## UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington,
D.C. 20549

## FORM 10-KSB

## ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHNAGE ACT OF 1934

For the fiscal year EndedDecember 31, 2002

Commission File Number 0-30311

SEGWAY III CORP.(Exact name of registrant as specified in its charter)

|New Jersey                      | 22-3719165         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

4400 Route 9 South, 2nd Floor
Freehold, New Jersey 07728
(Address of principal executive offices) (Zip Code)
(732) 409-1212
(Registrant''s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

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

Securities registered
pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such
shorter periods 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   [   ]
|------------------------

1

---

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

Revenues for year ended
December 31, 2002:    $-0-

Aggregate market value of the
voting common stock held by non-affiliates of the
registrant as of February 18, 2003 was:    $-0-

Number of shares of
our common stock outstanding as of February 18, 2003 is:   5,000,000

We do not have a Transfer Agent.

2

---

## PART I

# ITEM 1.    
  DESCRIPTION OF BUSINESS

GENERAL

Segway III Corp. (the
Company), was incorporated on March 31, 2000, under the laws of the
State of New Jersey to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. We have been in the
developmental stage since inception and have no operations to date other than
issuing shares to our original shareholders.

We will attempt to locate
and negotiate with a business entity for the combination of that target company
with us. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most instances, the
target company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended. No assurances can be given that we
will be successful in locating or negotiating with any target company.

We have been formed to
provide a method for a foreign or domestic private company to become a reporting
(public) company whose securities are qualified for trading in the
United States secondary market.

PERCEIVED BENEFITS

There are certain perceived
benefits to being a reporting company with a class of publicly- traded
securities. These are commonly thought to include the following:

|* | the ability to use registered securities to make acquisitions of assets or
businesses;        
|- | ----------------------------------------------------------------------------------------------
|* | increased visibility in the financial community;                                              
|* | the facilitation of borrowing from financial institutions;                                    
|* | improved trading efficiency;                                                                  
|* | shareholder liquidity;                                                                        
|* | greater ease in subsequently raising capital;                                                 
|* | compensation of key employees through stock options for which there may be
a market valuation;

3

|* | enhanced corporate image;                       
|- | ------------------------------------------------
|* | a presence in the United States capital markets.

POTENTIAL TARGET COMPANIES

A business entity, if any,
which may be interested in a business combination with us may include the
following:

*
a company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;

*
a company which is unable to find an underwriter of its securities or is unable
to find an underwriter of securities on terms acceptable to it;

*
a company which wishes to become public with less dilution of its common stock
than would occur upon an underwriting;

*
a company which believes that it will be able to obtain investment capital on
more favorable terms after it has become public;

*
a foreign company which may wish an initial entry into the United States
securities market;

*
a special situation company, such as a company seeking a public market to
satisfy redemption requirements under a qualified Employee Stock Option Plan;

*
a company seeking one or more of the other perceived benefits of becoming a
public company.

A business combination with
a target company will normally involve the transfer to the target company of the
majority of our issued and outstanding common stock, and the substitution by the
target company of its own management and board of directors.

No assurances can be given
that we will be able to enter into a business combination, as to the terms of a
business combination, or as to the nature of the target company.

EMPLOYEES

We have no full time employees.
Richard I. Anslow, our sole officer and director has agreed to
allocate a portion of his time to our activities, without compensation. Mr.
Anslow anticipates that our business plan can be

4

implemented by his devoting no more than 10 hours per month to our business
affairs and, consequently, conflicts of interest may arise with respect to the
limited time commitment by Mr. Anslow.

# ITEM 2.     
DESCRIPTION OF PROPERTY

We have no properties and
at this time have no agreements to acquire any properties. We currently uses the
offices of management at no cost to us. Management has agreed to continue this
arrangement until we complete an acquisition or merger.

# ITEM 3.     
LEGAL PROCEEDINGS

There is no litigation
pending or threatened by or against us.

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

None.

# PART II

# ITEM 5.     
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On December 31, 2002, there
were 2 shareholders of record of our common stock. Our shares of common stock
have never been traded on any recognized stock exchange.

DIVIDENDS

We do not intend to retain
future earnings to support our growth. Any payment of cash dividends in the
future will be dependent upon: the amount of funds legally available; our
earnings; financial condition; capital requirements; and other factors which our
Board of Directors deems relevant.

# ITEM 6.     
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Plan of Operation

We are
continuing our efforts to locate a merger candidate for the purpose of a merger.
It is possible that we will be successful in locating such a merger
candidate and closing such merger. However, if we cannot effect a
non-cash acquisition, we may have to raise funds from a private
offering of our securities under Rule 506 of Regulation D. There is no assurance
we would obtain any such equity funding.

Results of Operation

We did not have
any operating income from inception (March 31, 2000) through December 31, 2002.
For the year ended December 31, 2002, we recognized a net loss of
$548. Some general and administrative expenses during the year were accrued.
Expenses for the year were comprised of costs mainly associated with legal,
accounting and office.

Liquidity and Capital Resources

At December 31, 2002, we
had no capital resources and will rely upon the issuance of common stock
and additional capital contributions from shareholders to fund administrative
expenses pending acquisition of an operating company.

# ITEM 7.     
FINANCIAL STATEMENTS

SEGWAY III CORP.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002
Segway III Corp.
Financial Statements Table of Contents

|FINANCIAL STATEMENTS                         | Page #
|-------------------------------------------- | ------
|Audit Report                                 | 1     
|Balance Sheet                                | 2     
|Statement of Operations
and Retained Deficit | 3     
|Statement of
Stockholders Equity             | 4     
|Cash Flow Statement                          | 5     
|Notes to the
Financial Statements            | 6-8   

---

TO THE BOARD OF DIRECTORS
SEGWAY III CORP.
FREEHOLD, NJ

We have audited the
accompanying balance sheet of Segway III Corp., as of December 31, 2002 and
2001, and the related statement of operation, equity and cash flows for the
twelve months then ended December 31, 2002 and 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 audit.

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

In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Segway III Corp., as of December
31, 2002 and 2001, and the results of its operations and its cash flows for the
months then ended in conformity with generally accepted accounting principles.

Gately & Associates, LLC
Certified Public Accountants
Orlando, Florida
January 6, 2003

---

`SEGWAY III CORP.
                                  BALANCE SHEET
                             As of December 31, 2002
                              and December 31, 2001


                                     ASSETS


CURRENT ASSETS                         December 31, 2002       December 31, 2001

        Cash                                  $     0        $    21
                                              -------        -------




                      TOTAL ASSETS            $     0        $    21
                                              =======        =======

                   LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES

    Accrued expenses                          $ 1,425        $   925
                                              -------        -------


                      TOTAL LIABILITIES         1,425            925
                                              -------        -------

STOCKHOLDERS' EQUITY

  Common Stock - par value $0.0001;
    100,000,000 shares authorized;
    5,250,000 issued and outstanding              525            525

  Additional paid in capital                      402            375

  Preferred Stock - Par value $0.0001;
    20,000,000 shares authorized;
    none issued and outstanding                     0              0

       Accumulated Deficit                     (2,352)        (1,804)
                                              -------        -------

       Total stockholders' equity              (1,425)          (904)
                                              -------        -------


           TOTAL LIABILITIES AND EQUITY       $     0        $    21
                                              =======        =======



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




                                SEGWAY III CORP.
                             STATEMENT OF OPERATIONS
            For the six months ended December 31, 2002 and 2001, and
           from inception (March 31, 2000) through September 30, 2002



                                                     Twelve Months     Twelve Months     From Inception
                                                     Dec. 31, 2002     Dec. 31, 2001    To Dec. 31, 2002

REVENUE                    Sales                  $         0        $         0        $         0
                           Cost of sales                    0                  0                  0
                                                  -----------        -----------        -----------

     GROSS PROFIT                                           0                  0                  0

     GENERAL AND ADMINISTRATIVE EXPENSES                  548                967              2,352
                                                  -----------        -----------        -----------

     NET LOSS                                            (548)              (967)            (2,352)

     ACCUMULATED DEFICIT, BEGINNING BALANCE            (1,804)              (837)                 0
                                                  -----------        -----------        -----------

     ACCUMULATED DEFICIT, ENDING BALANCE          $    (2,352)       $    (1,804)       $    (2,352)
                                                  ===========        ===========        ===========


NET EARNINGS PER SHARE

         Basic and Diluted
         Net loss per share                   (Less than .01)

Basic and Diluted Weighted Average
    Number of Common Shares Outstanding             5,250,000




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



                                SEGWAY III CORP.
                        STATEMENT OF STOCKHOLDERS' EQUITY
            From inception (March 31, 2000)through December 31, 2002


                               SHARES          COMMON STOCK     ACCUMULATED DEFICIT      TOTAL
                           -------------      -------------     -----------------     ------------

Stock issued for cash         5,250,000           $    750                       $      750

Net loss                                                            $       (837)             (837)
                            ------------       ------------      ----------------      ------------

Total at December 31, 2000    5,250,000                750                  (837)              (87)

Contributed capital
 by shareholders                                       150                                     150

Net loss                                                                    (967)             (967)
                            -------------      -------------      ---------------      ------------

Total at December 31, 2001   5,250,000                900                 (1,804)             (904)

Contributed capital
 by shareholders                                       27                                       27


Net loss                                                                    (548)            (548)
                            -------------      -------------      ---------------      ------------

Total at December 31, 2002  5,250,000          $     927          $      (2,352)      $   (1,425)
                            =============      =============      ===============      ============




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



                                SEGWAY III CORP.
                             STATEMENT OF CASH FLOWS
           For the twelve months ended December 31, 2002 and 2001, and
            from inception (March 31, 2000) through December 31, 2002



CASH FLOWS FROM OPERATING ACTIVITIES                   Dec. 31, 2002   Dec. 31, 2001  From Inception

        Net income (loss)                              $      (548)      $   (967)     $  (2,352)

             Increases (Decrease) in accrued expenses          500            750          1,425
                                                       -------------    ----------       ----------

    NET CASH PROVIDED OR (USED) IN OPERATIONS                  (48)          (217)          (927)


CASH FLOWS FROM INVESTING ACTIVITIES

        None                                                     0              0              0


CASH FLOWS FROM FINANCING ACTIVITIES

        Proceeds from issuance of common stock                   0              0            750
        Proceeds from capital contributions                     27            150            177
                                                        ------------     ---------       ---------
                                                                27            150            927

CASH RECONCILIATION

        Net increase (decrease) in cash                        (21)           (67)              0
        Beginning cash balance                                  21             88               0
                                                          -----------   -----------      ---------

CASH BALANCE AT END OF YEAR                                $     0       $     21        $      0
                                                          ===========   ===========      =========

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

1.     
Summary of significant accounting policies:

Industry - Segway
III Corp. (The Company), a Company incorporated in the state of New Jersey as of
March 31, 2000, plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that The Company will be successful in
locating or negotiating with any target company.

The Company has been formed
to provide a method for a foreign or domestic private company to become a
reporting (public) company whose securities are qualified for
trading in the United States secondary market.

Results of Operations
and Ongoing Entity-The Company is considered to be an
ongoing entity. The Companys shareholders fund any shortfalls in The
Companys cash flow on a day to day basis during the time period that The
Company is in the development stage.

Liquidity and Capital
Resources-In addition to the stockholder funding capital
shortfalls, The Company anticipates interested investors that intend to fund the
Companys growth once a business is located.

Cash and Cash
Equivalents - The Company considers cash on hand and amounts on deposit with
financial institutions which have original maturities of three months or less to
be cash and cash equivalents.

Basis of Accounting
- The Companys financial statements are prepared in accordance with
generally accepted accounting principles.

Income Taxes - The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and liabilities.

Fair Value of Financial
Instruments - The Companys financial instruments may include cash and
cash equivalents, short-term investments, accounts receivable, accounts payable
and liabilities to banks and shareholders. The carrying amount of long-term debt
to banks approximates fair value based on interest rates that are currently
available to The Company for issuance of debt with similar terms and remaining
maturities. The carrying amounts of other financial instruments approximate
their fair value because of short-term maturities.

---

Concentrations of Credit
Risk - Financial instruments which potentially expose The Company to
concentrations of credit risk consist principally of operating demand deposit
accounts. The Companys policy is to place its operating demand deposit
accounts with high credit quality financial institutions. At this time The
Company has no deposits that are at risk.

2.     
Related Party Transactions and Going Concern:

The Companys
financial statements have been presented on the basis that it is a going concern
in the development stage, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. At this time The
Company has not identified the business that it wishes to engage in.

The Companys
shareholders fund The Companys activities while The Company takes steps to
locate and negotiate with a business entity for combination; however, there can
be no assurance these activities will be successful.

3.     
Accounts Receivable and Customer Deposits:

Accounts receivable and
customer deposits do not exist at this time and therefore have no allowances
accounted for or disclosures made.

4.      
Use of Estimates:

Management uses estimates
and assumptions in preparing these financial statements in accordance with
generally accepted accounting principles. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenue and expenses. Management has no
reason to make estimates at this time.

5.     
Revenue and Cost Recognition:

The Company uses the
accrual basis of accounting in accordance with generally accepted accounting
principles for financial statement reporting.

6.     
Accrued Expenses:

Accrued expenses consist of
accrued legal, accounting and office costs during this stage of the business.

7.     
Operating Lease Agreements:

---

The Company has no
agreements at this time.

8.     
Stockholder's Equity:

Common Stock includes
100,000,000 shares authorized at a par value of $0.0001, of which 5,250,000 have
been issued for the amount of $750. The shareholders contributed an additional
$150 to capital during the year 2001 and $27 for capital during the year 2002.
The Company has also authorized 20,000,000
shares of preferred stock at a par value of $0.0001, none of which have been
issued.

9.     
Required Cash Flow Disclosure for Interest and Taxes Paid:

The Company has paid no
amounts for federal income taxes and interest.

10.     
Earnings Per Share:

Basic earnings per share
(EPS) is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per
Shares." Diluted EPS reflects the potential dilution of securities that
could share in the earnings.

---

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

Our accountant is Gately
& Associates, LLC, CPAs, independent certified public accountants. The
Company does not presently intend to change accountants. At no time has there
been any disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

# PART III

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

Our directors and officers,
as of December 31, 2002, are set forth below. The directors hold office for
their respective term and until their successors are duly elected and qualified.
Vacancies in the existing Board are filled by a majority vote of the remaining
directors. The officers serve at the will of our Board of Directors.

|Name              | Age | Positions and Offices Held  
|----------------- | --- | ----------------------------
|Richard I. Anslow | 41  | President/Secretary/Director

BUSINESS EXPERIENCE

Set forth below is the name
of our director and officer who holds all positions and offices the period
during which he has served as such, and the business
experience during at least the last five years:

14

Richard I. Anslow, Esq. has
been our President, Secretary and Director since our inception.
He received a Bachelor of Science Degree in Accounting from the State University
of New York at Buffalo in 1982 and a Juris Doctor Degree from Benjamin Cardozo
School of Law in 1985. Mr. Anslow is a principal of Anslow & Jaclin, LLP, a
law firm based in Freehold, New Jersey. Such firm commenced operations in 1993
under the name Richard I. Anslow & Associates and changed its name to Anslow
& Jaclin, LLP in January 2001. It currently has three (3) full time
attorneys.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for
director, or executive officer has appeared as a party in any legal proceeding
material to an evaluation of his ability or integrity during the past five
years.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

To date, we have not filed a Form 5
for our fiscal year ended December 31, 2002.

# ITEM 10.      
EXECUTIVE COMPENSATION

Our officer and director
does not receive any compensation for his services rendered to us, has not
received such compensation in the past, and is not accruing any compensation
pursuant to any agreement with us. However, our sole officer and director anticipates
receiving benefits as our beneficial shareholder and, possibly, in other ways.

No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
have been adopted by us for the benefit of our employees.

# ITEM 11.     
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We have issued a total of
5,250,000 shares of our common stock for a total of $750 in cash:

|Name              | Number of Total Shares | % of Shareholdings
|----------------- | ---------------------- | ------------------
|Richard I. Anslow | 5,000,000              | 95.24%            

Mr. Anslow's shares were originally issued in the name of RGR Corp., a company
of which he is the sole director, shareholder and President. With respect to the
sales made to RGR Corp. we relied upon Section 4(2) of the Securities
Act of 1933, as amended (the "Securities Act").

The address for Mr. Anslow
is 4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728.

15

# ITEM 12.      
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We currently use the
offices of management at no cost to us. Management has agreed to continue this
arrangement until we complete an acquisition or merger.

# PART IV

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

|(a) | The following documents are filed as part of this report:
|--- | ---------------------------------------------------------

|1. | Financial statements; see index to financial statements and schedules in
Item 7 herein.
|-- | ---------------------------------------------------------------------------------------

|2 | Financial statement schedules; see index to financial statements and
schedules in Item 7 herein.
|- | ------------------------------------------------------------------------------------------------

|3. | Exhibits:
|-- | ---------

The following exhibits
are filed with this Form 10-KSB and are identified by the
numbers indicated; see index to exhibits immediately following financial
statements and schedules of this report.

EXHIBIT INDEX

|3.1 | Articles of Incorporation    (1)
|--- | --------------------------------
|3.2 | By-laws    (1)                  

(1)     
Incorporated by reference to our Form 10-SB (SEC File No. 0-30311).

16

ITEM 14.   
CONTROLS AND PROCEDURES

Evaluation of
disclosure controls and procedures

Our
principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
date within 90 days before the filing of this annual report (the Evaluation
Date). Based on that evaluation, our principal executive officer and principal
financial officer concluded that, as of the Evaluation Date, the
disclosure controls and procedures in place were adequate to
ensure that information required to be disclosed by us in reports that we file or submit under
the Exchange Act, is recorded, processed, summarized and reported on a timely
basis in accordance with applicable rules and regulations. Although our
principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are
adequate to enable us to comply with our disclosure obligations, we
intend to formalize and document the procedures already in place and
establish a disclosure committee.

Changes in internal controls

We have not
made any significant changes to our internal controls subsequent to
the Evaluation Date. We
have not identified any significant deficiencies or material weaknesses
or other factors that could significantly affect these controls, and therefore,
no corrective action was taken.

## SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

|    | SEGWAY III CORP.                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                     
|By: | /s/   
Richard I. AnslowRICHARD I. ANSLOWPresident, Principal Executive Officer,
Principal Financial Officer, Secretary and Director

Dated:   February 21, 2003

Pursuant to the requirements
of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

|By: | /s/
     Richard I. Anslow
Richard I. Anslow | President, Principal Executive Officer, 
Principal Financial Officer, Secretary and Director | Dated:   February 21,  2003
|--- | -------------------------------------------- | -------------------------------------------------------------------------------------------- | ---------------------------

18

# CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

I Richard I. Anslow certify that:

|1. | I have reviewed this annual report on Form 10-KSB of SEGWAY III CORP.
|-- | ---------------------------------------------------------------------

|2. | Based on my knowledge, this yearly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this yearly report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this yearly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this yearly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the registrant
is made known to me by others within those entities, particularly during the
period in which this yearly report is being prepared;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this yearly
report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this yearly report my conclusions about effectiveness of the
disclosure controls and procedures based on my evaluation as of the Evaluation
Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | I have disclosed, based on
my most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weakness in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | I have indicated in this
yearly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of my most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     February 21,  2003

|/s/    Richard I. Anslow
Richard I. Anslow
Principal Executive Officer, Principal Financial Officer
Secretary and Director
|--------------------------------------------------------------------------------------------------------------------------