U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

For  Fiscal  Year  Ended:  December  31,  2002

OR

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

For  the  transition  period  from  ________________  to  ________________


                        Commission File Number 333-34144
           ----------------------------------------------------------

                               VERTICALBUYER, INC.
        (Exact name of small business issuer as specified in its charter)

                Delaware                            98-0216911
        (State of Incorporation)     (I.R.S. Employer Identification No.)

                         c/o Gottbetter & Partners, LLP
                         488 Madison Avenue, 12th Floor
                               New York, New York                   10022
                    (Address of principal executive offices)      (Zip Code)

                 Issuer's telephone number        (212) 400-6900

          Securities registered under Section 12(b) of the Act:   None

          Securities registered under Section 12(g) of the Act:   None

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

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  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  registrant's  revenues  for  its  most  recent  fiscal  year:  $0.

     As  of  July  13,  2004,  there  were 17,391,667 shares of the registrant's
common  stock,  par  value  $0.001  issued and outstanding. Of these, 15,232,076
shares  are held by affiliates of the registrant. The market value of securities
held  by  non-affiliates  is  $10,160  based  on the last price of $0.005 of the
registrant's  common  stock  on  July  12,  2004.

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

     Documents  Incorporated  By  Reference:  None


<PAGE>

<TABLE>
<CAPTION>
                                              TABLE OF CONTENTS

Item Number and Caption                                                                                  Page
----------------------------                                                                             ----
<S>       <C>                                                                                            <C>
          Forward-Looking Statements                                                                     3

                                                   PART I

Item 1.   Description of Business                                                                        3
Item 2.   Description of Property                                                                        8
Item 3.   Legal Proceedings                                                                              8
Item 4.   Submission of Matters to a Vote of Security Holders                                            8

                                                  PART II

Items 5.  Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of   8
          Equity Securities
Item 6.   Management's Discussion and Analysis or Plan of Operation                                     10
Item 7.   Financial Statements                                                                          11
Item 8    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure          12
Item 8A.  Controls and Procedures                                                                       12

                                                  PART III

Item 9.   Directors and Executive Officers of the Registrant                                            12
Item 10.  Executive Compensation                                                                        13
Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder        15
          Matters
Item 12.  Certain Relationships and Related Transactions                                                16
Item 13   Exhibits and Reports on Form 8-K                                                              17
Item 14.  Principal Accountant Fees and Services                                                        18
</TABLE>


                                        2
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     Except  for  historical  information,  this report contains forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section  21E  of  the  Securities  Exchange  Act  of  1934. Such forward-looking
statements  involve  risks  and  uncertainties,  including,  among other things,
statements  regarding  our  business  strategy,  future revenues and anticipated
costs and expenses. Such forward-looking statements include, among others, those
statements  including  the words "expects," "anticipates," "intends," "believes"
and  similar  language.  Our  actual results may differ significantly from those
projected  in  the  forward-looking  statements.  Factors  that  might  cause or
contribute  to such differences include, but are not limited to, those discussed
in  the section "Management's Discussion and Analysis or Plan of Operation." You
should carefully review the risks described in other documents we file from time
to  time  with  the Securities and Exchange Commission. You are cautioned not to
place  undue  reliance on the forward-looking statements, which speak only as of
the  date  of  this  report.  We undertake no obligation to publicly release any
revisions  to  the forward-looking statements or reflect events or circumstances
after  the  date  of  this  document.


                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

BACKGROUND

     VerticalBuyer,  ("the Company") a Delaware corporation, was incorporated on
September  24, 1999, and on March 1, 2000 issued 14,250,000 shares of its common
stock  to  the  shareholders  of  Lightseek  Limited  in exchange for all of the
outstanding  common  stock of Lightseek Limited. On February 15, 2001, Lightseek
Limited  acquired  all  of  the  outstanding  common  stock  of  Litech Limited.
Lightseek  was principally engaged in the development of Internet sites designed
to  exploit  Business-to-Business  e-commerce  opportunities  within  the global
commercial electrical and lighting markets. Litech was a specialist designer and
manufacturer  of  fiber  optic  lighting  applications  for  the  entertainment,
commercial  and retail markets.  In September 2001, the Company discontinued the
operations  of  both  of  its  operating  companies Lightseek Limited and Litech
Limited.

     VerticalBuyer  was  seeking to specialize in the creation of Internet based
news  sites  dedicated  to  specific industries. Lightseek was our first website
developed  for  the  commercial  lighting industry. Subsequently, other lighting
sites  were  also  tested,  including  an  auction  site  for the global market.
Following  a  consolidation  of  these sites, we are evaluating how to re-launch
Lightseek.

Our  Business

Websites

     Our business-to-business website operations had specialized in the creation
of  web-based news portals and marketplaces. We refer to this kind of website as
a  vertical  portal--a  website  dedicated  to  a  specific  industry for use by
companies  in  that  particular  industry to buy and sell products and services.

     We  may re-launch the first vertical portal we developed, which was for the
commercial  lighting  industry.  The  news  portal,  www.lightseek.com,  was  an
                                                     -----------------
Internet  database  where  buyers,  such  as  electrical  contractors,  lighting
designers,  or  architects  were  able  to  search  for product information from
suppliers  of  commercial  lighting products. This website also provided instant
access  to  a comprehensive database on a wide variety of pertinent topics, such
as:


                                        3
<PAGE>

-    News  and analysis--this provided recent news of interest to the commercial
     lighting  industry;

-    Lighting  design  commercial  case  studies--this  provided  access  to
     information  on  recent  projects  in  creative  lighting  design;  and

-    Employment  opportunities--this  posted job opportunities in the commercial
     lighting  industry.

     Our  auction  website  for  the  commercial  lighting  industry  was
www.lightingbuyer.com,  which  was an online marketplace for professional buyers
and  sellers  of  commercial  lighting  equipment. This website brought together
businesses  to  buy  and sell commercial lighting equipment in all major product
categories,  using  flexible,  online  transaction  capabilities.


     Lightseek

     The  site  www.lightseek.com  provided business-to-business online services
                -----------------
that  facilitated  the  exchange  of  information  within  the  global  lighting
industry.  This site was initially focused on providing news, articles, industry
forums,  recruitment services and product information for the lighting industry.
Its  revenues  had  been  derived  from  advertising  fees.

     This  site consisted of a buyers' guide containing contact information for:

-    most  UK  lighting  companies,

-    shop fronts where advertisers could display information about their product
     lines,  contacts  to  their  websites,  and

-    information  where  they  could  receive  online  inquiries  from  their
     prospective  buyers.

     The  site also contained a message forum where industry professionals could
exchange  opinions and ask questions of their peers. It also contained an events
diary  of  industry  expositions  and  conferences.  The  site www.lightseek.com
                                                               -----------------
shifted  its focus from the UK to international.  The major change was featuring
international news, in particular, news from the United States, on the site. The
site  was  also  accepting international buyers' guide listings.  However, as of
September,  2001  all  operations  had  ceased.

     LightingBuyer

     We  facilitated  the  buying  and selling of surplus stock for the lighting
industry  through  a  website  located at www.lightingbuyer.com. We may consider
re-launching  this  site to provide customers with related services in inventory
evaluation,  inventory  cataloging  and  the  private sale or auction of surplus
equipment.  If  the site is re-launched, listings on this website will originate
largely  from overstocked, never-used inventories held by companies based mainly
in  the  United  States.

     In  these  circumstances  transaction  fees  will  constitute our principal
source of revenue. Clients seeking to accelerate the sale of surplus inventories
can  arrange  for  on-line  auctions through our websites. In a general auction,
bidding  is permitted on equipment and products of multiple sellers for a listed
period  of  time, and sales are consummated for the items listed at the close of
bidding.


                                        4
<PAGE>

     Users will be able to browse the site and review auction listings. However,
we  will  require  buyers and sellers to register in order to participate in the
auction  process.  Upon  registration,  buyers  will  be  able  to place bids on
products  immediately.  We  will  check  sellers'  credentials, including credit
history,  in  an  approval process that can take up to 48 hours. Sellers will be
able  to list their products for sale on our site which will guides them through
the  protocols  of  listing  items  for  auction sale, providing details such as
product  description, asking price and shipping details. Sellers will be able to
enter  additional  information  such as product images, reserve pricing, product
dimensions  and weight. A seller will be able to publish an auction listing when
the  seller  is  satisfied  with the content of the listing. If re-launched, the
website  will  provide  comprehensive  categories  of lighting products, such as
bulbs,  fixtures,  ballasts  (the  supports  for fluorescent lighting fixtures),
components  and  controls  along  with  detailed  subcategories.

     Originally, the site permitted prospective buyers to bid only in a standard
auction  format  in  which  the  buyer with the highest bid wins the auction. In
April  and May, 2000, we offered an additional auction format known as a reverse
auction  which  allows  buyers to place requests for products on which suppliers
are  invited  to  bid.  In  a  reverse  auction, a buyer sets a maximum price it
wishes  to pay for an item. Sellers then bid in amounts below the maximum set by
the  buyer. The bargain is struck at lowest price accepted by the buyer.  If the
site is re-launched, we intend to make these options available to our clients of
Lightingbuyer  once  again.


     LightingNews

     In  October,  1999,  we  approached Philips Lighting Company, a division of
Philips Electronics North America Corporation, with a concept to create a global
newswire service for the commercial lighting industry. Philips agreed to sponsor
an  online  news forum entitled "www.lightingnews.com" which was launched in the
second  quarter  of  2000.  It  allowed lighting companies and suppliers to post
their  press releases on a continuous as needed basis, initially free of charge.
Charges  were  to  be  made  for  adding product images, website links and other
information.  Client companies or their public relations firms were able to post
material  directly  to  the  site.  This  site  is no longer operational.  As of
September,  2001  all  operations  had  ceased.


     FinanceBuyer

     The  website  www.financebuyer.com  was  an online market for instant small
business financing. We had entered into an agreement with SierraCities, Inc., an
online  financial  institution,  which allowed visitors to this website to apply
for  loans  and  equipment  leases  online and to obtain action on the financing
request  within  a few minutes. We received a commission on all financing placed
through  the  site.  This  site is no longer operational.  As of September, 2001
all  operations  had  ceased.


     Litech

     Litech  was  founded  in  March  1998  and  was  a  specialist designer and
manufacturer  of  fiber  optic  lighting applications.  It was formed to exploit
what  we  believed  to  be the increasing interest, application and use of fiber
optic  lighting.  As  of  September,  2001  all  operations  had  ceased.


     Fiber  Optic  Lighting  Fundamentals

     The  underlying technology produces multiple streams of light from a single
remote  light  source  with  the possibility to create numerous special effects.


                                        5
<PAGE>

     A fiber optic lighting system consists of three components: an illuminator,
the  fiber-optic  strands  encased in tubing through which the light travels and
the  end  fitting  or  luminaire.  The fiber optic strands are manufactured from
either glass or polymer plastic. We believe that glass fiber optics has superior
performance  over  polymer except when side-emitting effects are required. Fiber
optics  is  used  for  providing  remote  source  lighting, a technique used for
passing  light  from  a  light  source  through  a medium to a distant location.

     Fiber  optic  lighting  is  well  suited  for situations where conventional
lighting  is not feasible or desirable, such as when the generation of heat from
the lighting source must be avoided. For example, for museums with display cases
housing  historical  artifacts, fiber optic lighting is an excellent option, as,
opposed  to  conventional  lighting, fiber optic lighting does not generate heat
within  the  display  case.

     Numerous  additional  advantages  of fiber optic lighting exist, including:

-     Fiber  optic  lighting is safer, produces increased energy savings, and is
aesthetically  more  pleasing  than  conventional lighting sources; there are no
UV/infrared rays so it is suitable for a range of applications from lighting art
masterpieces  to  retail  chiller  cabinets;

-    Fiber  optic  lighting  has  decorative  advantages including various color
     change  and  special  effects  options  such  as  cascading  for  water
     installations;

-    Fiber  optic  lighting  is  cost  effective  to  install  and  maintain;

-    Fiber  optic  lighting  systems  can  be  installed  almost  anywhere;

-    Many  original  light  sources  can  be  retrofit  with  fiber  optics.

     Litech  Operations

     We  offered a complete turnkey service for our customers. We offered design
concept  through  specification  to  installation  and  commissioning  of  the
application.  We  sub-contracted  the physical manufacture of the three elements
using a variety of specialists. We kept a minimum of stock working on a "just in
time"  basis.

     We were not reliant on any one manufacturer and the key element - the fiber
optic -- is sold by a number of competing manufacturers.  However, by September,
2001  all  operations  had  ceased.

     The  UK  Marketplace

     The  UK electrical commercial contracting business is highly fragmented and
a  different company from that of the specifier normally conducts the purchasing
process.  Accordingly,  we  worked  in  the  early  stages  with an architect or
lighting designer at the concept and specification stage. Once the specification
and  price  has  been  agreed  the  order  was  commissioned  by  an  electrical
contractor,  itself  generally a sub-contractor of the main building contractor.


     Litech

     We  positioned ourselves as a premier quality specialist. We did not design
or  install  standard  lighting and as such we were perceived as a "value added"
solution  provider.


                                        6
<PAGE>

     We  marketed  ourselves  aggressively  to both the specifier and electrical
contractor market and had at one point a database in excess of 4,000 live names.
These  companies  were  regularly  contacted by the sales team via mailshots and
literature.  We  also  regularly  advertised  in  the  two  major lighting trade
magazines. We also had a web site www.litech.co.uk.  However, by September, 2001
                                  ----------------
all  operations  had  ceased.


Competition


     Other  companies  do operate Internet websites that currently list lighting
parts  and  equipment  for  sale  and  auction.

     Competitive  websites  include  the  following:

-    Tradeout.com  is a general auction site spanning many industries in that it
     is  not  industry  specific  or  buyer  targeted.

-    i2i.com is a new auction/exchange site. It has very few listings and is not
     targeting  specific  categories  of  the  business  audience.

-    GE  SupplyLight.com  is  the GE Lighting e-commerce site. It only stocks GE
     lamps  from  normal  stock.

-    Grainger.com  sells  a  broad  range  of  industrial  products. Its site is
     essentially  an  online  catalog.


Regulation


     The lack of an appropriate organization to govern the administration of the
Internet  infrastructure  and the legal uncertainties that may follow pose risks
to  the  commercial  Internet  industry  and  our  specific website business. In
addition,  the  effective  operation  of  the  Internet and our business is also
dependent  on  the continued mutual cooperation among several organizations that
have  widely  divergent  interests,  including  the government, Internet service
providers  and  developers  of  system  software  and  software  language. These
organizations  may  find  that  achieving  a  consensus  may  become  difficult,
impossible,  time-consuming  and  costly.

     Although we are not subject to direct regulation in the United States other
than federal and state business regulations generally, changes in the regulatory
environment  could  result  in  the  Federal  Communications Commission or other
United  States  regulatory  agencies  directly  regulating  our  business.
Additionally,  as Internet use becomes more widespread internationally, there is
an  increased  likelihood  of  international  regulation.

     We  cannot  predict  whether or to what extent any new regulation affecting
e-commerce  will occur. New regulation could increase our costs. For example, we
do  not  collect  sales  or  other  similar taxes with respect to the equipment,
inventory  and other products sold through our on-line communities.  One or more
states  may  seek  to  impose  sales  tax collection obligations on out-of-state
companies  like  ours  that  engage in or facilitate e-commerce. State and local
governments  have  made proposals that would impose additional taxes on the sale
of  goods  and services over the Internet. A successful assertion by one or more
states  or  any  foreign country that we should collect sales and other taxes on
the  exchange  of  equipment,  inventory  and  other  goods  on our system could
increase  costs  that  we  could  have  difficulty  recovering from users of our
websites.


                                        7
<PAGE>

     While  both  the  UK and European Union legislative framework is extensive,
particularly  in  relation  to  safety  and  emergency  lighting,  there  is  no
requirement  for  lighting designers or contractors to be licensed by government
agencies.  All  relevant  electrical  components (lamps, chargers, transformers)
must  comply  with  legal  standards  and  we  purchases  only  from  reputable
manufacturers  principally  subsidiaries  of  multi-nationals.  The  British
government  agency  the  British  Standards  Institute  also  provides  codes of
practices  and guidelines. Although glass fibre is inherently inert to fire, the
sheathing  material  used to protect the tails may not be and system failure may
result.  We  adhere  to  these  guidelines and also were a founder member of the
Fibre  Optic  Lighting  Association,  a  division of The Institution of Lighting
Engineers, the UK's professional lighting body which creates and polices its own
guidelines.

Employees

     As  of  December 31, 2002, we had no employees and no operations. Tim Rosen
remains  our President and Chairman, and Leslie Kent remains our Chief Financial
Officer.

     Our  Litech business did operate from a sales office and a small production
work shop in Kingston upon Thames in south west London, United Kingdom. Prior to
September,  2001  it  employed  three  full  time sales people and one full time
production  manager.


ITEM  2.  DESCRIPTION  OF  PROPERTY

     We  have  no  offices.  Our  marketing, research and development office was
located  in  Kingston-Upon-Thames,  England,  and  our  executive  offices  were
relocated  to  there  from  New  York,  New  York in June 2001. Our Litech sales
operations  were  located  in  the  same  premises  and  paid  the  rent for the
approximately  850 square feet for approximately $12,500 per year. Following the
termination  of  operations  the Company records were kept at the home office of
Leslie  Kent  our  Chief  Financial  Officer.

ITEM  3.  LEGAL  PROCEEDINGS

     We  have  no  notice  of  any  pending  material  litigation.


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

     None.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                      ISSUER PURCHASES OF EQUITY SECURITIES

Market  Information

     Our common stock has been traded on the OTCBB under the symbol "VBYR" since
November 2000. Our common stock did not trade on any market or exchange prior to
November  2000.

     As  of  July 13, 2004 the closing bid price of our common stock was $0.005.


                                        8
<PAGE>

Holders

     As of December 31, 2002, there were approximately 122 record holders of our
common  stock.

Dividends

     As  of  the date hereof, no cash dividends have been declared on our common
stock. Subject to the prior rights of the holders of any series of the preferred
stock  which  may from time to time be outstanding, if any, payment of dividends
to  holders  of  our  common stock in the future is within the discretion of our
board  of  directors  and  will  depend  on  our earnings, capital requirements,
financial  condition  and  other relevant factors. We presently intend to retain
future  earnings,  if any, for use in our business and have no present intention
to  pay  cash  dividends  on  our  common  stock.

Recent  Sales  of  Securities

     On  March  1, 2000, VerticalBuyer issued 375,000 shares of its common stock
to  Joseph  Donahue  as  payment  for  certain  fund  raising related consulting
services.  These services were valued at $37,500.  Mr. Donahue was a director of
the  Company  until  August  2001.

     On  March  2,  2000,  VerticalBuyer  entered into a Securities Purchase and
Facilities  Agreement  with  CSP  Inc., a U.S. publicly traded company ("CSPI"),
under  which  CSPI  purchased two million shares of VerticalBuyer's common stock
and  redeemable warrants to purchase up to an additional three million shares of
such  stock  for  an aggregate purchase price of $2,000,000.  In connection with
CSPI's  acquisition of VerticalBuyer's common stock and redeemable warrants, the
Company  incurred  a  fund raising fee of $97,500. The three classes of warrants
(Class  A,  Class B and Class C) entitle CSPI, subject to certain conditions and
the  occurrence  of certain events, to purchase up to one million shares each of
VerticalBuyer's  common  stock at an exercise price of $1 per share. The Company
also  issued 220,000 Class D warrants in March 2000 which were exercisable at $1
per  share.  These  options  expired  in  October  2002.  On  March  2,  2000,
VerticalBuyer  issued  options  to purchase up to 1,250,000 shares of its common
stock  at  $1  per  share  under its 2000 Non-statutory Stock Option Plan. These
options  expired  in  March  2004.

     In  September  2000,  in  connection  with  a consulting agreement with KGL
Investments  the Company issued 50,000 shares of common stock to KGL Investments
for  services rendered. The Company valued these shares at their market value on
the  date  of  issuance  of  $1.00  per  share. KGL Investments was owned by the
partners  of  Kaplan  Gottbetter  & Levenson, LLP, which was the Company's legal
counsel.

     On  January 12, 2001, in connection with a consulting agreement the Company
issued  50,000  shares  of  common  stock  to Daniel Ross for services valued at
$6,000.

     In February, 2001 we issued 500,000 shares of common stock to Robert Gordon
in  connection  with  the  Litech  acquisition.

     On February 8, 2001, VerticalBuyer issued 166,667 shares of common stock to
Kaplan  Gottbetter  &  Levenson,  LLP in lieu of cash payment for legal services
rendered.  These  services  were  valued  at  $15,197.

     These  securities  were sold under the exemption from registration provided
by  Section  4(2) of the Securities Act. Neither we nor any person acting on our
behalf  offered  or  sold  the  securities  by  means  of  any  form  of general


                                        9
<PAGE>

solicitation  or general advertising.  The purchaser represented in writing that
he acquired the securities for his own account. A legend was placed on the stock
certificate  stating  that  the  securities  have  not been registered under the
Securities  Act and cannot be sold or otherwise transferred without an effective
registration  or  an  exemption  therefrom.


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

     The  following  discussion  and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in this document.
In  addition  to  the  information  contained  herein  the  following discussion
contains forward looking statements that involve certain risks and uncertainties
which  may  cause our actual results in future periods to differ materially from
forecasted  results.  See  "Forward  Looking  Statements"  on  page  3.

OVERVIEW

     VerticalBuyer,  ("the Company") a Delaware corporation, was incorporated on
September  24,  1999 and on March 1, 2000 issued 14,250,000 shares of its common
stock  to  the  shareholders  of  Lightseek  Limited  in exchange for all of the
outstanding  common  stock of Lightseek Limited. On February 15, 2001, Lightseek
Limited  acquired  all  of  the  outstanding  common  stock  of  Litech Limited.
Lightseek  was principally engaged in the development of Internet sites designed
to  exploit  Business-to-Business  e-commerce  opportunities  within  the global
commercial electrical and lighting markets. Litech was a specialist designer and
manufacturer  of  fiber  optic  lighting  applications  for  the  entertainment,
commercial  and  retail  markets.

     In  September  2001,  the  Company  discontinued  the  operations  of  both
Lightseek  Limited and Litech Limited.  The Company has negative working capital
of  $113,345  and an accumulated deficit of $2,139,407 at December 31, 2002, and
has  incurred  significant  operating  losses.  We have funded our liquidity and
capital  requirements  in  the  past two years primarily through the sale of our
common  stock  in  2000.

     VerticalBuyer  was  seeking to specialize in the creation of Internet based
news  sites  dedicated  to specific industries.  Lightseek was our first website
developed  for  the  commercial lighting industry.  Subsequently, other lighting
sites  were  also  tested,  including  an  auction  site  for the global market.
However,  all  operations  ceased  by  September,  2001.

     We  require  additional  funding  for  working  capital  in order to resume
operations while we seek opportunities. Such financing is expected to be through
the  sale  of  common  stock  and or debt issuances. However, we do not have any
commitment  from  any  sources to raise this capital. If management is unable to
generate  external  financing,  we will not be able to proceed with our business
plan,  and accordingly operations would have to be curtailed. As of December 31,
2002,  we  had  no  cash,  no  assets,  no  revenue  and  no  operations.

     We  are a development stage company and have a limited operating history on
which to base an evaluation of our business and prospects. Our prospects must be
considered  in  light  of  the  risks,  uncertainties, expenses and difficulties
frequently  encountered  by  companies  in  their  early  stages of development,
particularly  companies  in  new  and  rapidly  evolving  markets such as online
commerce.

     It is difficult for us to forecast our revenues or earnings accurately.  We
believe  that  future  period-to-period comparisons of our operating results may
not  be  meaningful  and  should  not  be relied upon as an indication of future
performance as we have and will have no backlog of orders. Our operating results
in  one  or  more future quarters may fall below investor expectations. Assuming
our  common  stock  trades  on  a  recognized  market, in that event, the future
trading  price  of  our  common  stock  would  almost  certainly  decline.


                                       10
<PAGE>

RESULTS  OF  OPERATIONS

     The  Company  has  no  operations,  no  revenues,  no  assets  and no cash.

LIQUIDITY  AND  CAPITAL  RESOURCES

FUTURE  NEEDS.  We  do  not have existing cash or cash equivalents sufficient to
fund  our  operating  activities,
capital expenditures and other obligations now or for the foreseeable future. We
must  raise  additional  capital
in  sufficient  amounts  and on terms acceptable to us to resume our operations.
We  have  no  arrangements  to  obtain  funding.  If additional funds are raised
through  the  issuance  of  equity  securities,  the percentage ownership of our
then-current  stockholders  would  be  reduced.


ITEM  7.  FINANCIAL  STATEMENTS

     The  financial  statements  and  supplementary  data are included beginning
immediately following the signature page to this report.  See Item 13 for a list
of  the  financial  statements  and  financial  statement  schedules  included.


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

     None.


ITEM  8A.  CONTROLS  AND  PROCEDURES

     Our  principal  executive officer and principal financial officer evaluated
the  effectiveness  of  the  Company's  disclosure  controls  and procedures (as
defined  in  Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934,  as  amended) as of the end of the period covered by this report. Based on
this  evaluation,  the  Company's  principal  executive  officer  and  principal
financial  officer have concluded that the Company's controls and procedures are
effective  in providing reasonable assurance that the information required to be
disclosed  in  this report has been recorded, processed, summarized and reported
as  of  the  end  of  the  period  covered  by  this  report.

     During  the  period  covered  by  this  report,  there  have  not  been any
significant  changes  in  our  internal  controls or, to our knowledge, in other
factors  that  could  significantly  affect  our  internal  controls.


                                    PART III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

    Timothy Neil David Rosen     48     President, Chief Executive Officer and
    Flat 3, 12 West Eaton Place,        Chairman
    London, SW1X8LS
    United Kingdom


                                       11
<PAGE>

    Leslie Kent                  50     Secretary, Chief Financial Officer and a
    Winton Lodge, Winton Hill           Director
    Stockbridge, Hampshire
    SO20 6HJ
    United Kingdom

     Tim  Rosen has been Commercial Director of Lightseek since its inception in
May,  1999  and President, Chief Executive Officer and Chairman of VerticalBuyer
since  February,  2000.  From  1988  to date, he has been a partner, with Leslie
Kent,  our  Chief  Financial Officer, in Rosen & Kent, a management consultancy.
The  partnership  also  incubates new business ventures. Since 1988, he has also
been  a  director of Litech Ltd., a specialist fiber optic lighting provider for
the  commercial  lighting  industry.  Litech  was  acquired  by  the  Company in
February,  2001 and ceased operations in September 2001.  From 1983 to 1988, Mr.
Rosen  was  a  director  of  OmniMedia  plc,  a  digital  video  and  CD-ROM
publisher/developer  which  traded  on  the Alternative Investment Market of the
London  Stock  Exchange.  From  1983 to 1988, Mr. Rosen was a director of Oxford
House  College,  a  London-based computer training and language school which was
sold  to  its  employees.  He was also a director, from 1983 to 1988 of Catalyst
Communications Group plc, a marketing and media group quoted on the London Stock
Exchange  which was sold to another public company, Holmes & Marchant plc. Rosen
& Kent founded Homeshield Warranty, Co. in 1982 as a joint venture with Pentland
Industries  plc,  an  English  public  company.  Homeshield  marketed  extended
warranties  for household appliances and was sold to a trade buyer in 1984.  Mr.
Rosen  received his B.Sc (Econ.) Magna cum Laude in Business Administration from
the  Institute  of  Science  and  Technology,  University  of  Wales.

     Leslie  John  Kent  has  been  Marketing  Director  of  Lightseek since its
inception  in  May,  1999  and  Chief  Financial  Officer  of  our company since
February,  2000.  From  1988  to  1999,  he  was  a partner, with Tim Rosen, our
President  and  Chairman,  in  Rosen  &  Kent,  a  management  consultancy.  The
partnership also incubates new business ventures. Since 1988, he has also been a
director  in  Litech  Ltd.,  a  specialist fiber optic lighting provider for the
commercial  lighting  industry.  Litech was acquired by the Company in February,
2001 and ceased operations in September 2001.  From 1983 to 1988, Mr. Kent was a
director  of OmniMedia plc, a digital video and CD-ROM publisher/developer which
traded  on  the Alternative Investment Market of the London Stock Exchange. From
1983  to  1988,  Mr. Kent was a director of Oxford House College, a London-based
computer  training  and  language school which was sold to its employees. He was
also  a  director,  from  1983  to  1988 of Catalyst Communications Group plc, a
marketing  and media group quoted on the London Stock Exchange which was sold to
another  public  company, Holmes & Marchant plc. Rosen & Kent founded Homeshield
Warranty,  Co.  Ltd. in 1982 as a joint venture with Pentland Industries plc, an
English  public  company.  Homeshield marketed extended warranties for household
appliances  and  was sold to a trade buyer in 1984. Mr. Kent received his Master
of  Arts  in  Philosophy,  Politics  and  Economics from St. Edmund Hall, Oxford
University.

Board  Committees

     None

Compensation  Committee  Interlocks  and  Insider  Participation

     None.

Director  Compensation

     Our  directors  do  not  receive  cash  compensation  for their services as
directors  but  are reimbursed for their reasonable expenses for attending board
and  board  committee  meetings.


                                       12
<PAGE>

ITEM  10.  EXECUTIVE  COMPENSATION

     The following table shows compensation earned during the fiscal years ended
December 31, 2002, 2001 and 2000 by our President and our executive officers who
made  $100,000  or  more  last  year.

<TABLE>
<CAPTION>
                Summary Compensation Table

<S>                                         <C>   <C>
NAME & PRINCIPAL POSITION                   YEAR  SALARY ($)
------------------------------------------  ----  ----------
Timothy Rosen, President, CEO and Chairman  2002           0
                                            2001      55,000
                                            2000      82,000
------------------------------------------  ----  ----------
Leslie Kent, CFO, Treasurer                 2002           0
                                            2001      55,000
                                            2000      86,000
</TABLE>

Option  Grants  in  Last  Fiscal  Year

     None

Options  Exercised  in  Last  Fiscal  Year  and  Fiscal  Year-End  Option Values

     None

Compensation  Arrangements

     None

Nonstatutory  Stock  Option  Plan

     In  March  2000,  our  board  adopted our Nonstatutory Stock Option Plan. A
total  of  2,000,000  shares of common stock are currently reserved for issuance
under  the  plan.  The  plan  provides for the grant of options to our officers,
employees,  consultants  and  advisors.  As  of July 13, 2004, all stock options
granted  have  expired.

     The  plan  permits  the  granting  of  nonstatutory  options, which are not
intended to qualify as incentive stock options within the meaning of Section 422
of  the  Internal  Revenue  Code.  The  plan  is  administered by our board or a
committee  appointed  by  our board. Subject to the limitations set forth in the
plan,  our  board  or  committee  has  the  authority  to:

-    select  the  eligible  persons  to  whom  grants  are  to  be  made,

-    designate  the  number  of shares to be covered by each stock option grant,

-    establish  vesting  schedules,


                                       13
<PAGE>

-    specify  the option exercise price and the type of consideration to be paid
     upon  exercise,  and

-    subject  to  certain  restrictions,  specify other terms of options granted
     under  the  plan.

     Under  the  plan,  shares  subject  to  stock  options that have expired or
otherwise  terminated  without  having  been  exercised  in  full  again  become
available  for  grant.  Upon  certain  changes in control, all outstanding stock
options  under  the  plan must either be assumed or substituted by the surviving
entity.  In  the  event  the surviving entity does not assume or substitute such
stock options, such stock options will be terminated to the extent not exercised
prior  to  such  change  in  control.

     Indemnification  of  Directors  and  Executive  Officers  and Limitation of
Liability

     Section  145  of the Delaware General Corporation Law authorizes a court to
award,  or  a  corporation's board of directors to grant, indemnity to directors
and  officers  in  terms sufficiently broad to permit such indemnification under
certain  circumstances  for  liabilities  (including  reimbursement for expenses
incurred) arising under the Securities Act. As permitted by the Delaware General
Corporation  Law,  our amended certificate of incorporation includes a provision
that eliminates the personal liability of our directors for monetary damages for
breach  of fiduciary duty as a director, except for liability (1) for any breach
of  the  director's  duty of loyalty to our company or our stockholders, (2) for
acts  or omissions not in good faith or that involve intentional misconduct or a
knowing  violation  of  law,  (3)  under  section  174  of  the Delaware General
Corporation  Law  (regarding  unlawful dividends and stock purchases) or (4) for
any  transaction  from  which the director derived an improper personal benefit.

     As  permitted  by  the Delaware General Corporation Law, our Bylaws provide
that  we  are  required to indemnify our directors and officers, consultants and
employees  to  the  fullest extent permitted by the Delaware General Corporation
Law.  Subject  to  certain  very  limited exceptions, we are required to advance
expenses,  as  incurred,  in  connection  with a legal proceeding to the fullest
extent  permitted  by  the  Delaware General Corporation Law, subject to certain
very  limited  exceptions. The rights conferred in our Bylaws are not exclusive.
We  have  not  obtained  directors'  and  officers'  liability  insurance.


     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of  our common stock as of December 31, 2002. The information in this
table  provides  the  ownership  information  for:

-    each  person  known by us to be the beneficial owner of more than 5% of our
     common  stock,

-    each  of  our  directors,

-    each  of  our  executive  officers,  and

-    our  executive  officers,  directors  and  director  nominees  as  a group.

     Beneficial  ownership  has been determined in accordance with the rules and
regulations  of  the SEC and includes voting or investment power with respect to
the  shares.  Unless  otherwise  indicated, the persons named in the table below
have  sole  voting  and  investment  power  with respect to the number of shares
indicated as beneficially owned by them. Unless otherwise indicated, the address
of each person named below is c/o VerticalBuyer, c/o Gottbetter & Partners, LLP,
488  Madison  Avenue,  12th  Floor,  New  York,  New  York  10022.


                                       14
<PAGE>

<TABLE>
<CAPTION>

Name and Address of Owner        Amount of Beneficial Ownership          Percentage Owned
-------------------------------  ------------------------------  ----------------------------------
<S>                              <C>                             <C>
Timothy Rosen (1)                7,225,000                       42% (of actual outstanding shares)
-------------------------------  ------------------------------  ----------------------------------
Leslie Kent (1)                  7,225,000                       42% (of actual outstanding shares)
-------------------------------  ------------------------------  ----------------------------------
CSP, Inc.(2)                     4,282,078                       25% (of actual outstanding shares)
40 Linnell Circle
Billerica, MA 01821-3901
-------------------------------  ------------------------------  ----------------------------------
All Executive Officers and       14,450,000                      84%
Directors a group(2 persons)(3)
-------------------------------  ------------------------------  ----------------------------------
</TABLE>

(1)     Includes 250,000 shares of common stock issuable upon exercise of stock
options at an exercise price of $1.00 per share.  (However, as of July 13, 2004
all stock options granted have expired.)

(2)     Includes 3,000,000 shares of common stock issuable upon exercise of
warrants at an exercise price of $1.00 per share.  (However, as of July 13, 2004
all stock options granted have expired.)

(3)     Includes 750,000 shares of common stock issuable upon exercise of stock
options at an exercise price of $1.00 per share.  (However, as of July 13, 2004
all stock options granted have expired.)

     We  have  not  contacted stock brokerage firms holding shares of our common
stock  in  "street  name"  to determine whether there are additional substantial
holders  of  our  common  stock.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  March  1, 2000, VerticalBuyer issued 375,000 shares of its common stock
to  Joseph  Donahue  as  payment  for  certain  fund  raising related consulting
services.  These services were valued at $37,500.  Mr. Donahue was a director of
the  Company  until  August  2001.

Lightseek Acquisition

     On  March 2, 2000, we purchased all the capital stock of Lightseek from its
owners,  including  Tim  Rosen, our President and Chairman, and Leslie Kent, our
Chief Financial Officer, for an aggregate of 14,250,000 shares. On that date, we
also  paid  for  consulting  services,  including structuring our acquisition of
LightSeek,  introduction  to  CSP and structuring the relationship with CSP, for
375,000  shares  of  our common stock, 150,000 Class D warrants and $140,000, of
which Joseph Donahue, our former director, received the 375,000 shares of common
stock  and  $70,000.  Joseph  Donahue was a director of the Company until August
2001,  at  which  time  he  resigned.

Stock Options

     We  have  awarded  an  aggregate  of  1,000,000  nonqualified stock options
exercisable  at $1.00 pursuant to our Year 2000 Option Plan to our directors and
an  aggregate  of  350,000  options  to  members  of our Technical Committee, an
advisory  committee  to  our  Board,  which is comprised of the members of CSP's
board  of  directors,  other  than Alexander Lupinetti, our former director, and
CSP's  controller.  Alexander Lupinetti was a director of the Company until July
2001,  at  which  time  he  resigned.


                                       15
<PAGE>

CSP Inc. Investment

     On  March  2, 2000, we sold 2,000,000 shares of our common stock and common
stock  purchase  warrants  (Class  A, Class B, Class C and Class D) carrying the
right  to  purchase in the aggregate 3,075,000 of our shares to CSP. The options
are  exercisable  at  $1.00  and expire two years after the date of an effective
registration  statement  relating  to the underlying shares of our common stock.
The  Class  A  warrants  are  redeemable  in  the  event  there  is an effective
registration  statement  relating  to the underlying shares of our common stock;
the  Class B warrants are redeemable if the closing price of our common stock on
the  market  on which it trades exceeds $2.00 for a period of twenty consecutive
days; and the Class C warrants are redeemable if the closing price of our common
stock  on  the  market  on  which it trades exceeds $3.00 for a period of twenty
consecutive  days.  CSP  has  distributed  as  a  dividend 717,620 of our shares
ratable  to  the  holders  of  its  common  stock.  The Class D warrants are not
redeemable,  but  are  otherwise  identical  to  the  other classes of warrants.

     In  September  2000,  in  connection  with  a consulting agreement with KGL
Investments  the Company issued 50,000 shares of common stock to KGL Investments
for services rendered.  The Company valued these shares at their market value on
the  date  of  issuance  of  $1.00  per share.  KGL Investments was owned by the
partners  of Kaplan Gottbetter & Levenson, LLP, which was the Company's counsel.

     On  January 12, 2001, in connection with a consulting agreement the Company
issued  50,000  shares  of  common  stock  to Daniel Ross for services valued at
$6,000.

     On February 8, 2001, VerticalBuyer issued 166,667 shares of common stock to
Kaplan  Gottbetter  &  Levenson, LLP, our legal counsel, in lieu of cash payment
for  legal  services  rendered.  These  services  were  valued  at  $15,197.

Litech Acquisition

     On  February  15,  2001,  we  completed  the  acquisition  of  all  of  the
outstanding  capital  stock  of  Litech  Limited,  a  UK  company.  Prior to the
acquisition, Litech was owned equally by Robert Gordon, Timothy Rosen and Leslie
Kent.  Mr.  Rosen  is our President, Chief Executive Officer and Chairman of the
Board  and  Mr.  Kent  is our Chief Financial Officer, Secretary and a Director.
Under  the  terms  of  the  share  sale agreement, Mr. Gordon was issued 500,000
shares  of  our common stock. Mr. Rosen and Mr. Kent received 50p (1/2 pound, or
92  U.S.  cents) each for their interest in Litech. In addition, Messrs. Gordon,
Rosen  and Kent will divide equally additional shares of our common stock issued
to  them  under  the  deferred purchase consideration provisions under the share
sale agreement. They shall receive shares of our common stock equal to six times
the average of the total after tax profits of Litech for each of the three years
ending December 31, 2001, 2002 and 2003 based upon a price of $1.00 per share of
our  common  stock.

     Under  the  share  sale  agreement,  if we or Litech goes into a threatened
liquidation,  receivership  or bankruptcy or similar events, any time before the
deferred  purchase  consideration is paid, and Litech fails to achieve six times
after  tax  profits  of  at  least  $1,000,000  in each of the three years ended
December  31,  2001,  2002,  and  2003, or prior to March 31, 2004, then Messrs.
Gordon,  Rosen  and  Kent have the option to repurchase their interest in Litech
for  the  same  consideration  the  actually  received  from  us.

     We believe that these transactions were on terms as favorable as could have
been obtained from an unaffiliated third party. All future transactions we enter
into with our directors, executive officers and other affiliated persons will be
on terms no less favorable to us than can be obtained from an unaffiliated party
and  will be approved by a majority of independent, disinterested members of our
board  of  directors,  and who had access, at our expense, to our or independent
legal  counsel.


                                       16
<PAGE>

     We believe that the terms of the above transactions are commercially
reasonable and no less favorable to us than we could have obtained from an
unaffiliated third party on an arm's length basis. To the extent we may enter
into any agreements with related parties in the future, the board of directors
has determined that such agreements must be on similar terms.

ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K

Exhibits

The following exhibits are included as part of this report:

<TABLE>
<CAPTION>

Exhibit  Title of Document
Number
<C>      <S>
    3.1    Certificate of Incorporation (1)
    3.2    Amendment to the Certificate of Incorporation (1)
    3.2    By-Laws (1)
    4.1    Specimen Certificate of Common Stock (1)
    4.2    Form of "A" Warrant (1)
    4.3    Form of "B" Warrant (1)
    4.4    Form of "C" Warrant (1)
    4.5    Form of "D" Warrant (1)
   10.1    Securities Purchase and Facilities Agreement (1)
   10.2    Registration Rights Agreement (1)
   10.3    Voting Agreement (1)
   10.4    Share Sale Agreement by and between Tim Rosen, Leslie Kent, Robert Gordon,
           Lightseek Limited and VerticalBuyer, Inc. dated February 15, 2001 (2)
   10.5    Deed of Indemnity dated February 15, 2001 (2)
   10.6    Service Agreement by and between Litech Limited and Robert Gordon dated
           February 15, 2001 (2)
   21.1    List of Subsidiaries (1)
   31.1    Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer*
   31.2    Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer*
   32.1    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer *
</TABLE>
---------------------------
*   Filed herewith

(1)     Incorporated by reference to Form SB-2, as amended, filed with the
Securities and Exchange Commission (SEC File No. 333-34144); see filings on
April 5, 2000, June 13, 2000, August 22, 2000 and September 15, 2000.

(2)     Incorporated by reference to Form 8-K filed with the Securities and
Exchange Commission on March 1, 2001.

Reports on Form 8-K

     None.


                                       17
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)  Audit Fees

     The aggregate fees billed for professional services rendered by Sherb &
Co., LLP for the audit of the Registrant's annual financial statements and
review of the financial statements included in the Registrant's Forms 10-QSB or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for fiscal year 2002 were
$8,667.

(2)  Audit Related Fees

     The aggregate fees billed for professional services rendered by Sherb &
Co., LLP for audit related fees for fiscal year 2002 were $0.

(3)  Tax Fees

     The aggregate fees billed for professional services rendered by Sherb &
Co., LLP for the preparation of the Registrant's tax returns, including tax
planning for fiscal year 2002 were $0.

(4)  All Other Fees

     The  aggregate  fees  billed  for professional services rendered by Sherb &
Co.,  LLP  for  all  other  services  for  fiscal  year  2002  were  $0.

(5)  Audit Committee Policies and Procedures

     The Registrant does not have an audit committee. The Board of Directors of
the Registrant approved all of the services rendered to the Registrant by Sherb
& Co., LLP for fiscal year 2002.

(6)  Audit Work Attributed to Persons Other than Sherb & Co., LLP Full-time,
Permanent Employees.

     Not applicable.


                                       18
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act  of 1934, as amended, the Registrant has duly caused this December
31,  2002  10-KSB report to be signed on it behalf by the undersigned, thereunto
duly  authorized.

Dated:     July 13, 2004

                                      VERTICALBUYER, INC.


                                       By:  /s/ Timothy Rosen
                                            ----------------------------------
                                            Timothy Rosen
                                            President, Chief Executive Officer
                                            and Chairman of the Board


     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended,  this  December  31,  2002  10-KSB  report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on
this  13th  day  of  July,  2004.



                                       By:  /s/ Timothy Rosen
                                            ----------------------------------
                                            Timothy Rosen
                                            President, Chief Executive Officer
                                            and Chairman of the Board



                                       By:  /s/ Leslie Kent
                                            ------------------------------------
                                            Leslie Kent
                                            Chief Financial Officer and Director


                                       19
<PAGE>

<TABLE>
<CAPTION>

                                        VERTICALBUYER, INC.

                                         TABLE OF CONTENTS



CONSOLIDATED FINANCIAL STATEMENTS:                                                     Page Number
<S>                                                                                    <C>
Independent Auditor's Report, Sherb and Co., LLP                                       F-1
-------------------------------------------------------------------------------------  -----------
Consolidated Balance Sheet for period ended December 31, 2002                          F-2
-------------------------------------------------------------------------------------  -----------
Consolidated Statements of Operations for the Years Ended December 31, 2002 and 2001   F-3
-------------------------------------------------------------------------------------  -----------
Consolidated Statements of Stock Equity (Deficit)                                      F-4
-------------------------------------------------------------------------------------  -----------
Consolidated Statements of Cash Flows for the Years Ended December 31, 2002 and 2001   F-5
-------------------------------------------------------------------------------------  -----------
Notes to Consolidated Financial Statements                                             F-6 - F-10
-------------------------------------------------------------------------------------  -----------
</TABLE>


                                       20
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
VerticalBuyer, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheet  of
Verticalbuyer,  Inc.  as  of  December  31,  2002,  and the related consolidated
statements  of  operations,  stockholders'  deficit and cash flows for the years
ended  December  31,  2002  and  2001.  These  consolidated financial statements
are  the  responsibility  of  the Company's management. Our responsibility is to
express  an  opinion  on  these  consolidated  financial statements based on our
audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material respects the financial  position of Verticalbuyer, Inc.
as of December 31, 2002, and the results of its operations, stockholders' equity
(deficit)  and its cash  flows  for the  years  ended  December  31,  2002,  and
2001,  in conformity with accounting principles generally accepted in the United
States  of  America.



                                                    /s/ Sherb & Co., LLP
                                                    Sherb & Co.,  LLP
                                                    Certified Public Accountants

New York, New York
May 28, 2004


                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                          VERTICALBUYER, INC.
                          -------------------

                      CONSOLIDATED BALANCE SHEET
                      --------------------------

                           DECEMBER 31, 2002
                           -----------------

                                ASSETS
                                ------


<S>                                                      <C>

Current Assets:
  Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $         -
                                                         ------------

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


                 LIABILITIES AND STOCKHOLDERS' EQUITY
                 ------------------------------------
Current liabilities:
  Accounts payable and accrued expenses . . . . . . . .  $   113,345
                                                         ------------
    Total current liabilities . . . . . . . . . . . . .      113,345
                                                         ------------

Stockholders' deficit:
  Common stock, $.001 par value; 50,000,000 authorized,
    17,391,667 issued and outstanding . . . . . . . . .       17,392
  Additional paid-in capital. . . . . . . . . . . . . .    2,008,670
  Accumulated deficit . . . . . . . . . . . . . . . . .   (2,139,407)
                                                         ------------

    Total stockholders' deficit . . . . . . . . . . . .     (113,345)
                                                         ------------

                                                         $         -
                                                         ============
</TABLE>

            See notes to consolidated financial statements


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                       VERTICALBUYER, INC.
                       -------------------

              CONSOLIDATED STATEMENTS OF OPERATIONS
              -------------------------------------


                                        Year Ended December 31,
                                        -----------------------
                                          2002          2001
                                       -----------  ------------
<S>                                    <C>          <C>
Revenues. . . . . . . . . . . . . . .  $         -  $         -

Cost of Sales . . . . . . . . . . . .            -            -
                                       -----------  ------------

  GROSS PROFIT. . . . . . . . . . . .            -            -
                                       -----------  ------------

Expenses:
  Selling, general and administrative            -      305,439
  Interest income, net. . . . . . . .            -       (3,662)
                                       -----------  ------------

  Total operating expenses. . . . . .            -      301,777
                                       -----------  ------------

Loss from continuing operations . . .            -     (301,777)
Loss from discontinued operations . .            -     (643,001)
                                       -----------  ------------

  NET LOSS. . . . . . . . . . . . . .  $         -  $  (944,778)
                                       ===========  ============


NET LOSS PER WEIGHTED AVERAGE
  SHARES OUTSTANDING -
  Basic and diluted
    Continuing operations . . . . . .  $         -  $     (0.02)
    Discontinued operations . . . . .            -        (0.04)
                                       -----------  ------------
                                       $         -  $     (0.06)
                                       ===========  ============
WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING . . . . . . . . . . . .   17,033,334   17,033,334
                                       ===========  ============
</TABLE>

         See notes to consolidated financial statements


                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                                    VERTICALBUYER, INC.
                                                    -------------------

                                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                 --------------------------------------------------------


                                                                                            Accumulated         Total
                                            Common  stock     Additional                       Other        Stockholders'
                                         -------------------    Paid-In     Accumulated    Comprehensive       Equity
                                           Shares    Amount     Capital       Deficit         Income          (Deficit)
                                         ----------  -------  -----------  -------------  ---------------  ---------------
<S>                                      <C>         <C>      <C>          <C>            <C>              <C>
Balance, Janaury 1, 2001. . . . . . . .  16,675,000  $16,675  $ 1,938,190  $ (1,194,629)  $       (4,751)  $      755,485

Issuance of common stock:
  Acquisition of Litech Limited . . . .     500,000      500       49,500             -                -           50,000
  For services rendered . . . . . . . .     216,667      217       20,980             -                -           21,197

Foreign currency translation adjustment           -        -            -             -            4,751            4,751

Net loss. . . . . . . . . . . . . . . .           -        -            -      (944,778)               -         (944,778)
                                         ----------  -------  -----------  -------------  ---------------  ---------------

Balance, December 31, 2001. . . . . . .  17,391,667  $17,392  $ 2,008,670  $ (2,139,407)  $            -   $     (113,345)

Issuance of common stock:
  Litech shareholder. . . . . . . . . .           -        -            -             -                -                -
  Other . . . . . . . . . . . . . . . .           -        -            -             -                -                -

Foreign currency translation adjustment           -        -            -             -                -                -

Net loss. . . . . . . . . . . . . . . .           -        -            -             -                -                -
                                         ----------  -------  -----------  -------------  ---------------  ---------------

Balance, December 31, 2002. . . . . . .  17,391,667  $17,392  $ 2,008,670  $ (2,139,407)  $            -   $     (113,345)
                                         ==========  =======  ===========  =============  ===============  ===============
</TABLE>

                                  See notes to consolidated financial statements


                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                  VERTICALBUYER, INC.
                                  -------------------

                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         -------------------------------------


                                                                 Year Ended December 31,
                                                                 -----------------------
                                                                    2002        2001
                                                                  ---------  ----------
<S>                                                               <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       -  $(301,777)
  Adjustments ro reconcile net loss to net cash flows
  used in operating activities:
    Loss from discontinued operations. . . . . . . . . . . . . .          -   (643,001)
    Write off of deferred registration costs . . . . . . . . . .          -    110,000
    Changes in assets and liabilities:
      Accounts payable and accrued liabilities . . . . . . . . .          -    (23,420)
                                                                  ---------  ----------

NET CASH (USED) BY CONTINUING OPERATING ACTIVITIES . . . . . . .          -   (858,198)
NET CASH PROVIDED BY DISCONTINUED OPERATING ACTIVITIES . . . . .          -    371,206
                                                                  ---------  ----------
NET CASH USED BY OPERATING ACTIVITIES. . . . . . . . . . . . . .          -   (486,992)
                                                                  ---------  ----------

Effect of exchange rate differences on cash and cash equivalents          -    (26,440)
                                                                  ---------  ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . .          -   (513,432)

CASH AND CASH EQUIVALENTS, beginning of year . . . . . . . . . .          -    513,432
                                                                  ---------  ----------

CASH AND CASH EQUIVALENTS, end of year . . . . . . . . . . . . .  $       -  $       -
                                                                  =========  ==========
</TABLE>

                  See notes to consolidated financial statements


                                      F-5
<PAGE>

                               VERTICALBUYER, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE  1  -  ORGANIZATION,  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION
-----------------------------------------------------------------------------

Vertical  Buyer,  ("the  Company")  a  Delaware corporation, was incorporated on
September  24,  1999 and on March 1, 2000 issued 14,250,000 shares of its common
stock  to  the  shareholders  of  Lightseek  Limited  in exchange for all of the
outstanding  common  stock of Lightseek Limited. On February 15, 2001, Lightseek
Limited  acquired  all  of  the  outstanding common stock of Litech Limited. The
acquisition  of  Litech  has  been accounted for under the purchase method, and,
accordingly,  Litech's  operations  have  been  included  in  the  Company's
consolidated  financial  statements  from  its date of acquisition. Lightseek is
principally  engaged  in  the  development of Internet sites designed to exploit
Business-to-Business  e-commerce  opportunities  within  the  global  commercial
electrical  and  lighting  markets.  Litech  is  a  specialist  designer  and
manufacturer  of  fiber  optic  lighting  applications  for  the  entertainment,
commercial  and  retail markets.  In September 2001 the Company discontinued the
operations  of  both  Lightseek  Limited  and  Litech  Limited.

Basis  of  Presentation
-----------------------

The  Company has negative working capital of $113,345 and an accumulated deficit
of  $2,139,407  at  December  31,  2002,  and has incurred significant recurring
operating  losses.

Use  of  estimates
------------------

The  preparation  of  financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  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.

Cash  and  cash  equivalents
----------------------------

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

Fair  value  of  financial  instruments
---------------------------------------

The  carrying  amounts  reported  in  the  balance  sheet  for  cash  and  cash
equivalents,  accounts  receivable, accounts payable and accrued expenses, loans
and  amounts due to related parties approximate their fair market value based on
the  short-term  maturity  of  these  instruments.

Comprehensive  Income  (loss)
-----------------------------

The  Company uses Statement of Financial Accounting Standards No. 130 (SFAS 130)
"Reporting  Comprehensive  Income".  Comprehensive income (loss) is comprised of
net  income  (loss)  and  all changes to the statements of stockholders' equity,
except those due to investments by stockholders', changes in paid-in capital and
distributions  to stockholders.  Comprehensive income (loss) for the years ended
December  31,  2002  and  2001  amounted  to  $-0- and $(940,027), respectively.


                                      F-6
<PAGE>

Principles  of  Consolidation
-----------------------------

The  consolidated  financial  statements  of  the  Company  include those of the
Company  and  of  each  of  its  subsidiaries  for  the  periods  in  which  the
subsidiaries  were  owned/held  by  the  Company.  All  significant intercompany
accounts  and  transactions  have  been  eliminated  in  the  preparation of the
consolidated  financial  statements.

Stock Options
-------------

Statement  of Financial Accounting Standards No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure, an Amendment of FASB Statement No. 123,"
amends  the  disclosure  requirements  of  Statement  of  Financial  Accounting
Standards  No.  123,  "Accounting for Stock-Based Compensation" ("SFAS 123"), to
require  more  prominent  disclosures  in  both  annual  and  interim  financial
statements  regarding  the  method  of  accounting  for  stock-based  employee
compensation  and  the  effect  of  the  method  used  on  reported  results.

The  Company  accounts  for  stock-based compensation to employees and directors
using  the  intrinsic  value method of accounting as prescribed under Accounting
Principles  Board  Opinion  (APB)  No.  25,  "Accounting  for  Stock  Issued  to
Employees"  and  related  Interpretations.  Under  the  intrinsic  value method,
because  the  exercise  price of the Company's employee stock options equals the
market  price  of the underlying stock on the date of the grant, no compensation
expense  is  recognized  in  the Company's Consolidated Statements of Operations

Loss  per  share
----------------

Loss  per  share  has been determined based on the Company's net loss divided by
the  weighted  average number of common shares outstanding. Warrants and options
to  purchase  shares  of  common stock outstanding at December 31, 2002 were not
included  in  the  computation  of  diluted loss per share because the effect of
their  inclusion  would  be  antidilutive.

Income  taxes
-------------

Deferred  income  taxes  are provided on a liability method whereby deferred tax
assets  are  established  for the difference between the financial reporting and
income  tax  basis  of  assets.  Deferred  tax assets are reduced by a valuation
allowance  when,  in  the opinion of management, it is more likely than not that
some  portion  or  all of the deferred tax assets will be realized. Deferred tax
assets  and  liabilities are adjusted for the effects of changes in tax laws and
rates  on  the  date  of  enactment.

NOTE  2  -  NEW  ACCOUNTING  PRONOUNCEMENTS
-------------------------------------------

In  August  2002,  the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting  for  Costs  Associated  with  Exit,  or Disposal Activities."  This
Statement addresses financial accounting and reporting for costs associated with
exit or disposal activities.  The adoption of SFAS 146 had no significant impact
on  the Company's financial statements.  This statement is effective for exit or
disposal  activities  initiated  after  December  31,  2002.

In  December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting  for Stock-Based Compensation-Transition and Disclosure-An Amendment
of  FASB Statement No. 123." This Statement amends SFAS No. 123, "Accounting for
Stock-Based  Compensation,"  to  provide alternative methods of transition for a
voluntary  change  to  the fair value based method of accounting for stock-based
employee  compensation.  In  addition,  this  Statement  amends  the  disclosure
requirements  of  Statement  123 to require prominent disclosures in both annual
and  interim financial statements about the method of accounting for stock-based
employee  compensation  and  the  effect of the method used on reported results.


                                      F-7
<PAGE>

The  adoption  of  SFAS 148 had no significant impact on the Company's financial
statements.  This  statement  is  effective  for interim periods beginning after
December  15,  2002  and  for  fiscal  years  ending  after  December  15, 2002.

In  April  2003,  the  Financial Accounting Standards Board issued SFAS No. 149,
"Amendment  of  FASB  Statement  No.  133  on Derivative Instruments and Hedging
Activities."  This  Statement  amends  and  clarifies  financial  accounting and
reporting  for  derivative instruments, including certain derivative instruments
embedded  in  other  contracts (collectively referred to as derivatives) and for
hedging  activities  under  FASB  Statement  No. 133, "Accounting for Derivative
                            ------------------------
Instruments  and Hedging Activities."  The Company believes the adoption of SFAS
149 will have not significant impact on its financial statements.  The statement
is  effective  for  contracts  entered  into  or  modified  after June 30, 2003.

In  May  2003,  the  Financial  Accounting  Standards Board issued SFAS No. 150,
"Accounting  for  Certain  Financial  Instruments  with  Characteristics of both
Liabilities and Equity."  This Statement establishes standards for how an issuer
classifies  and  measures  certain financial instruments with characteristics of
both  liabilities  and  equity.  It requires that an issuer classify a financial
instrument  that  is  within  its  scope  as  a  liability  (or an asset in some
circumstances).  SFAS 150 is effective for financial instruments entered into or
modified  after May 31, 2003 and, otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003.  We are currently evaluating
the impact that the adoption of SFAS No. 150 will have on our financial position
and  results  of  operations,  however  at  June  30,  2003  the  Company  has
approximately  $805,300  in  Redeemable  Warrants  that  may  be classified as a
liability.

In  December  2003  the  FASB  issued  FASB  Statement  No.  132 (revised 2003),
Employers'  Disclosures  about  Pensions and Other Postretirement Benefits, that
improves financial statement disclosures for defined benefit plans.  The project
was  initiated  by  the FASB earlier this year in response to concerns raised by
investors  and  other  users  of financial statements about the need for greater
transparency  of  pension  information.  The  change  replaces  existing  FASB
disclosure  requirements  for pensions.  In an effort to provide the public with
better  and  more  complete  information,  the  standard requires that companies
provide  more  details about their plan assets, benefit obligations, cash flows,
benefit  costs  and  other relevant information.  These disclosures will provide
investors with greater visibility into plan assets and a clearer picture of cash
requirements  for  benefit  payments and contributions to fund pension and other
postretirement  benefit  plans.  We  do not have a pension fund and therefore do
not  expect  to  be  impacted  by  Statement  No. 132 or be required to make any
additional  disclosures.

NOTE  3  -  INCOME  TAXES
-------------------------

At December 31, 2002, the Company had net operating loss carryforwards available
to  offset  future  Federal  and  New York State taxable income of approximately
$1,815,000.  If  not  utilized, these carryforwards will expire at various dates
through  2021.

Deferred  assets  are  comprised  of  the  following:

<TABLE>
<CAPTION>
                                          December 31,
                                          ------------
                                      2002           2001
                                  -------------  -------------
<S>                               <C>            <C>
Net operating loss carryforwards       726,000        726,000
--------------------------------  -------------  -------------
Valuation allowance                   (726,000)      (726,000)
--------------------------------  -------------  -------------
   Net deferred tax assets        $      - 0 -   $      - 0 -
--------------------------------  =============  =============
</TABLE>

The  difference  between  the  expected tax benefit computed using the Statutory
Federal  Income  Tax  rate  of  34%  and  the actual tax benefit are as follows:


                                      F-8
<PAGE>

<TABLE>
<CAPTION>
                                                   December 31,
                                                   ------------
                                               2002           2001
                                           -------------  ------------
<S>                                        <C>            <C>
Expected federal tax  (benefit)                        -     (321,000)
-----------------------------------------  -------------  ------------
State tax benefit, net of federal effect               -     ( 57,000)
-----------------------------------------  -------------  ------------
Permanent differences                                  -      100,000
-----------------------------------------  -------------  ------------
Change in valuation allowance                          -      278,000
-----------------------------------------  -------------  ------------
   Net deferred tax assets                 $       - 0 -  $     - 0 -
-----------------------------------------  =============  ============
</TABLE>

NOTE  4  -ACQUISITION
---------------------

On February 15, 2001, Lightseek acquired all of the outstanding capital stock of
Litech with the issuance of 500,000 shares of VerticalBuyer's common stock and a
nominal  cash  payment.  Prior to the acquisition, 66.67% of Litech was owned by
two  of  VerticalBuyer's  senior  executive  officers.

The  following  table  presents  the  significant  elements of this transaction:

       Fair  value  of  stock  exchanged                 $   50,000
       Liabilities  assumed:
         Account  payable  and  accruals                    275,392
         Accrued  compensation                                  748
                                                         ----------
                                                            326,140
       Less  assets  acquired:
         Accounts  receivable                               (80,329)
         Inventory                                           (9,441)
         Property  and  equipment                            (7,641)
                                                        ------------

            Goodwill                                    $   228,729
                                                        ============

The  unamortized balance of Goodwill of $224,439 was written off and included in
discontinued  operations  during  the  fiscal  year  ended  December  31,  2001.

NOTE 5  -  STOCKHOLDERS'  EQUITY
--------------------------------

On  January  12,  2001,  in  connection with a consulting agreement with a third
party  the  Company  issued 50,000 shares of common stock for services valued at
Fair  Market  Value  on  the  date  of  issuance of $6,000. On February 8, 2001,
VerticalBuyer  issued 166,667 shares of common stock to a third party in lieu of
cash payment for legal services rendered. These services were valued at $15,197.

NOTE 6-DISCONTINUED  OPERATIONS
-------------------------------

In  September  2001 the company discontinued the operations of Lightseek Limited
and  Litech  Limited.  In October 2001 Lightseek Limited and Litech Limited were
liquidated.  The  following  financial  data  reflects  a  summary  of operating
results  for  the  Company's discontinued operations for the year ended December
31,  2002  and  2001.


                                      F-9
<PAGE>

Summary  of  Operating  Results  of  Discontinued  Operations:

<TABLE>
<CAPTION>

                                                    December 31,
                                                    ------------
                                                 2002         2001
                                              -----------  ----------
<S>                                           <C>          <C>
Revenues                                      $         -  $ 271,831
--------------------------------------------  -----------  ----------
Cost of Sales                                           -    194,556
--------------------------------------------  -----------  ----------
Gross Profit                                            -     77,275
--------------------------------------------  -----------  ----------

Selling, general and administrative expenses            -    495,837
--------------------------------------------  -----------  ----------
Impairment loss - goodwill                              -          -
--------------------------------------------  -----------  ----------
Loss from discontinued operations             $         -  $(643,001)
--------------------------------------------  ===========  ==========
</TABLE>


                                      F-10
<PAGE>