<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB
                                   -----------

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001

                         Commission File Number 2-29987

                          UPWARD TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------


          NEW YORK                                        11-1714403
-------------------------------                       ----------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

   301 City Avenue, Bala Cynwyd, PA                           19004
---------------------------------------               ----------------------
Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:              (610) 667-8225

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities and 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. [X]

Revenues for the most recent fiscal year were:                   $   11,138

As of March 29, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the average bid and asked prices of
such stock on that date, was $500,000. Shares of Common Stock held by each
officer and director and by each person who owns 10% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily conclusive
and does not constitute an admission of affiliate status.

As of March 29, 2002, there were issued and outstanding 8,100,000 shares of the
registrant's Common Stock, par value $.02 per share.




<PAGE>

                                  PART I

ITEM 1- BUSINESS
----------------

Upward Technology Corporation (the "Company"), was originally incorporated under
the laws of the State of New York in 1953 and was formerly known as Marks
Polarized Corporation. In May, 1989, the Company sold its remaining operating
assets, suspended all operations, except for necessary administrative matters
and ceased to be an operating company.

In February, 1992 the Company consummated an agreement with Beverly Hills
Bancorp ("BHB") wherein BHB acquired a controlling interest in the Company. In
April, 1996, BHB sold its entire interest in the Company (4,100,000 shares of
the Company's Common Stock), to Messrs. Albert M. Zlotnick and Irving I.
Lassoff. In January, 1998, Mr. Lassoff sold an aggregate of 2,050,000 shares of
the Company's Common Stock, representing Mr. Lassoff's entire interest in the
Company, to Albert M. Zlotnick.

The Company currently has no full time employees. Its Chairman, President and
Chief Executive Officer is Albert M. Zlotnick.

The Company is currently seeking merger or acquisition partners so as to best
utilize the Company's assets and corporate structure.



ITEM 2 - PROPERTY
-----------------

The Company presently maintains its corporate and administrative offices at 301
City Avenue, Bala Cynwyd, PA. The Company utilizes a portion of the premises
occupied by Davic Associates, an investment firm owned by Albert M. Zlotnick.
Due to the curtailed nature of the Company's operations, Davic Associates has,
until further notice, waived the payment of rent by the Company. No rent was
paid in the fiscal years ended December 31, 2001 and 2000.



ITEM 3 - LEGAL PROCEEDINGS
--------------------------

As of March 31, 2002, the Company is not a party to any material legal
proceedings.



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

No matters were submitted to a vote of security holders by the Company during
the fourth quarter of the fiscal year covered by this report.




                                       -2-


<PAGE>

                                     PART II


ITEM 5 - MARKET OF THE REGISTRANT'S COMMON EQUITY
  AND RELATED SECURITY HOLDERS MATTERS
--------------------------------------

The Company's Common Stock, par value $.02 per share, is traded in the over-the
counter market.

The following table sets forth the range of high and low closing bid prices for
the Company's Common Stock for the periods indicated as reported by the National
Quotation Bureau, Inc. These prices represent quotations between dealers, do not
include retail markups, markdowns or commissions, and do not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
            Calendar Years                                                                     Bid Price
                                                                                      Low                     High
                                                                                      ---                     ----
<S>         <C>                                                                      <C>                     <C>
2001:       First Quarter                                                            $0.030                  $0.030
-----       Second Quarter                                                           $0.020                  $0.030
            Third Quarter                                                            $0.020                  $0.020
            Fourth Quarter                                                           $0.020                  $0.020


                                                                                               Bid Price
                                                                                      Low                     High
                                                                                      ---                     ----
2000:       First Quarter                                                            $0.050                  $0.140
-----       Second Quarter                                                           $0.020                  $0.110
            Third Quarter                                                            $0.230                  $0.250
            Fourth Quarter                                                           $0.030                  $0.080
</TABLE>
As of March 29, 2002, the National Quotation Bureau, Inc. reported that the
closing bid and asked prices on the Company's Common Stock were $.011 and $.030,
respectively.

As of March 29, 2002, the Company's Common Stock, $.02 par value, was held of
record by approximately 690 record holders, including several brokers in their
names for their customers' accounts.

Holders of the Company's Common Stock are entitled to receive dividends as and
when they may be declared by the Company's Board of Directors. The Company has
not paid any cash dividends on its Common Stock since its inception, and by
reason of its present financial condition and contemplated financial
requirements, does not anticipate paying any cash dividends upon such stock in
the foreseeable future.

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

General
-------

In May 1989, the Company suspended all operations except for necessary
administrative matters and ceased to be an operating company. As such, for the
fiscal year ended December 31, 2001 and 2000, the Company had no revenues from
operations. Given the virtual suspension of the Company's operations except for
necessary administrative matters, the Company's officer has waived further
compensation.





                                       -3-


<PAGE>

Results of Operations
---------------------

During the year ended December 31, 2001 ("Fiscal 2001"), the Company earned
interest of $11,138 as compared to $10,510 of interest earned in the year ended
December 31, 2000 ("Fiscal 00"), an increase of $628. The Company earned
interest income of $11,130 and $3,710 in Fiscal 2001 and Fiscal 2000
respectively for interest income associated with a receivable from an affiliate.
During Fiscal 2001, the Company incurred general and administrative expenses of
$17,395 as compared to $22,974 for Fiscal 2000, a decrease of $5,579.

Liquidity and Capital Resources
-------------------------------

During fiscal 2001, the Company satisfied its working capital needs from cash on
hand at the beginning of the year, cash generated from interest income during
the year and additional funding of $4,716 from Davic Associates. As of December
31, 2001, the Company had working capital of $176,868. This working capital and
funding from the affiliate is expected to provide the Company with sufficient
capital while it seeks a merger, acquisition or other arrangement by and between
the Company and a viable operating entity, although there is no assurance that
this will occur.

Market Risk
-----------

The Company's market risk includes the potential decrease in interest earned on
its cash and cash equivalents arising from a decline in interest rates.

Forward-Looking Statements
--------------------------

The Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is making this cautionary
statement in connection with such safe harbor legislation. This Form 10-KSB, and
the Annual Report to Shareholders, Form 10-QSB or Form 8-K of the Company or any
other written or oral statements made by or on behalf of the Company may include
forward-looking statements which reflect the Company's current views with
respect to future events and financial performance. The words "believe,"
"expect," "anticipate," "intends," "estimate," "forecast," "project," "should"
and similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Report Act of 1995. All
forecasts and projections in this Form 10-KSB are "forward-looking statements,"
and are based on management's current expectations of the Company's near-term
results, based on current information available pertaining to the Company, inc

The Company wishes to caution investors that any forward looking statements made
by or on behalf of the Company are subject to uncertainties and other factors
that could cause actual results to differ materially from such statements. These
uncertainties and other risk factors include, but are not limited to: changing
economic and political conditions in the United States and in other countries,
changes in governmental spending and budgetary policies, governmental laws and
regulations surrounding various matters such as environmental remediation,
contract pricing and international trading restrictions, customer product
acceptance and continued access to capital markets and foreign currency risks.

The Company wishes to caution investors that other factors may, in the future,
prove to be important in affecting the Company's results of operations. New
factors emerge from time to time and it is not possible for management to
predict all such factors, nor can it assess the impact of each such factor on
the business or the extent to which any factor, or a combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements.



                                       -4-


<PAGE>

Investors are further cautioned not to place undue reliance on such
forward-looking statements as they speak only to the Company's views as of the
date the statement is made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors are further cautioned not to
place undue reliance on such forward-looking statements as they speak only to
the Company's views as of the date the statement is made. The Company undertakes
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.


ITEM  7 - FINANCIAL STATEMENTS
------------------------------

The Financial Statements of Upward Technology, Inc. for the years ended December
31, 2001 and 2000 are included as part of this report following the signature
page of this report:

Cover page                                                               F-1
Independent Auditor's Report
  (Margolis & Company P.C.)                                              F-3
Balance sheet                                                            F-4
Statement of operations                                                  F-5
Statement of shareholders' equity                                        F-6
Statement of cash flows                                                  F-7
Notes to financial statements for the
  years ended December 31, 2001 and 2000                              F-8 & F-9

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

The Company has had no disagreements with its independent accountants during the
Company's most recent fiscal years.

                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE
  REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
---------------------------------------------------------------

The executive officer and director of the Company is as follows:

      Name                            Age               Position

Albert M. Zlotnick                    77           Chairman, President and
                                                    Chief Executive Officer

Albert M. Zlotnick has served as the Company's Chairman and Chief Executive
Officer since March 1992. Due to the curtailed nature of the Company's business
activities, Mr. Zlotnick does not devote full time to the affairs of the
Company. Mr. Zlotnick's primary occupation is as a private investor and
financial consultant. Mr. Zlotnick currently serves as the Chairman of the Board
of Directors of the following publicly traded companies: P.H.C Inc. and Bala
Cynwyd Corporation. He also serves as a director of Comprehensive Holding
Corporation, S.A. of Geneva, Switzerland.

The Company's By-Laws provide for the election of directors at the annual
meeting of shareholders, such directors to hold office until the next annual
meeting and until their successors are duly elected and qualified. The By-Laws
also provide that the annual meeting of shareholders be held each year at such
time, date and place as the Board of Directors shall determine by resolution.
Directors may be removed at any time for cause by the Board of Directors and
with or without cause by a majority of the votes cast by the shareholders
entitled to vote for the election of directors.




                                       -5-


<PAGE>


Officers will normally be elected at the annual meeting of the Board of
Directors held immediately following the annual meeting of shareholders, to hold
office for the term for which elected and until their successors are duly
elected and qualified. Officers may be removed by the Board of Directors at any
time with or without cause.

ITEM 10 - EXECUTIVE COMPENSATION
--------------------------------

Due to the reduced level of the Company's operations, no salary has been paid to
the Company's executive officer during the fiscal years ended December 31, 2001
and 2000. There were no management fees accrued or paid for during the years
ended December 31, 2001 and 2000, respectively.

The Company does not presently have any option, bonus, retirement or profit
sharing plan.

The Company has not paid and does not presently propose to pay any director for
acting in such capacity compensation, except for nominal sums for attending
Board of Directors meetings and reimbursement for reasonable expenses in
attending those meetings.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN
  BENEFICIAL OWNERS AND MANAGEMENT
----------------------------------

The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 29, 2002 by (I) each person or entity
known by the Company to own beneficially 5% or more of its outstanding Common
Stock, (ii) each director, and (iii) each executive officer, and (iv) all
directors and executive officers of the Company as a whole. Except as otherwise
noted below, the listed beneficial owner has sole voting and investment power
with respect to such shares and the address of the listed beneficial owner is
that of the Company.
<TABLE>
<CAPTION>
                                                                                NO. OF SHARES               PERCENT OF
                NAME AND ADDRESS                                                    OWNED                      CLASS
                ----------------                                           -----------------------     -------------------
              <S>                                                          <C>                         <C>
              Albert M. Zlotnick                                                  4,100,000                   50.60%

              All directors and executive
                officers as a group                                               4,100,000                   50.60%
</TABLE>

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

The Company utilizes a portion of the premises occupied by Davic Associates,
with which Mr. Zlotnick is the sole owner. Due to the curtailed nature of the
Company's operations Davic Associates has, until further notice, waived the
payment of rent by the Company.


                                       -6-

<PAGE>


ITEM 13 - EXHIBITS, REPORTS ON FORM 8-K AND FINANCIAL STATEMENTS
----------------------------------------------------------------

(a) Exhibits:

The following Exhibits are filed as part of this report. Where such filing is
made by incorporation by reference (I/B/R), reference is made to Commission file
number 2-29987 unless another statement or report is identified in parentheses.

  Exhibit
    No.                          Description
    ---                          -----------
    3A         Articles of Incorporation of Registrant                    I/B/R
    3B         By - Laws of Registrant                                    I/B/R

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the Company during the fourth quarter of
the year ended December 31, 2001.

(c) Financial Statements

The financial statements and related notes of the Company begin on page F-1 in
the appendix. The report of the independent certified public accountants on the
Company's financial statements is on page F-3 in the appendix.

                          SIGNATURES

Pursuant to the requirements of the 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, thereunto duly authorized.

                          UPWARD TECHNOLOGY CORPORATION

                                              By:   /s/Albert M. Zlotnick
                                                    ----------------------------
                                                    ALBERT M. ZLOTNICK, Chairman
                                                    and Chief Executive Officer
                                                    Dated: March 31, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
                    Signature                           Title                        Date
                    ---------                           -----                        ----
             <S>                               <C>                              <C>
             /s/ Albert M. Zlotnick            Chairman, Secretary,             March 31, 2002
             ----------------------            Chief Executive Officer
               ALBERT M. ZLOTNICK              (Principal Executive Officer and
                                               Principal Accounting Officer)
</TABLE>














                                       -7-


<PAGE>















                             UPWARD TECHNOLOGY, INC.
                             =======================

                              FINANCIAL STATEMENTS
                              ====================


                               FOR THE YEARS ENDED
                           DECEMBER 31, 2001 AND 2000
                           ==========================




















                                       F-1


<PAGE>

                             UPWARD TECHNOLOGY, INC.
                             =======================

                                TABLE OF CONTENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------



                                                                        PAGE
                                                                       NUMBER
                                                                    ------------

    Independent Auditor's Report                                        F-3

    Financial Statements:
      Balance sheet                                                     F-4
      Operations                                                        F-5
      Shareholders' equity                                              F-6
      Cash flows                                                        F-7
      Notes to financial statements                                  F-8 & F-9
























                                       F-2



<PAGE>

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------





To the Board of Directors
Upward Technology, Inc.
Bala Cynwyd, Pennsylvania

We have audited the accompanying balance sheet of Upward Technology, Inc. as of
December 31, 2001 and 2000, and the related statements of operations,
shareholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Upward Technology, Inc. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.






                                                    Certified Public Accountants

Bala Cynwyd, PA
March 28, 2002