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                                   FORM 10-KSB

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED

     DECEMBER 31, 2001

     OR

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

     [NO FEE REQUIRED] for the transition period from

     ____________ to ____________



                        Commission file number: 000-30437


                           PROVIDENCE CAPITAL VII, INC.
                 (Name of Small Business Issuer in its charter)


           Colorado                                    05-0508623
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)


  735 Broad Street, Suite 218
     Chattanooga, Tennessee                               37402
(Address of principal executive offices)               (Zip Code)


                   Issuer's telephone number:   (423) 265-5062


                             NADEAU & SIMMONS, P.C.
                                 56 PINE STREET
                             PROVIDENCE, RI  02903
                                  401-272-5800
               --------------------------------------------------
                    (Name and Address of agent for service)

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

Title of each class              Name of each exchange
                                 on which registered

     NONE

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

     COMMON STOCK,
     NO PAR VALUE PER SHARE      NASD


Check whether the issuer (1) 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 [ ]

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 issuer's revenues for its most recent fiscal year:

     $   0.00

The aggregate market value of the 200,000 shares of Common Stock held by
non-affiliates was $0.00 as of December 31, 2001.  For purposes of the
foregoing calculation only, each of the issuer's officers and directors is
deemed to be an affiliate.  The market value of the shares was calculated
based on the book value of such shares on such date.

As of December 31, 2001, 1,700,000 shares of the issuer's Common
Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

The following documents are following by reference into the registration
statement:

(a)-1. Providence's Form 10-QSB, filed July 25, 2002 for the
       quarter ending September 30, 2001;

       Providence's Form 10-QSB, filed August 15, 2001 for the
       quarter ending June 30, 2001;

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       Providence's Form 10-QSB, filed May 15, 2001
       for the quarter ending March 31, 2001;

all other reports filed pursuant to section 13(a) or 15(d) since the end of
the year covered by the above annual reports.

(a)-2. All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been  sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.

(a)-3 The description of the Company's common stock which is contained in the
Form 10SB12G, Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the
purpose of updating such description.

Transitional Small Business Disclosure Format:  Yes [ ]     No [X]


                                     PART I

                        ITEM 1. DESCRIPTION OF BUSINESS


                           FORWARD-LOOKING INFORMATION

This Form 10-KSB contains certain forward-looking statements within the
meaning of the federal securities laws. When used in our documents or in any
oral presentation, statements which are not historical in nature, including the
words "anticipate," "estimate," "should," "expect," "believe," "intend," and
similar expressions are intended to identify forward-looking statements. They
also include statements containing a projection of revenues, earnings (loss),
capital expenditures, dividends, capital structure or other financial terms.
Certain statements regarding the following particularly are forward-looking in
nature:

     o    our business strategy;

     o    our management capabilities;

     o    projected acquisitions or joint ventures; and

     o    projected capital expenditures.


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The forward-looking statements in this Form 10-KSB are based on our
management's beliefs, assumptions, and expectations of our future economic
performance, taking into account the information currently available to them.
These statements are not statements of historical fact. Forward-looking
statements involve risks and uncertainties, some of which are not currently
known to us, that may cause our actual results, performance or financial
condition to be materially different from the expectations of future results,
performance or financial position to differ materially from expectations are:

     o    general volatility of the capital markets and the market price of our
          shares;

     o    changes in the interest rates or the general economy of the markets
          in which we operate;

     o    our ability to identify and complete acquisitions and successfully
          integrate the businesses we acquire;

     o    disruption in the economic and financial conditions primarily from the
          impact of recent terrorist attacks in the United States, threats of
          future attacks, police and military activities overseas and other
          disruptive worldwide political events;

     o    changes in the demand for our services;

     o    the degree and nature of our competition; and

     o    the other factors referenced in this prospectus, including, without
          limitation, under the "Risk Factors" section.

We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties, and assumptions, the forward-looking
events discussed in this prospectus might not occur, we qualify any and all of
our forward-looking statements entirely by these cautionary factors.

General

History and Operations

The Company was incorporated under the laws of the State of Colorado on
November 29, 1999, and is in the early developmental and promotional stages.
To date the Company's only activities have been organizational ones, directed
at developing its business plan.  The Company has not commenced any commercial
operations.  The Company has no full-time employees and owns no real estate.

Regulation of "Blank Check" Companies

The proposed business activities described herein classify the Company as a
"blank check" or "shell company" whose sole purpose at this time is to locate
and consummate a merger or acquisition with a private entity.  Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.  Management does
not believe it will undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has successfully implemented

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its business plan described herein.

Regulation of "blank check" companies by the State of Colorado mirrors, to a
large extent, the regulation thereof by the SEC  The State of Colorado has
adopted legislation based upon Section 21E of The Private Securities
Litigation Reform Act of 1995.  The Act provides a safe harbor for issuers
regarding certain forward-looking statements, but specifically excludes from
the safe harbor issuers making statements in connection with an offering of
securities of a blank check company.  Colorado has also adopted an amended
Rule 504, made effective August 13, 1992 as part of the Commission's Small
Business Initiatives.  The amended Rule 504 exempts from registration certain
offerings up to $1,000,000.  Notably, "blank check" or "development stage"
companies are excluded from this exemption also.

Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse.  Such patterns include:

(i)   control of the market for the security by one or a few broker-dealers
      that are often related to the promoter or issuer;

(ii)  manipulation of prices through prearranged matching of purchases
      and sales and false and misleading press releases;

(iii) "boiler room" practices involving high-pressure sales tactics and
      unrealistic price projections by inexperienced sales persons;

(iv)  excessive and undisclosed bid-ask differentials and markups by selling
      broker-dealers; and

(v)   the wholesale dumping of the same securities by promoters and broker-
      dealers after prices have been manipulated to a desired level, along with
      the resulting inevitable collapse of those prices and with consequent
      investor losses.  The Company's management is aware of the abuses that
      have occurred historically in the penny stock market.  Although the
      Company does not expect to be in a position to dictate the behavior of
      the market or of broker-dealers who participate in the market, management
      will strive within the confines of practical limitations to prevent the
      described patterns from being established with respect to the Company's
      securities.

Search for Business Opportunity

The Company's business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses, and to pursue other related
activities intended to enhance shareholder value.  The acquisition of a
business opportunity may be made by purchase, merger, exchange of stock,
or otherwise, and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership.  The Company has very limited
capital available through loans by its officers and directors, and it is
unlikely that the Company will be able to take advantage of more than one
such business opportunity.  The Company intends to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.

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The Company's officers and directors have previously been involved in
transactions involving a merger between an established company and a shell
entity, and have a number of contacts within the field of corporate finance.
As a result, they have had preliminary contacts with representatives of numerous
companies concerning the general possibility of a merger or acquisition by a
shell company.

No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions, or that any acquisition that occurs
will be on terms that are favorable to the Company or its stockholders.
The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are
able to satisfy, or anticipate in the reasonably near future being able to
satisfy, the minimum asset requirements in order to qualify shares for
trading on NASDAQ or on a stock exchange.  The Company anticipates that the
business opportunities presented to it will:

(i)   be recently organized with no operating history, or a history of losses
      attributable to under-capitalization or other factors;

(ii)  be experiencing financial or operating difficulties;

(iii) be in need of funds to develop a new product or service or to expand
      into a new market;

(iv)  be relying upon an untested product or marketing concept; or

(v)   have a combination of the characteristics mentioned in (i) through (iv).


The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources.  This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical,
communications and others.  The Company's discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.

Potential Consequences of Business Combination

As a consequence of this registration of its securities, any entity which
has an interest in being acquired by, or merging into the Company, is
expected to be an entity that desires to become a public company and
establish a public trading market for its securities.  In connection with
such a merger or acquisition, it is highly likely that an amount of stock
constituting control of the Company would be issued by the Company or
purchased from the current principal shareholders of the Company by the
acquiring entity or its affiliates.  If stock is purchased from the current
shareholders, the transaction is very likely to result in substantial gains
to them relative to their purchase price for such stock.


<PAGE>

In the Company's judgment, none of its officers and directors would thereby
become an "underwriter" within the meaning of the Section 2(11) of the
Securities Act.  The sale of a controlling interest by certain principal
shareholders of the Company could occur at a time when the other
shareholders of the Company remain subject to restrictions on the transfer
of their shares.

Depending upon the nature of the transaction, the current officers and
directors of the Company may resign their management positions with the
Company in connection with the Company's acquisition of a business
opportunity.  In the event of such a resignation, the Company's current
management would not have any control over the conduct of the Company's
business following the Company's combination with a business opportunity.
It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its
donee stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals.  The Company
has no plans, understandings, agreements, or commitments with any individual
for such person to act as a finder of opportunities for the Company.

The Company does not foresee that it would enter into a merger or acquisition
transaction with any business with which its officers or directors are
currently affiliated.  Should the Company determine in the future, contrary
to the foregoing expectations, that a transaction with an affiliate would be
in the best interests of the Company and its stockholders, the Company is in
general permitted by Colorado law to enter into such a transaction if:

1.     The material facts as to the relationship or interest of the
       affiliate and as to the contract or transaction are disclosed or
       are known to the Board of Directors, and the Board in good
       faith authorizes the contract or transaction by the affirmative
       vote of a majority of the disinterested directors, even though
       the disinterested directors constitute less than a quorum; or

2.     The material facts as to the relationship or interest of the
       affiliate and as to the contract or transaction are disclosed or
       are known to the stockholders entitled to vote thereon, and the
       contract or transaction is specifically approved in good faith
       by vote of the stockholders; or

3.     The contract or transaction is fair as to the Company as of the
       time it is authorized, approved or ratified, by the Board of
       Directors or the stockholders.

Selection of Business Opportunities

To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the
other company's management and personnel, the anticipated acceptability
of new products or marketing concepts, the merit of technological changes,
the perceived benefit the company will derive from becoming a publicly held
entity, and numerous other factors which are difficult, if not impossible,
to analyze through the application of any objective criteria.  In many
instances, it is anticipated that the historical operations of a specific

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business opportunity may not necessarily be indicative of the potential for
the future because of the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis, change or
substantially augment management, or make other changes.  The Company will
be dependent upon the owners of a business opportunity to identify any such
problems which may exist and to implement, or be primarily responsible for
the implementation of, required changes.

Because the Company may participate in a business opportunity with a newly
organized firm or with a firm which is entering a new phase of growth, it
should be emphasized that the Company will incur further risks, because
management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services
will likely not be established, and such company may not be profitable when
acquired.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing.  This lack of diversification will not permit the Company to
offset potential losses from one business opportunity against profits from
another, and should be considered an adverse factor affecting any decision
to purchase the Company's securities.

It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant
to the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration.  Holders of the Company's securities should not anticipate
that the Company necessarily will furnish such holders, prior to any merger
or acquisition, with financial statements, or any other documentation,
concerning a target company or its business.  In some instances, however,
the proposed participation in a business opportunity may be submitted to
the stockholders for their consideration, either voluntarily by such
directors to seek the stockholders' advice and consent or because state law
so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's officers and directors, who are not professional
business analysts. Since Company management has no current plans to use any
outside consultants or advisors to assist in the investigation and selection
of business opportunities, no policies have been adopted regarding use of
such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service,
or regarding the total amount of fees that may be paid.

The Company anticipates that it will consider, among other things, the
following factors:

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

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

<PAGE>

3.     Whether, following the business combination, the financial
       condition of the business opportunity would be, or would have
       a significant prospect in the foreseeable future of becoming
       sufficient to enable the securities of the Company to qualify
       for listing on an exchange or on a national automated
       securities quotation system, such as NASDAQ, so as to permit
       the trading of such securities to be exempt from the
       requirements of Rule 15c2-6 recently adopted by the SEC.

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

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

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

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

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

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

No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data.  Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of our officers and directors'
limited capital available for investigation and management's limited experience
in business analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity.  It expects, however, that the analysis of specific proposals
and the selection of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description
of products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they
are based; an explanation of proprietary products and services; evidence of
existing patents, trademarks, or services marks, or rights thereto; present

<PAGE>

and proposed forms of compensation to management; a description of
transactions between such company and its affiliates during relevant periods;
a description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, produced within a reasonable
period of time not to exceed 60 days following completion of a merger
transaction; and other information deemed relevant.

As part of the Company's investigation, the Company's executive officers and
directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification
of certain information provided, check references of management and key
personnel, and take other reasonable investigative measures, to the extent
of the officers and directors' limited financial resources and management
expertise.  The Company does not intend to raise any operating capital by
implementing private placements of restricted stock and/or public offerings
of its common stock.

It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
SEC regulations regarding purchase and sale of "penny stocks."  The
regulations would affect, and possibly impair, any market that might develop
in the Company's securities until such time as they qualify for listing on
NASDAQ or on another exchange which would make them exempt from applicability
of the "penny stock" regulations.

In regard to the possibility that the shares of the Company would qualify
for listing on NASDAQ, the current standards include the requirements that
the issuer of the securities that are sought to be listed have total
shareholder's equity of at least $5,000,000.  Many, and perhaps most, of
the business opportunities that might be potential candidates for a
combination with the Company would not satisfy the NASDAQ listing criteria.

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to
be attractive.  These include acquisition candidates desiring to create a
public market for their shares in order to enhance liquidity for current
shareholders, acquisition candidates which have long-term plans for raising
capital through the public sale of securities and believe that the possible
prior existence of a public market for their securities would be beneficial,
and acquisition candidates which plan to acquire additional assets through
issuance of securities rather than for cash, and believe that the possibility
of development of a public market for their securities will be of assistance
in that process.  Acquisition candidates which have a need for an immediate
cash infusion are not likely to find a potential business combination with
the Company to be an attractive alternative.

Form of Acquisition

It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business opportunities will be reviewed
as well as the respective needs and desires of the Company and the promoters
of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure
or method deemed by management to be suitable will be selected.  Such

<PAGE>

structure may include, but is not limited to leases, purchase and sale
agreements, licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a partnership,
corporation or other form of organization.  Implementing such structure may
require the merger, consolidation or reorganization of the Company with other
corporations or forms of business organization, and although it is likely,
there is no assurance that the Company would be the surviving entity.  In
addition, the present management and stockholders of the Company most likely
will not have control of a majority of the voting shares of the Company
following a reorganization transaction.  As part of such a transaction, the
Company's existing directors may resign and new directors may be appointed
without any vote by stockholders.

Under Colorado law, the stockholders of a corporation are not entitled to
vote with respect to a stock issuance transaction that does not involve a
statutory merger, even if the transaction will result in a change in control.
We presently intend to structure a business combination as an exchange of stock
in our company for the assets or outstanding stock of a target. Since we do not
intend to conduct a statutory merger or share exchange with a target, we do
not intend to seek prior stockholder approval of the terms of a proposed
business combination.

Management may actively negotiate or otherwise consent to the purchase of any
portion of their common shares as a condition to or in connection with a
proposed merger or acquisition transaction.

It is emphasized that management of the Company may effect transactions having
a potentially adverse impact upon the Company's shareholders pursuant to the
authority and discretion of the Company's management to complete acquisitions
without submitting any proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that the Company
necessarily will furnish such holders, prior to any merger or acquisition,
with financial statements, or any other documentation, concerning a target
company or its business.  In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders
for their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.

It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
the Internal Revenue Code of 1986, depends upon the issuance to the stockholders
of the acquired company of a controlling interest (i.e. 80% or more) of the
common stock of the combined entities immediately following the reorganization.
If a transaction were structured to take advantage of these provisions rather
than other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares.  This could result in substantial
additional dilution in the equity of those who were stockholders of the
Company prior to such reorganization.  Any such issuance of additional shares

<PAGE>

might also be done simultaneously with a sale or transfer of shares representing
a controlling interest in the Company by the current officers, directors and
principal shareholders.

It is anticipated that any new securities issued in any reorganization would
be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws.  In some
circumstances, however, as a negotiated element of the transaction, the
Company may agree to register such securities either at the time the
transaction is consummated, or under certain conditions or at specified
times thereafter.  The issuance of substantial additional securities and
their potential sale into any trading market that might develop in the
Company's securities may have a depressive effect upon such market.

Operating within the parameters of Rule 145 of the Securities Act, the
Company may attempt to rely on any of the following exemptions from
registration under the Act:

	1. Section 4(2) of the Act;
	2. Section 4(6) of the Act;
	3. Section 3(a)1/ Rule 147 of the Act;
	4. Section 3(a)(10) of the Act;
	5. Rule 504, Regulation D of the Act;
	6. Rule 505, Regulation D of the Act; and
	7. Rule 506, Regulation D of the Act.

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

As a general matter, the Company anticipates that it, and/or its officers
and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior
to signing a binding agreement.  Such a letter of intent will set forth the
terms of the proposed acquisition but will not bind any of the parties to
consummate the transaction.  Execution of a letter of intent will by no
means indicate that consummation of an acquisition is probable.  Neither the
Company nor any of the other parties to the letter of intent will be bound
to consummate the acquisition unless and until a definitive agreement
concerning the acquisition as described in the preceding paragraph is
executed.  Even after a definitive agreement is executed, it is possible that
the acquisition would not be consummated should any party elect to exercise
any right provided in the agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants,
attorneys and others.  If a decision is made not to participate in a

<PAGE>

specific business opportunity, the costs theretofore incurred in the related
investigation would not be recoverable.

Investment Company Act and Other Regulation

The Company may participate in a business opportunity by purchasing, trading
or selling the securities of such business.  The Company does not, however,
intend to engage primarily in such activities.  Specifically, the Company
intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the
"Investment Act"), and therefore to avoid application of the costly and
restrictive registration and other provisions of the Investment Act, and the
regulations promulgated thereunder.

Section 3(a) of the Investment Act contains the definition of an "investment
company," and it  excludes any entity that does not engage primarily in the
business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading
"investment securities" (defined as "all securities other than government
securities or securities of majority-owned subsidiaries") the value of which
exceeds 40% of the value of its total assets (excluding government securities,
cash or cash items).  The Company intends to implement its business plan in a
manner which will result in the availability of this exception from the
definition of "investment company." Consequently, the Company's participation
in a business or opportunity through the purchase and sale of investment
securities will be limited.

The Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates a
reorganization as discussed above.  Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company
securities.  Since the Company will not register as an investment company,
stockholders will not be afforded these protections.

An acquisition made by the Company may be in an industry which is regulated
or licensed by federal, state or local authorities.  Compliance with such
regulations can be expected to be a time-consuming and expensive process.
Competition

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals.  Many of these entities will have
significantly greater experience, resources and managerial capabilities
than the Company and will therefore be in a better position than the
Company to obtain access to attractive business opportunities. The Company
also will experience competition from other public "blind pool" companies,
many of which may have more capital available than does the Company.

We will remain an insignificant player among the firms that engage in
business combinations.  There are many established venture capital and financial
concerns which have significantly  greater financial and personnel resources and
technical expertise than us. In view of our combined limited financial resources

<PAGE>

and limited management availability, we will continue to be at a significant
competitive disadvantage compared to our competitors. Also, we will be competing
with a large number of other small public, blank check companies located
throughout the United States.

Valuation of Targets

Our board of directors intends to apply established metrics that are
generally used in the financial community to determine the value of a target and
negotiate the terms of a business combination.  Our board of directors will
ordinarily begin its evaluation  of a target using the following objective
factors, among others:

     o    The target's actual and projected sales.

     o    The target's actual and projected results of operations.

     o    The target's actual and projected cash flows.

     o    The historical book value of the target's assets.

     o    The historical accounting policies used by the target.

In most cases, our board of directors will also consider a variety of
subjective factors that can have a positive or negative impact on valuation
decisions, including:

     o    Overall competitive conditions in the target's industry.

     o    The target's competitive position within its industry.

     o    The relative risks of the target's development plans.

     o    The market capitalization of similarly situated public companies.

     o    The relative strengths and weaknesses of the target, compared
          with similarly situated public companies.

Based on their analysis, our board of directors will reach a conclusion
concerning the fair market value of a target.  It will then attempt to negotiate
a business combination that maximizes stockholder value. The board of directors
may retain independent experts to assist in the evaluation of a target but it is
not required to do so.

The valuation of a prospective target is an inherently subjective process
that is subject to a substantial degree of risk and uncertainty.  Our officers
and directors are not experts in investment banking or the evaluation of
businesses. We can give you no assurance that our officers and directors will be
able to accurately assess the fair market value of a particular target. We can
give you no assurance that our officers and directors will be able to negotiate
a business combination on terms that are advantageous to our stockholders.  If a
business combination is concluded, we can give you no assurance that the stock

<PAGE>

of the combined companies will ever achieve a market price that is in line with
the value determined by our board of directors.

Finders' Fees

We will have no cash resources that can be used to pay finders' fees.  Moreover,
the shares to be issued in connection with the business combination and
founders' shares are the only shares of stock that will be available in
connection with a transaction. If cash finders' fees are paid, they will reduce
the cash resources of the combined companies. If stock-based finders' fees are
paid, they will reduce the number of shares that would otherwise be allocated to
the owners of a target.  Under these circumstances, we believe the owners of the
target should make all decisions respecting the payment of finders' fees.
Therefore, we will not agree to pay any finder's fees or similar compensation
without the consent of the target.

We will not pay finders' fees, commissions or similar compensation to any
of our officers or their respective affiliates.  We will not pay any finders'
fees, commissions or similar compensation to persons who are not duly licensed
broker-dealers without first obtaining an opinion of qualified legal counsel
that such registration is not required under circumstances.  The prospectus for
our reconfirmation offering will include detailed disclosure of all agreements
involving the direct or indirect payment of finders' fees, commissions or
similar compensation.

No Right to Approve Specific Terms

We do not intend to provide information to our stockholders regarding the
potential targets being considered by our management. Our officers and directors
will have the executive and equity voting power to unilaterally approve all
corporate actions until we negotiate a business combination.  As a result,
investors in this offering will have no effective voice in decisions made by our
management and will be entirely dependent on our management's judgment in the
selection of a target and the negotiation of the specific terms of a business
combination.

Under Colorado law, the stockholders of a corporation are not entitled to
vote with respect to a stock issuance transaction that does not involve a
statutory merger, even if the transaction will result in a change in control. We
presently intend to structure a business combination a voluntary exchange of
stock in our Company for the assets or outstanding stock of a target.  Since we
do not intend to conduct a statutory merger or share exchange with a target,
we do not intend to seek prior stockholder approval of the terms of a proposed
business combination.

Employees

The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate a need to engage any full-time employees
so long as it is seeking and evaluating business opportunities.

The need for employees and their availability will be addressed in connection
with the decision whether or not to acquire or participate in specific business
opportunities.  Although there is no current plan with respect to its nature

<PAGE>

or amount, remuneration may be paid to or accrued for the benefit of, the
Company's  officers prior to, or in conjunction with, the completion of a
business acquisition.  The Company's officers have accepted common stock for
services rendered for consulting, organizing the corporation, seeking merger
candidates and evaluating these candidates.  See "Executive Compensation" and
under "Certain Relationships and Related Transactions."


                        ITEM 2.  DESCRIPTION OF PROPERTY

Administrative Offices

The Company currently maintains an office and mailing address at 735 Broad
Street, Suite 218, Chattanooga, Tennessee 37402.  The Company pays no rent for
the use of this mailing address.  The Company does not believe that it will
need to maintain additional offices at any time in the foreseeable future in
order to carry out its plan of operations described herein.  The Company's
telephone number is (423) 265-5062.


                           ITEM 3.  LEGAL PROCEEDINGS


No material legal proceedings to which the Company (or any of its directors
and officers in their capacities as such) is party or to which property of
the Company is subject is pending and no such material proceeding is known
by management of the Company to be contemplated.


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

Not applicable


                                    PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has been no public trading market for the Company's Common Stock
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors.  No dividends on the Common
Stock have been paid by the Company, nor does the Company anticipate that
dividends will be paid in the foreseeable future.


                       ITEM 6. SELECTED FINANCIAL DATA

Not applicable

<PAGE>

               ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR
                              PLAN OF OPERATION

General

We intend to seek to acquire assets or shares of an entity actively engaged in
business which generates revenues, in exchange for its securities.  The Company
will not acquire or merge with any entity which cannot provide independent
audited financial statements within a reasonable period of time after closing of
the proposed transaction. The Company is subject to all of the reporting
requirements included in the 1934 Act.  Included in these requirements is the
affirmative duty of the Company to file independent audited financial statements
as part of its Form 8-K to be filed with the SEC upon consummation of a merger
or acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-K (or 10-KSB, as applicable).  If such audited
financial statements are not available at closing, or within time parameters
necessary to ensure the Company's compliance with the requirements of the 1934
Act, or if the audited financial statements provided do not conform to the
representations made by the candidate to be acquired in the closing documents,
the closing documents may provide that the proposed transaction will be
voidable, at the discretion of the present management of the Company.

Our officers and shareholders have verbally agreed that they will advance to
the Company certain additional funds which the Company needs for operating
capital and for costs in connection with searching for or completing an
acquisition or merger.  These will primarily consist of services rendered,
specifically SEC compliance and the due diligence required as a condition
precedent to any business combination.  These persons have also agreed that
such advances will be made interest free without expectation of repayment
unless the owners of the business which the Company acquires or merges with
agree to repay all or a portion of such advances.  Such repayment will in no
way be a condition to the selection of a target company.  The Company will
not borrow any funds from anyone other than its current shareholders for the
purpose of repaying advances made by the shareholders, and the Company will
not borrow any funds to make any payments to the Company's promoters,
management or their affiliates or associates.

Present Financial Condition

We were incorporated in the State of Colorado on November 29, 1999.  Our
founders purchased 1,700,000 shares of our common stock at a value of $0.001,
for services rendered in connection with the organization of our Company.
They also agreed to pay all organization costs from their personal funds.

While we incurred organization, operating and offering costs through December
31, 2001, our Company paid none of these costs. All costs were paid by our
officers who will continue to do so until a business combination is completed
on behalf of the Company.

Liquidity and Capital Resources

The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity.  The Company's balance sheet as of December 31, 2001,

<PAGE>

reflects a current asset value of $0.00, and a total asset value of $0.00.

Results of Operations

During the period from November 29, 1999 (inception) through December 31, 2001,
the Company has engaged in no significant operations other than organizational
activities and preparation for registration of its securities under the
Securities Act, as amended.  No revenues were received by the Company during
this period.

For the current fiscal year, the Company anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Securities Act, and expenses associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues, and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

Plan of Operations

We intend to request a reasonable due diligence fee before we begin a
detailed investigation into the affairs of a potential target. There can be no
assurance that any potential target will be willing to pay a due diligence fee,
or that any due diligence fees we receive will be sufficient to offset the
out-of-pocket costs incurred.

We believe our officers and directors' cash resources will be adequate
for our anticipated needs. Nevertheless, we may run out of money if a particular
investigation requires significant technical expertise, or if we spend
substantial amounts of money investigating a potential target and then determine
that the potential target is not suitable.

While we have the corporate power to borrow money, credit is not likely to be
available. Our officers and directors have no duty to loan money to our Company.
If they cease loaning money, and we are unable to obtain additional financing,
we will be forced to abandon our business and liquidate.

Need for Additional Financing

The Company believes that its officers and directors will assist the Company
to meet the various cash needs, including the costs of compliance with the
continuing reporting requirements of the 1934 Act, as amended, for a period of
approximately eighteen (18) months.  Accordingly, in the event the Company is
able to complete a business combination during this period, it anticipates
that its officers and directors' loans will be sufficient to allow it to
accomplish the goal of completing a business combination.  There is no
assurance, however, that these available funds will ultimately prove to be
adequate to allow it to complete a business combination, and once a business
combination is completed, the Company's needs for additional financing are
likely to increase substantially.

<PAGE>

                          ITEM 8. FINANCIAL STATEMENTS

        The financial statements are included beginning at F-2.  See page F-1
for the Index to the Financial Statements.


             ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.


                                     PART III

     ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

Compliance with Section 16(a) of the Securities Exchange Act of 1934

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

Section 16(a) of the Exchange Act, requires the Company's officers,
directors and persons who beneficially own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership
with the Securities and Exchange Commission.  Officers, directors and greater
than ten percent beneficial owners also are required by rules promulgated by
the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.

Based solely upon review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during 2001 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with on a timely basis, except that Form 3 filings dated
July 18-20, 2000, filed on behalf of officers, directors and affiliates of the
Company, contained an incorrect number of shares.  The mistake was due to
oversight by the parties to the Form 3 filings and such mistake has been
reconciled in subsequent Form 5 filings made on May 29, 2001.  Such Form 5
filings reflect the inconsistency and set forth the correct number of shares
held by the Company's officers, directors and affiliates.

Committees of the Board
------------------------------------
The Board of Directors delegates certain of its authority to a Compensation
Committee and an Audit Committee.  There are currently vacancies on both of
these committees.  The Board expects to fill such vacancies after it has
filled the vacancies on the Board of Directors.

The primary function of the Compensation Committee will be to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's
Compensatory Stock Consulting Plan.

The function of the Audit Committee is to review and approve the scope of
audit procedures employed by the Company's independent auditors, to review and
approve the audit reports rendered by both the Company's independent auditors

<PAGE>

and to approve the audit fee charged by the independent auditors.  The Audit
Committee will report to the Board of Directors with respect to such matters
and recommends the selection of independent auditors.

The directors and executive officers currently serving the Company are as
follows:

<TABLE>
<CAPTION>

Name                        Age             Positions Held and
Tenure
<S>                         <C>             <C>

Richard Nadeau, Jr.         45              President and Director since
                                            November 24, 1999

James R. Simmons            39              Vice President and Director since
                                            November 24, 1999

Mark T. Thatcher            37              Secretary and Director since
                                            November 24, 1999

</TABLE>

The directors named above will serve until the first annual meeting of the
Company's stockholders.  Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting.

Officers will hold their positions at the pleasure of the board of directors,
absent any employment agreement, of which none currently exists or is
contemplated.  There is no arrangement or understanding between the directors
and officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

The directors and officers of the Company will devote their time to the
Company's affairs on an "as needed" basis.  As a result, the actual amount of
time which they will devote to the Company's affairs is unknown and is likely
to vary substantially from month to month.

Biographical Information

Richard Nadeau, Jr.--graduated with honors from Colby College in 1979 and from
Georgetown University Law School in 1982. During law school, Rick was a law
review editor and a clerk at several law firms, including Tobin & Silverstein
in Providence, Goldstein & Manello in Boston, and King & Newmyer in
Washington, D.C. After graduating from Georgetown, Rick was admitted to the
District of Columbia bar and became associated with King & Newmyer. Although
Rick is no longer actively practicing in Washington, he remains a member of
the D.C. bar. In 1982, Rick relocated to Rhode Island and became associated
with the Providence law firm of Wistow, Barylick & Bruzzi, where he was
responsible for the majority of the firm's commercial litigation.  Rick started


<PAGE>

the firm in 1985 and, since then, has engaged in a successful practice
concentrating in corporate law, commercial lending and creditors'
rights. Rick  was also appointed Municipal Court Judge for the Towns of
Burrillville and North Smithfield in 1999.

James R. Simmons--graduated magna cum laude from the University of Hartford in
1985 and received his law degree from George Washington University in 1988.
Before joining N&S, Jim practiced with Tillinghast Collins & Graham in its
corporate, commercial and real estate departments. Jim serves on the Banks and
Trusts Committee of the Rhode Island Bar Association and his practice is
concentrated in the areas of corporate law, banking and commercial law,
mortgage lending and real estate, bankruptcy, and creditors' rights.  He is
admitted to practice law in both Rhode Island and Massachusetts.

Mark T. Thatcher--Mr. Thatcher attended the University of Denver where he
earned his law degree and masters in business administration. He is presently
a member of the State Bar of Colorado; Court of Appeals, District of Columbia;
Committee Member of the Securities Forum, Colorado, Washington, D.C. and the
American Bar Association; and Member of the International Society of Business
Law.

Mr. Thatcher has participated as a business and legal advisor for a number of
public and privately held companies.  He has been retained for federal and
state securities compliance, venture capital analysis, public and private
mergers and acquisitions, corporate reorganization/restructuring, and
international franchising development.  From 1991 through 1995, Mr. Thatcher
was "of counsel" to Daniel P. Edwards, P.C., an "AV" rated Colorado law firm.
The firm was "of counsel" to Hughes Dorsey, Denver, Colorado, Heron Burchette,
Washington, D.C. and Sparks, Dix and Enoch, Colorado Springs, Colorado.  From
1995 through August of 1999 he served as general counsel to several publicly
traded companies holding AMEX or NASDAQ listings.  He has recently joined
the Providence-based law firm of Nadeau & Simmons, P.C. in an "of-counsel"
capacity.  He is an honorary member of Alpha Kappa Delta, Sutton Award
candidate, and recipient of the E.V. Graham Scholarship Merit Award.

Indemnification of Officers and Directors

As permitted by Colorado law, the Company's Articles of Incorporation provide
that the Company will indemnify its directors and officers against expenses
and liabilities they incur to defend, settle, or satisfy any civil or criminal
action brought against them on account of their being or having been Company
directors or officers unless, in any such action, they are adjudged to have
acted with gross negligence or willful misconduct.  Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

Pursuant to the Colorado Business Corporation Act, the Company's Articles of
Incorporation exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors,

<PAGE>

except as to liability for any breach of the duty of loyalty, acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, acts in violation of Section 7-106-401 of the Colorado Business
Corporation Act, or any transaction from which a director receives an improper
personal benefit.  This exclusion of liability does not limit any right which a
director may have to be indemnified and does not affect any director's liability
under federal or applicable state securities laws.

Other Public Shell Activities

The Company's President, Vice President and Secretary have also recently
formed other shell companies, Providence Capital III, IV, VI and X.  Each
of the persons who is currently a shareholder in the Company is also a
shareholder in these other shell companies.

Providence Capital III, IV, VI and X were formed November 24, 1999, and filed
a registration statement on Form 10-SB which became effective on or about May
31, 2000 as a result of lapse of time.  There is not currently a market for
resale of the outstanding shares of Providence Capital III, IV, VI, and X.

Conflicts of Interest

The officers and directors of the Company will devote only a small portion of
their time to the affairs of the Company, estimated to be no more than
approximately 20 hours per week.  There will be occasions when the time
requirements of the Company's business conflict with the demands of their
other business and investment activities.  Such conflicts may require that the
Company attempt to employ additional personnel.  There is no assurance that
the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

The Company's sole officers and directors will promote all five (5) "blank
check" entities noted above and will use the vehicles in an ascending
selection from Providence Capital III, Inc. to Providence Capital X, Inc. to
justify placing a particular privately held entity into one of the "blank
check" entities.  Therefore, the first privately held entity that elects to
consummate an acquisition or merger with one of the Providence Capital
entities will be provided with Providence Capital III, Inc. Management does not
intend to promote any other "blank check" entities until business combination
transactions are completed on behalf of all five (5) Providence Capital
entities.

There is no procedure in place which would allow Mr. Nadeau, Mr. Simmons or
Mr. Thatcher to resolve potential conflicts in an arms-length fashion.
Accordingly, they will be required to use their discretion to resolve them in
a manner which they consider appropriate.

The Company's sole officers and directors may actively negotiate or otherwise
consent to the purchase of a portion of their common stock as a condition to,
or in connection with, a proposed merger or acquisition transaction.  It is
anticipated that a substantial premium over the initial cost of such shares
may be paid by the purchaser in conjunction with any sale of shares by the
Company's officers and directors which is made as a condition to, or in
connection with, a proposed merger or acquisition transaction.  The fact that

<PAGE>

a substantial premium may be paid to the Company's sole officers and directors
to acquire their shares creates a potential conflict of interest for them in
satisfying their fiduciary duties to the Company and its other shareholders.
Even though such a sale could result in a substantial profit to them, they
would be legally required to make the decision based upon  the best interests
of the Company and the Company's other shareholders, rather than their own
personal pecuniary benefit.


                         ITEM 11. EXECUTIVE COMPENSATION

At inception of the Company, its Directors, Richard Nadeau, Jr., James R.
Simmons and Mark T. Thatcher each received two hundred fifty thousand (250,000)
shares of Common Stock valued at $0.0038 per share in consideration of
pre-incorporation services rendered to the Company related to investigating
and developing the Company's proposed business plan and capital structure, and
completion of the incorporation and organization of the Company.  No officer
or director has received any other remuneration.  Although there is no current
plan in existence, it is possible that the Company will adopt a plan to pay or
accrue compensation to its sole officers and directors for services related to
seeking business opportunities and completing a merger or acquisition
transaction.  See "Certain Relationships and Related Transactions."  The
Company has no stock option, retirement, pension, or profit-sharing programs
for the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the future.

It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or more members of the Company's management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons.  However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's decision to undertake
any proposed transaction.  Each member of management has agreed to disclose to
the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction.  Therefore, as a practical matter, if each member of the
Company's Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed transaction will not
be approved by the Company's Board of Directors as a result of the inability
of the Board to affirmatively approve such a transaction.

No member of management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to implement
the Company's business plan outlined herein.  Also, there are no plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities by the Company prior to the location of an
acquisition or merger candidate.  Please also see Item I, Description of
Business-General for information regarding the seeking out and selection of a
target company, addressing matters such as the manner of solicitation of
potential investors, the approximate number of persons who will be contacted
or solicited, their relationships to the Company's management, etc.


<PAGE>

     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth as of December 31, 2001, information with
respect to the beneficial ownership of the Company's outstanding Common Stock
by (i) each director and executive officer of the Company, (ii) all directors
and executive officers of the Company as a group, and (iii) each shareholder
who was known by the Company to be the beneficial owner of more than 5% of the
Company's outstanding Common Stock.  Except as otherwise indicated, the
persons or entities listed below have sole voting and investment power with
respect to all shares of Common Stock beneficially owned by them.

<TABLE>
<CAPTION>
                               Common Shares Owned

Name and Address               Number of              Percent of
                               Shares Owned           Class Owned
                               Beneficially
<S>                            <C>                    <C>

Richard Nadeau, Jr.            250,000(1)             16.67%
56 Pine Street
Providence, RI 02903

James R. Simmons               250,000(1)             16.67%
56 Pine Street
Providence, RI 02903

Mark T. Thatcher               250,000(1)             16.67%
56 Pine Street
Providence, RI 02903

James H. Brennan, III          250,000(1)             16.67%
735 Broad Street, Suite 218
Chattanooga, TN 37402

Doug Dyer                      250,000(1)             16.67%
735 Broad Street, Suite 218
Chattanooga, TN 37402

Gerard Werner                  250,000(1)             16.67%

All directors and executive
officers as a group
(3 persons)                    750,000(1)             50.00%

</TABLE>

(1)  The persons listed are the sole officers and directors of the Company.

Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such
issuance is in the best interests of shareholders of the Company and complies
with all applicable federal and state securities rules and regulations.

<PAGE>

Although the Company has a very large amount of authorized but unissued common
and preferred stock that may be issued without further shareholder approval or
notice, it is the intention of the Company to avoid inhibiting certain
transactions with prospective acquisition or merger candidates, based upon the
perception by such candidate that they may be engaged in a rapidly expanding
industry (i.e. Internet) and cannot afford to proxy shareholders each time their
management needs to authorize additional shares.


             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the transactions described below, the Company did not secure
an independent determination of the fairness and reasonableness of such
transactions and arrangements with affiliates of the Company.  However, in
each instance described below, the directors reviewed and unanimously approved
the fairness and reasonableness of the terms of the transactions.  The Company
believes that the transactions described below were fair and reasonable to
the Company on the basis that such transactions were on terms at least as
favorable as could have been obtained from unaffiliated third parties.  The
transactions between officers and directors of the Company, on the one hand,
and the Company, on the other, have inherent conflicts of interest.

There is no public market for PROVIDENCE CAPITAL Common Stock.  The PROVIDENCE
CAPITAL Common Stock may be traded in the over-the-counter market in the near
future, however, there can be no assurance as to the price at which trading in
PROVIDENCE CAPITAL Common Stock will occur.

With respect to financial and other information relating to PROVIDENCE
CAPITAL, Nadeau & Simmons, P.C., whose address is 56 Pine Street, Providence,
Rhode Island 02903 will file annual and periodic reports with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.
Copies of such reports may be inspected by anyone without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
NW, Room 1024, Washington D.C. 20549, and copies may be obtained from the
Commission at prescribed rates.  In addition, PROVIDENCE CAPITAL will provide
without charge, upon the request of any stockholder, a copy of its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2001, to be filed
with the Commission.  Any such requests should be directed to the President of
PROVIDENCE CAPITAL, address 56 Pine Street, Providence, Rhode Island 02903.

No officer, director, promoter, or affiliate of the Company has or proposes to
have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.

<PAGE>

Although there is no current plan in existence, it is possible that the
Company will adopt a plan to pay or accrue compensation to its sole officers
and directors for services related to seeking business opportunities and
completing a merger or acquisition transaction.

The Company maintains a business address at the office of its investment
banker of record.  As a result, it pays no rent and incurs no expenses for
maintenance of an office and does not anticipate paying rent or incurring
office expenses in the future.

Although management has no current plans to cause the Company to do so, it is
possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by
the Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them.

It is more likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders.  Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.


                                     PART IV

                    ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

The following documents are filed herewith or have been included as exhibits
to previous filings with the Commission and are incorporated herein by this
reference:

      Exhibit No.   Exhibit

x     3(a)          Articles of Incorporation

x     3(b)          Bylaws

x     4(a)          Agreements Defining Certain Rights of Shareholders

x     4(b)          Specimen Stock Certificate

      7             Not applicable

      9             Not applicable

x     10(a)         Pre-incorporation Consultation and Subscription Agreement

      11            Not applicable


<PAGE>

      14            Not applicable

      16            Not applicable

      21            Not applicable

#     23.1          Consent of Counsel

#     24.1          Consent of CPA.

      27            Financial Data Schedule

      28            Not applicable

#     99.1          Safe Harbor Compliance Statement
____________________________

#     filed herewith

x     incorporated herein by reference from Registrant's Form 10SB12G,
      Registration Statement Amendment No. 3, filed on August 1, 2000.


    (b)  REPORTS ON FORM 8-K

The Company filed the following reports on Form 8-K during the last quarter
of the 2001 fiscal year.

     None

                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


PROVIDENCE CAPITAL VII, INC.

By:  /s/ Richard Nadeau, Jr.

________________________________
RICHARD NADEAU, JR.,
Chairman and President

Date: July 29, 2002

<PAGE>

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Richard Nadeau, Jr., their true and lawful
attorney-in-fact and agent with full power of substitution and
re-substitution, for then and in their name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this annual report and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as they might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

This power of attorney may be executed in counterparts.

<TABLE>
<CAPTION>

SIGNATURE             TITLE                 DATE
- -----------------------------------------------------------
<S>                   <C>                  <C>

/s/ James R. Simmons    Director              July 29, 2002

/s/ Mark T. Thatcher    Director, Secretary   July 29, 2002

</TABLE>

<PAGE>
                          PROVIDENCE CAPITAL VII, INC.
                         (A Development Stage Company)

                              FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     AND THE PERIOD FROM NOVEMBER 24, 1999
                    (DATE OF INCEPTION) TO DECEMBER 31, 2001

<PAGE>

                                 Cayer Prescott
                                Clune Chatellier
                          CERTIFIED PUBLIC ACCOUNTANTS
                              BUSINESS CONSULTANTS

                           Providence, Rhode Island

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Providence Capital VII, Inc.
(A Development Stage Company)

     We have audited the accompanying balance sheet of PROVIDENCE CAPITAL
VII, INC. (a development stage company) as of December 31, 2001 and the
related statements of operations, stockholders' equity and cash flows for
the years ended December 31, 2001 and 2000 for the periods from November 24,
1999 (Date of Inception) to December 31, 2001.  These financial statements
are the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

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


     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of PROVIDENCE CAPITAL
VII, INC. as of December 31, 2001, and the results of their operations and
their cash flows for the years ended December 31, 2001 and 2000 and for the
periods from November 24, 1999 to December 31, 2001 in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is a development stage enterprise and has
focused its efforts on the raising of capital and acquiring existing
businesses through merger or acquisition . The Company has not yet commenced
its principal operations. Accordingly, the Company has no operating history,
which raises substantial doubt about its ability to continue as a going
concern as discussed in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/CAYER PRESCOTT CLUNE & CHATELLIER, LLP

Providence, Rhode Island
May 16, 2002

<PAGE>

                           PROVIDENCE CAPITAL VII, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                DECEMBER 31, 2001

                                      ASSETS



      TOTAL ASSETS                                                 $         0

                        LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:
  Accounts payable                                                 $     1,000
  Loan from officers                                                    20,275
      Total current liabilities                                         21,275

Stockholders' deficit:
  Common stock, $.001 par value; 50,000,000 shares authorized,
   1,700,000 shares issued and outstanding                               1,700
  Paid in capital                                                        4,760
  Preferred stock, $.001 par value, 50,000,000 shares authorized,
  no shares outstanding
  Deficit accumulated during the development stage                     (27,735)
      Total stockholders' deficit                                      (21,275)

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $         0

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

                           PROVIDENCE CAPITAL VII, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
           AND THE PERIOD FROM NOVEMBER 24, 1999 (DATE OF INCEPTION)
                              TO DECEMBER 31, 2001

<TABLE>
<CAPTION>

                                                 Year                November 24, 1999
                                                 Ended                 (Inception) to
                                              December 31,           December 31, 2001

                                          2001           2000

<S>                                       <C>            <C>            <C>
Revenue                                   $          0   $         0    $         0

Expenses:
  Professional fees                              2,600         6,721         24,946
  Organization costs                                                          2,789
      Total expenses                             2,600         6,721         27,735

Net loss                                  $     (2,600)  $    (6,721)   $   (27,735)

Basic Loss Per Common Share               $       (.00)  $      (.00)

Fully Diluted Loss Per Common Share       $       (.00)  $      (.00)


SEE NOTES TO FINANCIAL STATEMENTS.

</TABLE>

<PAGE>

                           PROVIDENCE CAPITAL VII, INC.
                           (A Development Stage Company)

                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
           AND THE PERIOD FROM NOVEMBER 24, 1999 (DATE OF INCEPTION)
                               TO DECEMBER 31, 2001

<TABLE>
<CAPTION>

                                         Common
                                         Stock         Additional
                                                         Paid in
                                    Shares    Amount     Capital    Deficit    Total

<S>                            <C>            <C>      <C>          <C>        <C>
Balance at November 24, 1999             0    $      0 $       0    $       0  $       0

Issuance of common stock:
  Stock issued for services
   rendered at inception           734,000         734                               734
  Additional paid in capital                               2,055                   2,055

Net loss for the period from
 November 24, 1999 through
 December 31, 1999                                                    (18,414)   (18,414)

Balance at December 31, 1999       734,000         734     2,055      (18,414)   (15,625)
 Stock issued for services
  rendered                         966,000         966                               966
 Additional paid in capital                                2,705                   2,705

Net loss for the year
 ended December 31, 2000                                                 (700)      (700)

Balance at December 31, 2000     1,700,000       1,700     4,760      (25,135)   (18,675)

Net loss for the year ended
 December 31, 2001                                                     (2,600)    (2,600)

Balance at December 31, 2001     1,700,000      $1,700    $4,760     $(27,735)  $(21,275)

SEE NOTES TO FINANCIAL STATEMENTS.

</TABLE>

<PAGE>

                         PROVIDENCE CAPITAL VII, INC.
                        (A Development Stage Company)

                          STATEMENTS OF CASH FLOWS
                   YEARS ENDED DECEMBER 31, 2001 AND 2000
         AND THE PERIOD FROM NOVEMBER 24, 1999 (DATE OF INCEPTION)
                            TO DECEMBER 31, 2001

<TABLE>
<CAPTION>


                                                     Year                    November 24, 1999
                                                     Ended                     (Inception) to
                                                  December 31,               December 31, 2001

                                              2001            2000

<S>                                           <C>            <C>              <C>
Cash flows from operating activities:
  Net loss                                    $     (2,600)  $      (6,721)   $      (27,735)
  Adjustments to reconcile net loss to
   net cash provided by operating activities:
  Services performed for stock                                       3,671             6,460
  Increase (decrease) in accounts payable              300         (14,925)            1,000
      Net cash used by operating activities         (2,300)        (17,975)          (20,275)

Cash flows from financing activities:
  Increase in loan from officers                     2,300          17,975            20,275
      Net cash provided by
       financing activities                          2,300          17,975            20,275

Increase in cash and cash equivalents                    0               0                 0

Cash and cash equivalents,
 beginning of period                                     0               0                 0

Cash and cash equivalents, end of period      $          0   $           0    $            0

SEE NOTES TO FINANCIAL STATEMENTS.

</TABLE>

<PAGE>

                          PROVIDENCE CAPITAL VII, INC.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2001


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Development Stage Operations

     Providence Capital VII, Inc. (a Development Stage Company) (the Company)
was incorporated on November 24, 1999, in the State of Colorado.  The Company
is in the development stage and its intent is to operate as a capital market
access corporation and to acquire one or more existing businesses through
merger or acquisition.  The Company has had no significant business activity
to date.  Costs associated with organization have been expensed in accordance
with SOP 98-5.


Stock-Based Compensation

     The Company accounts for stock-based compensation under Statement of
Financial Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based
Compensation".  The Company accounts for stock-based compensation based on the
fair value of the consideration received or the fair value of the stock issued,
whichever is more reliably measurable.


<PAGE>

Estimates

     The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes.  Actual results could differ
from those estimates.

Impact of Recently Issued Accounting Standards

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS 141"), Business
Combinations," which supercedes Accounting Principles Board ("APB")
Opinion No. 16, "Business Combinations."  SFAS No. 141 requires the purchase
method of accounting for business combinations initiated after June 30, 2001
and eliminates the pooling-of-interests method.  The provisions of SFAS 141
have been adopted as of July 1, 2001.  The implementation of this standard
had no impact on the Company's results of operations and financial position.

     In July 2001, the FASB also issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets,"
Which is effective for fiscal years beginning after December 15, 2001.  Certain
provisions shall also be applied to acquisitions initiated subsequent to June
30, 2001.  SFAS 142 supercedes APB Opinion No. 17, "Intangible Assets," and
requires, among other things, the discontinuance of amortization related to
goodwill and indefinite lived intangible assets.  These assets will then be
subject to an impairment test at least annually.  The implementation of this
standard had no impact on the Company's results of operations and
financial position.

     In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal
of Long-Lived Assets," which supercedes Statement of Financial Accounting
Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-
Lived Assets for Long-Lived Assets to be Disposed Of" and certain provisions
of APB Opinion No. 30, "Reporting Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions." SFAS 144 requires
that long-lived assets to be disposed of by sale, including discontinued
operations, be measured at the lower of carrying amount or fair value,
less cost to sell, whether reporting in continuing operations or in
discontinued operations.  SFAS 144 also broadens the reporting
requirements of discontinued operations to include all components of an
entity that have operations and cash flows that can be clearly
distinguished, operationally and for financial reporting purposes, from the
rest of the entity.  The provisions of SFAS 144 are effective for fiscal years
beginning after December 15, 2001.  The implementation of this standard
had no impact on the Company's results of operations and financial position.

Earnings Per Share

     During 2001, the Company adopted Statement of Financial Accounting
Standards No. 128 "Earnings Per Share", which requires presentation of basic
Earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS").
The computation of Basic EPS is computed by dividing net income by the weighted
average number of outstanding common shares during the period.  Diluted EPS
gives effect to all dilutive potential common shares outstanding during the
period.

     The computation of Diluted EPS does not assume conversion, exercise or
contingent exercise of securities that would have an antidilutive effect on
earnings.

     The shares used in the computation are as follows:


                                 December 31, 2001       December 31, 2000

     Basic EPS                           1,700,000               1,257,250
     Diluted EPS                         1,700,000               1,257,250

(CONTINUED)


<PAGE>

                          PROVIDENCE CAPITAL VII, INC.
                          (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2001


2.	STOCKHOLDERS' EQUITY

     On November 24, 1999, the Company issued seven hundred thirty-four
thousand (734,000) shares of its $.001 par value common stock for services,
rendered by related parties, valued at their fair market value of $2,789.  The
shares were issued pursuant to Rule 701 of the Securities Act of 1933 (the
"Act") and are restricted securities within the meaning of Rule 144 of the
Act.

     On June 15, 2000, the Company issued nine hundred sixty-six thousand
(966,000) shares of its $.001 par value common stock for services, rendered by
related parties, valued at their fair market value of $3,671.  The shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Act") and
are restricted securities within the meaning of Rule 144 of the Act.

     The Company authorized 50,000,000 shares of Series A convertible preferred
stock with a par value of $.001 per share.  Currently, there are no preferred
shares outstanding.  Each share of preferred stock can be converted into one
share of common stock and each share is entitled to one vote, voting together
with the holders of shares of common stock.


3.	RELATED PARTY TRANSACTIONS

     Of the $20,275 of the loan from officers, $15,625 was for legal services
rendered in connection with business planning and compliance.  Those legal
services were rendered by shareholders of the Company.  The balance was for
other professional services paid by the officers.

     As described in footnote #2 the Company issued common stock for services
provided by related parties that are valued at the fair market value of
$6,460.


4.	INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  The Company's net
deferred tax asset balances are attributable to net operating loss
carryforwards.  At December 31, 2001, the Company's deferred tax asset
consisted of the following:

     Deferred tax asset                                         $    8,300
     Valuation allowance                                            (8,300)

	 Net deferred tax assets recognized on the accompanying
	   balance sheets                                         $        0

(CONTINUED)

<PAGE>

                          PROVIDENCE CAPITAL VII, INC.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2001

     The components of the income tax provision (benefit) consisted of the
following for the years ended December 31, 2001 and 2000 and the period from
November 24, 1999 (inception) to December 31, 2001:

                                                               November 24, 1999
                                         Year Ended             (Inception) to
                                         December 31,          December 31, 2001

                                      2001           2000

Current                               $          0   $      0   $         0
Deferred                                      (800)    (2,000)       (8,300)
Tentative tax provision (benefit)             (800)    (2,000)       (8,300)
Change in valuation allowance                  800      2,000         8,300
  Net income tax provision (benefit)  $          0   $      0   $         0


     The Company has a net operating and economic loss carryforward of
approximately $27,700 available to offset future federal and state taxable
income through 2016 as follows:

     Year of Expiration                     Amount

     2014                                   $ 18,400
     2015                                   $  6,700
     2016                                   $  2,600


5.	GOING CONCERN

     The financial statements of the Company have been prepared assuming that
the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business.  Accordingly, the financial statements do not include any
adjustments that might be necessary should the Company be unable to continue
in existence.

     The Company has been in the development stage since its inception in 1999
to present and has incurred substantial cumulative losses from its inception
through September 30, 2001 amounting to $27,735.  The Company's ability to meet
its future obligations is dependent upon its ability to raise capital and close
on the anticipated acquisition of Technofinity, Inc. as discussed in Note 6 and
7.  These factors raise doubt about the Company's ability to continue as a going
concern.  The shareholders believe that the necessary capital and the
acquisition of Technofinity, Inc. will take place on or after July 2002 and will
provide for the Company to continue as a going concern.


6.	LETTER OF INTENT

     An initial non-binding agreement has been entered into with Technofinity,
Inc. dated September 19, 2001 in which Providence Capital VII, Inc. shall
acquire all of the issued and outstanding interests of Technofinity, Inc. from
its shareholders on the closing date.  The parties have extended the closing
date of this agreement indefinitely.

(CONTINUED)

<PAGE>

                          PROVIDENCE CAPITAL VII, INC.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2001

7.	SUBSEQUENT EVENT

     Currently, the Company and Technofinity, Inc. are anticipating funding in
the amount of $3.5 million from Broad Street Capital Partners I, L.P.  The
closing date for the transfer of the funds is scheduled for July 2002.  As soon
as the funding for Technofinity, Inc. is finalized, the acquisition of
Technofinity, Inc. by Providence Capital VII, Inc. will close soon after.

(CONCLUDED)