company, for 60,232,519 shares of the Common Stock
in a pooling of interests transaction. On September 8, 2000, MFS sold its
Internet shoe operations for consideration that included cash and the
assumption of some liabilities. Assets sold included inventory and various
MFS records and intellectual property.

	On September 13, 2000, the Company purchased a 30% interest in Cottage
Ventures, LLC, for 30,000,000 reverse split adjusted shares of the Common
Stock.  The Company remained in the development stage since its activities
from inception were primarily start-up operations in nature, with no
significant revenues generated.  The development strategy was focused on
acquiring and growing companies that have the potential to become leaders
in their respective fields.

	During 2001, the Company announced that it had changed its core
focus from Internet related ventures to become a communications
infrastructure company. To accomplish this end, the Company divested
itself of all of its operating subsidiaries, and had no business operations
remaining by the Fall of 2001.

	On October 11, 2001, the Company entered into an Agreement and Plan of
Reorganization (the "Agreement") to acquire (the "Acquisition") all of the
issued and outstanding common stock of five companies in the concrete paver
installation, design and marketing industry.  The five companies included The
Paving Stone Co., Inc., a Florida corporation, The Paving Stone Company of
California, Inc., a California corporation, The Paving Stone Company of
Arizona, Inc., an Arizona corporation, Paving Stone of Nevada, Inc. a Nevada
corporation, and Paving Stone Company of Atlanta, Inc., a Georgia corporation
(collectively, the "Paving Stone Companies").

	Each of the entities comprising the Paving Stone Companies had its
headquarters in Pompano Beach, Florida, and was solely owned by Maurice F.
Sigouin. Mr. Sigouin founded the first of the five companies, which was The
Paving Stone Co., Inc. of Florida in Pompano Beach, Florida in 1990.  By
2001, the five companies had seventeen offices in eight states.

	Under the Agreement, the Company was to acquire the Paving Stone
Companies for a total of 20,000,000 shares of its Common Stock, of which
16,040,000 shares would be issued to:  Mr. Sigouin, the sole shareholder of
the Paving Stone Companies, 1,320,000 shares would be issued to Jace Simmons,
an officer of the Paving Stone Companies, and 2,640,000 shares would be
issued to consultants providing services to the Paving Stone Companies before
and after the transaction.  In exchange, Mr. Sigouin exchanged all of the
outstanding common shares of the five Pawing Stone Companies.  The Paving
Stone Companies also were required to pay cash in the amount of $30,000,
which was to be used to pay off existing liabilities of the Company.

	The Acquisition was contingent a number of events, including, without
limitation, the successful completion of due diligence by both sides, the
settlement or satisfaction of all liabilities of COTF, the effectuation of a
reverse stock split of the common stock of the Company's Common Stock
sufficient to reduce the number of issued and outstanding shares of common
stock to approximately 2,000,000, and the receipt of all necessary approvals
to amend the Articles of Incorporation to increase the number of authorized
shares of Common Stock to 150,000,000, and to change the Company's name to
"Paving Stone Corporation." The Company obtained necessary approvals, and
filed an information statement with the Securities and Exchange Commission on
Form 14C in November 2001.

	On December 17, 2001, the Acquisition closed, causing a change in
control of the Company. Most of the conditions and deliveries were met with
additional conditions to be completed subsequent to the closing.  After the
Company's charter was amended to change the Company's name to Paving Stone
Corporation, the trading symbol for the Company's Common Stock was changed
from "COTF" to "PVNG."

	In connection with the Acquisition, Daniel J. Mackell and Sean M. Daly
resigned from the board of directors.  Mr. Sigouin was elected a director and
Chairman of the board of directors and Mr. Simmons was elected a director.
Under the Agreement, Messrs. Mackell and Daly each retain the right to
designate a member of the board of directors of the Company, and Mr. Sigouin
has the right to appoint five members to the board of directors. To date, no
board members other than Messrs. Sigouin and Simmons have been appointed.
The Acquisition was treated for accounting purposes as a purchase
transaction.  The Company acts as a holding company. Each of the Paving Stone
Companies forms a wholly-owned, operating subsidiary of Paving Stone
Corporation.

	The Paving Stone Corporation, through its subsidiaries, engages in the
business of marketing and installing concrete, interlocking pavers.  It
designs and installs pavers in both commercial and residential markets.
Pavers are interlocking bricks used in driveways, pool decks, gardens,
and retaining walls. Larger commercial applications include office buildings,
high-rises, hotels, ports, sports complexes, streets, and even airport
runways.

	Made in a range of styles, designs and colors, pavers create
decorative, appealing, durable, and environmentally sound ground coverings.
They offer many pragmatic, economic, and aesthetic benefits, especially when
compared with alternative landscape architecture products, such as concrete
pavement, clay, asphalt, stone, or traditional bricks.  Able to bear
tremendous weight and pressure, pavers are strong, durable, and weather
resistant.  They have wide-ranging decorative uses, creating beautifully
designed homes, landscapes, and commercial areas. Environmental advantages
result from the use of pavers, too, since they permit water drainage and
recycling. If desired, paving systems can be installed in a manner that
permits perculation of water between pavers, allowing water to return to the
ground.

	The Company has won awards for the quality of its work from the
nonprofit trade organization, Interlocking Concrete Pavement Institute
("ICPI"). Manufacturing companies, home improvement resellers, and large,
publicly held general contractors, have recommended the Company for
installation of large commercial and individual residential projects
involving interlocking pavers.

	Established a decade ago with two employees, the Company has grown to
approximately one hundred employees located in seventeen offices
nationwide.  In addition to eight offices throughout Florida, the Company
operates in Alabama, Arizona, California, Georgia, Nevada, North Carolina,
Tennessee, Texas, and the Carolinas.

	The Company does not intend to send an annual report to its
shareholders for the year ended December 31, 2001.  It has filed all required
reports on Forms 10-Q and 8-K for the year ended December 31, 2001.  The
public may read and copy any materials filed with the Securities and Exchange
Commission at the agency's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the Securities and Exchange Commission
at 1-800-SEC-0330. The SEC maintains an Internet site that contains the
Company's reports, proxy and information statements, filings and other
information at http://www.sec.gov.

Item 2 Description of Properties

	The Company's main office is located in Pompano Beach, Florida. The
office is occupied pursuant to a lease with monthly lease payments of
approximately $7,000. The Company is party to an additional thirteen leases
for office space in each of the primary branch locations in which it conducts
operations.

Item 3. Legal Proceedings.

	The Company knows of no material legal proceedings at this time.
Periodically, the Company becomes party to legal claims that arise in the
ordinary course of business.

	During the year ended December 31, 2001, a subsidiary of the Company
was party to an arbitration proceeding arising from the sale of an affiliated
entity.  The matter was resolved in favor of the Company's subsidiary for a
total of $326,000, plus fees.  Of this amount, approximately $274,000 has
been tendered. Efforts are underway to effectuate enforcement or collection
of the remaining amounts.

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

	As reported on a Form 14C filed with the Securities and Exchange
Commission on October 25, 2001, and amendments thereto, filed on November 15,
19, 21 and 26, 2001, a majority of the shareholders voted to amend the
Company's charter to increase the number of authorized shares of Common Stock
to 150,000,000 and to change the name of the Company to Paving Stone
Corporation, in connection with the Acquisition (see Item 1).  The
affirmative vote of the holders of a majority of the outstanding shares of
the Company was required to approve these amendments. The holders of
100,226,966 shares, or 59% of the Company's then-outstanding shares, acted
via written consent on or about October 9, 2001, to vote in favor of the
amendments. At the time of the vote the Company had 169,015,471 shares of
common stock outstanding. There was no vote by the shareholders of the
Company because the amendments were approved by the written consent of the
holders of a majority of the shares of the Company, as allowed by Nevada law,
under NRS Section 78.320. The changes were effective on or about December 17,
2001.

	As previously reported on a Report on Form 8-K filed with the
Securities and Exchange Commission on December 11, 2001, on December 7, 2001,
the board of directors of the Company voted to approve a reverse stock split
in which every one hundred and thirty-three (133) shares of common stock was
to be exchanged for one (1) share of common stock of the Registrant. Any
fractional shares were to be rounded up to the nearest whole share. The
reverse split was effective as of the close of business on December 17, 2001.

PART II

Item 5. Market For Common Equity And Related Stockholder Matters.

	As of December 31, 2001, the Company's authorized capital stock
consisted of 150,000,000 shares of common stock, par value $0.00001 per
share, of which approximately 2,260,083 were issued and outstanding. The
Company had approximately 457 holders of record of Common Stock as of
December 31, 2001. Prior to the reverse stock split described in Item 4
above, the Company had outstanding options and warrants to purchase shares of
Common Stock at pre-reverse split prices ranging from $0.076 to $1.20.

	The Common Stock of the Company has been traded in the over-the-
counter Bulletin Board ("OTCBB") market since September 1999 and is quoted on
the OTCBB or in the "pink sheets" maintained by the National Quotation
Bureau, Inc. under the symbol "PVNG".  The high and low sales prices of the
common stock, as traded in the OTCBB market, on December 31, 2001, were
both approximately $1.45. The quarterly range of high and
low prices for the past two years were as follows:


                         Sale Prices

                       High        Low

Ended December 31, 2000

1st Quarter           4.60        0.90
2nd Quarter           1.26        0.14
3rd Quarter           0.34        0.07
4th Quarter           0.08        0.01


Ended December 31, 2001*

1st Quarter           0.93		3.99
2nd Quarter           0.27		1.20
3rd Quarter           0.28		3.86
4th Quarter           0.93		8.65

*Adjusted for 133:1 reverse stock split effected at the close of
business on December 17, 2001.

	These prices are based upon quotations between dealers, without
adjustments for retail mark-ups, markdowns or commissions, and therefore may
not represent actual transactions.

	The Company paid no dividends on its Common Stock as of December 31,
2001.  The Company intends to retain earnings and does not intend to pay a
dividend on its Common Stock for the foreseeable future.
As indicated in Item 4 above, the board of directors of the Company
voted to approve a reverse stock split in which every one hundred and thirty-
three (133) shares of common stock was to be exchanged for one (1) share of
common stock of the Registrant. Any fractional shares were to be rounded up
to the nearest whole share. The reverse split was effective as of the close
of business on December 17, 2001.

	Between June 2000 and October 2000, the Company sold in private sales
a total of 5,452,598 shares of the Common Stock for total cash consideration
of $327,500.  In the fourth quarter of 2000, the Company sold 1,021,034
shares of Common Stock for the settlement of debts and the purchase of debts
of our subsidiaries totaling $207,800. The Company believed that the stock
was exempt from registration under the Securities Act of 1933, as amended.

	During the first quarter of 2001, the Company issued 8,760,000 pre-
split shares of common stock to purchase $306,929.10 in debt of
MyFavoriteShoe.com.  The Company also issued 119,953 pre-split shares to
settle a dispute with a former consultant. During the second quarter of 2001,
the Company issued 5,338,933 pre-split shares of common stock to settle
accounts payable of $32,034. On September 30, 2001 the Company sold 1,700,000
pre-split shares of common stock to Stony Point Capital, LLC, a party
unrelated to the Company, for $50.00 and advisory services.  On October 17,
2001, the Company issued 10,107,500 pre-split shares of common stock to
Joseph J.T. Carter in a conversion of a convertible note for $9,000. Between
November 2001 and December 2001, the Company sold 26,343,483 pre-split shares
of Common Stock for the settlement of debts and the purchase of debts
totaling $271,852. The Company believed that the stock was exempt from
registration under the Securities Act of 1933, as amended.

	On December 14, 2001, the Company, prior to the Acquisition (see Item
1), registered 16,226,000 shares of common stock at a price of $.01 per
share, on a Form S-8.  These shares were issued to pay for services of
members of management and counsel prior to the Acquisition.

	Subsequent to the fiscal year end, on April 12, 2002, the Company sold
four million (4,000,000) shares of Common Stock and warrants to purchase one
and one half million shares (1,500,000) of Common Stock, to an investor, in
exchange for consideration equivalent to one million dollars ($1,000,000
U.S.D.)  The Company believes that the sale of the Common Stock was exempt
from registration under section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 promulgated thereunder by the Securities and Exchange
Commission.

Item 6. Management's Discussion And Analysis Or Plan Of Operation.

OVERVIEW

	The following discussion and analysis should be read in
conjunction with the Selected Consolidated Financial Data and
the Consolidated Financial Statements and Notes thereto included
elsewhere herein.

	We opened our first office in 1990 in Florida and
proceeded to open six more offices in Florida through the year
2000.  In 1999, we opened our first two offices outside of
Florida, in Georgia and Arizona.  In 2000, we opened two more
offices, in Nevada and Alabama.

	In 2001, we continued our aggressive national expansion by
opening three offices in Northern California, including our
first remodeling office as described below. In addition, we
opened offices in Destin, Florida; Houston, Texas; and Myrtle
Beach, South Carolina. The total number of offices nationwide
increased 55%, from 11 to 17, during 2001. As a result of higher
revenues per square foot, we expect these new offices to
generate significant margin improvements and profits in 2002.
Our core offices in Florida, Georgia, Arizona and Nevada were
profitable in 2001 as shown below and we expect these offices to
achieve even higher profits in 2002 due to our aggressive sales
and marketing efforts.

	One of our new California offices, which opened in March
2001, reflects our formal entry into the homeowner remodeling
business.  From this office, we market directly to the
homeowner, as opposed to builders and developers, using direct
mail campaigns, and by advertising in upscale home magazines and
home shows. Our new remodeling office in California recorded
$468,034 in revenues in 2001 and we are projecting substantial
increases in 2002 revenues and profit margins.

	Our gross margins increased in 2001 over 2000, largely due
to improvements in our core office margins along with our
continued expansion into new higher margin areas, as follows:

                                 2001      2000    1999

Core Office Margins              18.4%   16.8%     14.0%
Expansion Office Margins     	   27.0%   29.0%      N/A
Total Margins                    19.1%   18.5%     14.0%

	Note that expansion offices reach maturity after
12 to 18 months and then are considered core offices.
On December 17, 2001, as a result of the acquisition by Cottage
Investments, Inc., we incurred a one time non-cash charge of
$5,187,600, which reflects the then-current
market value of restricted common shares, issued to officers,
directors and advisors. Earnings before interest, taxes,
depreciation and amortization (EBITDA) excluding this non-cash
charge was ($260,673) in 2001 broken down as follows:

2001 EBITDA

Expansion Offices in California, Texas
Florida Panhandle and South Carolina	($653,797)

Core offices in Florida, Georgia,
Arizona and Nevada 				 $393,124

Total EBITDA, excluding the
non-cash charge per above			($260,673)


	On April 12, 2002, we raised, through the sale of equity,
consideration equivalent to one million dollars ($1,000,000
U.S.D.) The use of proceeds will reduce accounts payable
and fund continued expansion. As needed, we plan to raise
additional capital in the future to finance growth both
internally and through acquisitions.

	We recently signed an agreement with a large national home
improvement retailer to provide installation services to its
customers throughout Florida. Once implemented over the next
several months, we expect this to result in significant
increases in sales, gross margins and profitability. We plan to
expand the scope of these installation services for this
retailer to several states.

FINANCIAL CONDITION

	Total assets as of December 31, 2001 were $6,940,390, an
increase of 20.7%, or $1,189,337, from total assets of
$5,751,053 at December 31, 2000. The increase is primarily
attributable to the opening of 6 new offices in California,
Texas, Florida panhandle and South Carolina.

	Current liabilities increased by $2,330,497 from
$4,455,171 at December 31, 2000 to $6,785,668 at December 31,
2001. The increase is partially attributable to increased
borrowings under our line of credit of $833,071 which were used
to help finance our expansion. In addition, a long-term note
payable to stockholder of $313,730 at December 31, 2000 became
current during 2001. And lastly, accounts payable and accrued
expenses increased by $810,024 from December 31, 2000 to
December 31, 2001, primarily due to the opening of 6 new offices
Stockholder's equity decreased from $925,709 at December
31, 2000 to $14,368 at December 31, 2001, a decrease of
$911,341.  The decrease is primarily attributable to a net
operating loss (before the one time cash charge described above)
of $513,080 in 2001, along with stockholder distributions of
$354,192 prior to the company switching from an "S" corporation
to a "C" corporation.

RESULTS OF OPERATIONS

	Revenue increased by 24.6%, or $6,279,063, for the twelve-
month period ended December 31, 2001 as compared to the same
period for the prior year. The increase was partially due to the
opening of 6 new offices during 2001 in California, Texas,
Florida panhandle and South Carolina. 2001 sales in these new
offices totaled $2,523,165. In addition, sales in our core
offices in Florida, Georgia, Arizona and Nevada. increased by
$3,755,898 in calendar 2001 over 2000. The Georgia, Arizona and
Nevada offices were considered expansion offices in 2000.

 	Cost of goods sold increased $4,912,857 for the twelve-
month period ended December 31, 2001, compared with the same
period for the prior year. The increase parallels the revenue
increase.

	Selling, general and administrative expenses increased by
$2,034,628 to $6,409,656 for the twelve-month period ended
December 31, 2001. The increase is primarily attributable to the
opening of 6 new offices described above.

	We incurred a net loss of $5,700,680 for the twelve months
ended December 31, 2001, compared with net income of  $224,900
for the twelve months ended December 31, 2000. The decrease in
net income of $5,925,580 was primarily due to the one time non-
cash charge of $5,187,600 as a result of our acquisition
by Cottage Investments, Inc, based on the then current market
value of shares issued to officers, directors and advisors.  In
addition, our 6 new expansion offices lost $655,055, which was
offset by net income of $141,975 in our core offices.
LIQUIDITY AND CAPITAL RESOURCES

	During the twelve-month period ended December 31, 2001,
operating activities consumed $531,000 of cash as compared to
$1,184,985 for the same period for the prior year. The primary
reason for the decrease was improved cash flow generated from
our core offices. Sources of funding primarily came from
increases in our line of credit facility totaling $833,271 along
with stockholder loans of $146,314. On March 4, 2002, we
obtained another increase in our line of credit of $250,000,
from $2,250,000 to $2,500,000. We are currently in discussions
with our lender for yet another increase of up to $500,000.

	On April 12, 2002, we raised, through the sale of equity,
consideration equivalent to one million dollars ($1,000,000
U.S.D.). The proceeds from this equity raise and the recent line
of credit increase will be used to fund expansion and working
capital needs.

	We continue to monitor our cash situation very closely and
continue to pursue additional equity funding with private
investors and institutions.

Item 7.  Financial Statements.

	The financial statements and audit report of the Company's independent
auditors are attached as an exhibit to this Report (see Item 13).  In
addition, the managements' discussion and analysis discusses the financial
condition of the Company (see Item 6).

Item 8. Changes In And Disagreements With Accountants On Accounting And
Financial Disclosure.

	On December 17, 2001, after the Acquisition (see Item 2), the board of
directors of the Company dismissed the Company's independent auditors, Tauber
& Balser, P.C. ("Tauber").  Tauber did not have any disagreement with the
Company which caused the dismissal of Tauber or the change in independent
auditors. Tauber's report on the financial statement of the Company for
either of the past two years did not contain any adverse opinion or any
disclaimer of opinion, nor was any such report qualified or modified as to
uncertainty, audit scope, or accounting principles, except that the reports
for the years ended December 31, 2000 and December 31, 1999 each contained a
qualification as to the Company's ability to continue as a going concern.
Such qualification had no bearing on the decision of the board of directors
of the Company's to dismiss Tauber as its independent auditor on December 17,
2001.  During the Company's two most recent fiscal years and the subsequent
interim period preceding the dismissal of Tauber as independent auditors,
there were no disagreements with Tauber on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope;
accordingly, there was no disagreement, which, if not resolved to the
satisfaction of the former accountant, would have caused it to make reference
to the subject matter of the disagreements in connection with its audit
report for such periods, or which would have caused the board of directors of
the Company to discuss any disagreements with the former auditors.

	The newly elected board of directors of the Company, upon the
Acquisition (see Item 1), recommended the retention of the new auditors. The
new auditors, Weinberg & Company, P.A. ("Weinberg"), were engaged on December
18, 2001.  Weinberg had previously been the auditors of the Paving Stone
Companies (see Item 1), which are now the subsidiaries of Paving Stone
Corporation, for the years ended December 31, 1999 and December 31, 2000. The
new auditors are authorized to discuss any matters with the old auditors,
without any limitation whatsoever, and the Company has authorized the former
auditors to respond fully to any inquiry of the successor auditors. The board
of directors of the Company does not have an audit committee.  The board of
directors of the Company recommended and approved the decision to dismiss
Tauber as independent auditors of the Company and to engage Weinberg as
independent auditors of the Company.

	During the Company's two most recent fiscal years and any subsequent
interim period preceding the dismissal of Tauber as independent auditors, at
no point did the former auditors advise the Company that (a) the internal
controls necessary for the Company to develop reliable financial statements
did not exist; (b) information had come to the auditors' attention that led
it to no longer be able to rely on management's representations, or that has
made it unwilling to be associated with the financial statements prepared by
management; (c) (1) of the need to expand significantly the scope of its
audit, or that information has come to the auditor's attention during the
time period covered by Item 304(a)(1)(iv), that if further investigated may
(i) materially impact the fairness or reliability of either: a previously
issued audit report or the underlying financial statements; or the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report
(including information that may prevent it from rendering an unqualified
audit report on those financial statements), or (ii) cause it to be unwilling
to rely on management's representations or be associated with the Company's
financial statements, and (2) due to the auditors' dismissal, or for any
other reason, the auditor did not so expand the scope of its audit or conduct
such further investigation; or (d) (i) information had come to the auditors'
attention that it has concluded materially impacts the fairness or
reliability of either (i) a previously issued audit report or the underlying
financial statements, or (ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information that,
unless resolved to the accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements), and (2)
due to the auditors' dismissal, or for any other reason, the issue has not
been resolved to the auditors' satisfaction prior to its dismissal.

PART III

Item 9. Directors, Executive Officers, Promoters And Control Persons.

	Upon consummation of the Acquisition on December 17, 2001 (see Item 1
above), all of the directors of the Company resigned.  The resignations did
not result from any disagreement with PVNG or its management. In accordance
with the Acquisition Agreement (see Item 1 above), Maurice F. Sigouin was
appointed Chairman of the board of directors, and Jace Simmons was appointed
a director. Mr. Sigoiun retains the right to appoint five (5) directors, and
two former directors, Sean Daly and Daniel J. Mackell, retain the right to
designate two directors.  No additional directors have been appointed to
date.

	Terms for the following directors of the Company last until the
Company's next stockholders' meeting and until their successors are elected
and qualify, subject to their prior death, resignation or removal. Officers
serve at the discretion of the Board of Directors. Below is a description of
the Company's directors and officers.

	Maurice F. Sigouin, 51, was the sole shareholder and founder of the
Paving Stone Companies, where he served as their Chief Executive Officer,
President, and Chairman of the Board of Directors. Born in Montreal, Canada,
in 1951, Mr. Sigouin graduated from the University of Quebec at Montreal in
1972 with a degree in Physical Education. Since 1975, Mr. Sigouin has been
employed in the construction industry. In 1990, Mr. Sigouin organized the
Paving Stone Company of Florida, Inc. During the 1990s, Mr. Sigouin expanded
the business to new locations in Florida, and later added additional offices
in other states. Upon consummation of the Acquisition, Mr. Sigouin was
appointed to serve as President, Chief Executive Officer and Chairman of the
Board of Directors of the Registrant and received 16,040,000 shares of the
common stock of the Registrant.

	Jace Simmons, 45, served as the Vice President and Chief Financial
Officer of The Paving Stone Co., Inc. of Florida. Upon consummation of the
Acquisition, he was appointed the Executive Vice President, Chief Financial
Officer, and a Director of the Company. In 1978, Mr. Simmons graduated from
the University of Texas at Austin with a Bachelors of Business Administration
in Accounting. He earned his certified public accounting license shortly
thereafter. Upon graduating from college, Mr. Simmons joined Arthur Andersen
and Company, a nationally recognized, "Big 5" accounting firm. He spent five
years working as a public auditor, during which time he participated in
several SEC engagements and developed auditing and accounting expertise. From
May 1983 to March 2000, Mr. Simmons served as Chief Financial Officer at
three separate divisions of Coldwell Banker Real Estate Company, a subsidiary
of Cendant. From April 2000 to May 2000, Mr. Simmons acted as an independent
consultant. In June 2000, Mr. Simmons joined The Paving Stone Co., Inc. as
its Chief Financial Officer. In connection with the Acquisition, Mr. Simmons
will receive 1,320,000 shares of common stock of the Registrant.

	Daniel J. Mackell, 44, was appointed a director of the Company on
August 7, 2000, and resigned from the board of directors on December 17, 2001
in connection with the Acquisition (see Item 1 above.) During his tenure, Mr.
Mackell served as Chairman of the Board, Chief Executive Officer and
President of the Company. In 1999, Mr. Mackell served as Chief Executive
Officer and Chief Financial Officer of iBasix.com. Prior to that, from 1987
to 1999, Mr. Mackell was an investment banker at Donaldson, Lufkin &
Jenrette, including serving as the head of the Building Products Group. Mr.
Mackell has completed more than five billion dollars in financings, including
a dozen initial public offerings.  Mr. Mackell has acted as an advisor to
industrial companies in financings and in merger and acquisition
transactions. Mr. Mackell has a B.A. degree in Economics from Georgetown
University, an M.A. degree in Economics from New York University, and an
M.B.A. degree from the Wharton School of the University of Pennsylvania.

	Sean M. Daly, 44, was appointed a director of the Company on May 24,
2000, and resigned from the board of directors on December 17, 2001 in
connection with the Acquisition (see Item 1 above.)  Mr. Daly was appointed
as a director of the Company as a result of the acquisition of
MyFavoriteShoe.com. On July 14, 2000, he was appointed the Secretary of the
Company. Mr. Daly also currently serves as the President of Tower Hill
Holdings, a New York based private investment company. Prior to his current
activities, he worked in various brokerage firms, including Morgan Stanley
and Dillon Read, where he was a Senior Vice President.

	None of the Company's directors or officers have had any bankruptcy
petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time.  None of the Company's directors or
officers have been convicted in any criminal proceeding, nor are they
subject to any pending criminal proceeding.  None of the Company's
directors or officers are subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities.  None of the Company's directors or officers have been
found by a court of competent jurisdiction in a civil action, the
Securities and Exchange Commission, or the Commodity Futures Trading
Commission, to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated.  None
of the Company's directors or officers is a member of the board of
directors of any other company.

Item 10. Executive Compensation.

TABLE: SUMMARY COMPENSATION

	The following table contains information regarding the compensation for
services rendered by the current officers and directors of the Company.
Currently, the Company has two officers and two directors.

				SUMMARY COMPENSATION TABLE

					Annual Compensation

Name and Position 	Fiscal Year		Salary	Bonus		Other Compensation

Maurice Sigouin,
CEO, Chairman,
President			2001			$180,000(1)	$0		$44,000(2)
				2000			$180,000(1)	$0		$40,000(2)

Jace Simmons,
CFO, Director		2001			$130,000	$0		$0
				2000			$75,833(3)	$0		$0

Daniel J. Mackell,
resigned CEO		2001			$0 		$0 		$0 (4)
				2000			$0		$0 		$100,000 (6)

David W. Kenner,
resigned CEO		2001			$0		$0		$0
				2000			$42,000	$0		$0

William G. Head,
resigned CEO		2001			$0		$0		$0
				2000			$60,000	$0		$0

Sean W. Daly,
resigned secretary	2001			$0		$0		$0
				2000			$0		$0		$0
William Stilley,
resigned interim CFO	2001			$24,000 (10)$0		$0
				2000			$30,000	$0		$0


******************************

						Long-term Compensation

							Awards					Payouts

Name and Position		Fiscal Year		Restricted		Securities
							Stock Awards	Underlying 		LTIP Payouts
										Options/SARs
Maurice Sigouin,
CEO, Chairman,
President				2001			0 			0			0
					2000			0			0			0
Jace Simmons,
CFO, Director			2001			0			0			0
					2000			0			0			0

Daniel J. Mackell,
resigned CEO			2001			77,500 (5)		0			0
					2000			0			4,000,000 (7)	0

David W. Kenner,
resigned CEO			2001			0			0			0
					2000			0			24,970,087 (7)	0

William G. Head,
resigned CEO			2001			0			0			0
					2000			0			125,000 (8)		0

Sean W. Daly,
resigned secretary		2001			0			85,500 (9)		0
					2000			0			10,300,00 (7)	0

William Stilley,
resigned interim CFO		2001			0			0			0
					2000			0			0			0



								All Other Compensation
Name and Position			Fiscal Year

Maurice Sigouin,
CEO, Chairman,
President				2001				0
					2000				0

Jace Simmons,
CFO, Director			2001				0
					2000				0

Daniel J. Mackell,
resigned CEO			2001				0
					2000				0

David W. Kenner,
resigned CEO			2001				0
					2000				0

William G. Head,
resigned CEO			2001				0
					2000				0

Sean W. Daly,
resigned secretary		2001				0
					2000				0

William Stilley,
resigned interim CFO		2001				0
					2000				0

(1)	Prior to the Acquisition, Mr. Sigouin received wages of $36,000
per year on a W2 and capital distributions from the "S" corporations of
$144,000.

(2)	 Mr. Sigouin received reimbursement of certain expenses,
including automobile expenditures and travel related expenses.

(3)	Mr. Simmons joined the Company in June, 2000.

(4)	Mr. Mackell served as Chief Executive Officer of the Registrant
prior to the Acquisition (see Item 1).  Mr. Mackell forgave his
deferred cash salary of $100,000 for the year ended December 31, 2001
prior to the Acquisition.

(5)	Mr. Mackell was awarded 77,500 shares of common stock on or about
December 14, 2001 prior to the Acquisition (see Item 1).  This amount
takes into account the 133:1 reverse stock split effected on December
17, 2001.

(6)	This constitutes deferred salary for a partial year of
employment.

(7)	These options were subsequently canceled.  The amount of shares
exercisable takes into account the 2:1 reverse stock split that
occurred on August 16, 2000, but not the 133:1 reverse stock split that
became effective on December 17, 2001.

(8)	These subsequently expired unexecuted. The amount of shares
exercisable takes into account the 2:1 reverse stock split that
occurred on August 16, 2000, but not the 133:1 reverse stock split that
became effective on December 17, 2001.

(9)	Tower Hill Holdings, Inc., a corporation for which Mr. Daly
serves as President, was awarded 85,500 shares of common stock on or
about December 14, 2001 prior to the Acquisition (see Item 1).  This
amount takes into account the 133:1 reverse stock split effected on
December 17, 2001.

(10)	Mr. Stilley served as Interim Chief Financial Officer of the
Company until he resigned on May 1, 2001.  A corporation that is
wholly owned by Mr. Stilley and his wife was engaged by the Company to
provide consulting services between May 1, 2001 and December 17, 2001.

	The Company has entered into employment agreements with each of the
officers of the Company.  The agreements call for the payment of set
salaries, in addition to cash bonuses and certain benefits, as well as
options to purchase additional shares of the common stock of the Company.

	All current directors are also employees of the Company.  Directors
receive no compensation for their service as members of the board of
directors of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

	The following chart reflects the ownership of management and certain
beneficial owners who own five percent or more of any class of securities of
the Registrant after the change of control event described in Item 1.

Title			Name and Address	Amount and		Percent of Class
			of Beneficial	Nature of
			Owner			Beneficial Owner
----------------------------------------------------------------------
Common Stock	Maurice F.			16,040,000	72.91
			Sigouin, 1760
			N.W. 22nd Court,
			Pompano Beach,
			FL 33069

Common Stock	Jace Simmons		 1,320,000	6.0
			1760 N.W. 22nd
			Court, Pompano
			Beach, FL 33069
-----------------------------------------------------------------------

(1)	Under the Agreement, Mr. Sigouin is to receive 16,040,000 restricted
Shares of Common Stock of the Company due to the Acquisition (see
Item 1).  The shares have not yet been issued.

(2)	Under the Agreement, Mr. Simmons is to receive 1,320,000 restricted
Shares of Common Stock of the Company due to the Acquisition (see
Item 1).  The shares have not yet been issued.

Item 12. Certain Relationships and Related Transactions.

	The Company is party to two lease agreements for offices located in
Pompano Beach, Florida and Vero Beach, Florida with Paving Stone Properties,
Inc., of which Maurice F. Sigouin is the sole shareholder. In addition, the
Company is a co-borrower with Paving Stone Properties, Inc., on a loan
secured by the real property constituting the aforementioned offices in
Pompano Beach and Vero Beach.

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Exhibit 2: Acquisition Agreement (see Item 1):  See Report on Form 8-K, filed
with the Securities and Exchange Commission on October 17, 2001 and exhibits
thereto, which are incorporated herein by reference.

Exhibit 16: Letter regarding change in accountants (see Item 8): See Reports
on Forms 8-K, 8-K/A, and 8-K/A2, filed with the Securities and Exchange
Commission on January 4, January 22, and March 28, 2002, respectively, and
exhibits thereto, which are incorporated herein by reference.

Exhibit 22: Report on matters submitted to vote (see Item 4):  See Form 14C,
filed with the Securities and Exchange Commission October 25, 2001, and
amendments thereto, filed on November 15, 19, 21 and 26, 2001, which are
incorporated herein by reference.

Exhibit 99. Audit Report and Financial Statements, annexed hereto.


(b) Reports on Form 8-K

The Company filed with the Securities and Exchange Commission the following
current reports on Form 8-K during the fourth quarter of 2001:

Form 8-K, filed on October 17, 2001, regarding the Acquisition and Agreement
(see Item 1 above).

Form 8-K, filed on December 11, 2001, regarding the reverse stock split (see
Item 4 above).

Subsequent to year end, the Company filed with the Securities and Exchange
Commission the following current reports on Form 8-K regarding events that
occurred during the fiscal year ended December 31, 2001:

Form 8-K, filed on January 4, 2002, regarding the change in control and
change of outside auditors in connection with the Acquisition (see Item 1
above).

Form 8-K/A, filed on January 22, 2002, regarding the change in control and
change of outside auditors in connection with the Acquisition (see Item 1
above).

Form 8-K/A2, filed on March 28, 2002, regarding the change in control and
change of outside auditors in connection with the Acquisition (see Item 1
above).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

						PAVING STONE CORPORATION

Dated: April 15, 2002			By: /s/ Maurice F. Sigouin

						Maurice F. Sigouin, Chairman of
						the Board of Directors, Chief
						Executive Officer and President


Dated: April 15, 2002			By: /s/ Jace Simmons

						Jace Simmons, Executive Vice
						President-Finance, Chief Financial
						Officer, and Director