<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-KSB
     (Mark One)
           [X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended September 30, 2001
           OR
           [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from _________ to __________

                       Commission file number   000-32101

                               HARBORTOWN CORP.
            ----------------------------------------------------
            (Exact name of small business issuer in its charter)

                  Delaware                             58-2502341
       -------------------------------            -------------------
       (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)             Identification No.)

     1000 Abernathy Road N.E., Suite 310, Atlanta, GA         30328
     ------------------------------------------------       ----------
         (Address of principal executive offices)           (zip code)

               Issuer's Telephone Number:     770-481-7205
                                             --------------

        Securities registered under Section 12(g) of the Exchange Act:
                  Common Stock $.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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 is not 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

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days.     $0

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.


Class                                     Outstanding at September 30, 2001

Common Stock, par value $0.0001           2,650,000

Documents incorporated by reference:      None


                                      -1-

<PAGE>
                                    PART I
ITEM 1.  DESCRIPTION OF BUSINESS

      Harbortown Corp. (the "Company") was incorporated on November 4, 1999
under the laws of the State of Delaware to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
The Company has been in the developmental stage since inception through
September 30, 2001 and had no operations to that date other than issuing
shares to its shareholders.

      The Company's purpose was to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which desires
to seek the perceived advantages of a corporation which has a class of
securities registered under the Exchange Act.  The Company will not restrict
its search to any specific business, industry, or geographical location and it
may participate in a business venture of virtually any kind or nature.
Management anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets and limited
financial resources.

      The Company registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 12(g) thereof.  The Company files with the Securities and
Exchange Commission periodic and current reports under Rule 13(a) of the
Exchange Act, including quarterly reports on Form 10-QSB and annual reports
Form 10-KSB.

ITEM 2.  DESCRIPTION OF PROPERTY

      The Company had no properties as of September 30, 2001 and no agreements
to acquire any properties.  The Company used the offices of management at no
cost to the Company through September 30, 2001.

ITEM 3.  LEGAL PROCEEDINGS

      There was no litigation pending or threatened by or against the Company
as of September 30, 2001.

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

      No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.


                                      -2-

<PAGE>
                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      As of September 30, 2001, the Company had three shareholders of record
and the common stock was not publicly traded.  As of September 30, 2001, no
Company shares were subject to outstanding options or warrants to purchase, or
securities convertible into, common equity of the Company, 2,650,000
outstanding shares would be eligible for sale pursuant to Rule 144 under the
Securities Act, and no shares were subject any agreement to register shares
under the Securities Act for sale by security holders or being or were
proposed to be publicly offered by the Company.  No dividends have been paid
with respect to the Company's common stock.

      Following a business combination, a target company will normally wish to
cause the Company's common stock to trade in one or more United States
securities markets.  The target company may elect to take the steps required
for such admission to quotation following the business combination or at some
later time.

      If, after a business combination, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company may
apply for quotation of its securities on the NASD OTC Bulletin Board.  In
certain cases the Company may elect to have its securities initially quoted in
the "pink sheets" published by the National Quotation Bureau, Inc.

      To have its securities quoted on the NASD OTC Bulletin Board a company
must:

      (1) be a company that reports its current financial information to the
Securities and Exchange Commission, banking regulators or insurance
regulators;

      (2) have at least one market maker who completes and files a Form 211
with NASD Regulation, Inc.

      The NASD OTC Bulletin Board is a dealer-driven quotation service. Unlike
the Nasdaq Stock Market, companies cannot directly apply to be quoted on the
NASD OTC Bulletin Board, only market makers can initiate quotes, and quoted
companies do not have to meet any quantitative financial requirements.  Any
equity security of a reporting company not listed on the Nasdaq Stock Market
or on a national securities exchange is eligible.

      In order to qualify for listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years of
$750,000; (ii) a public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization.  For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net tangible assets
of $2,000,000 or market capitalization of $35,000,000 or net income for two of
the last three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders.


                                      -3-

<PAGE>
      In general there is greatest liquidity for traded securities on the
Nasdaq SmallCap Market, less on the NASD OTC Bulletin Board, and least through
quotation by the National Quotation Bureau, Inc. on the "pink sheets".  It is
not possible to predict where, if at all, the securities of the Company will
be traded following a business combination.

      During the past three years, the Company has sold securities which were
not registered during February of 2000:


            Name               No. of Total Shares        Consideration
     --------------------     ---------------------     -----------------
     Gilbert H. Davis                 2,500,000                 $500

     Erik S. Nelson                    100,000                 $ 20

     ESN Financial, L.P.                50,000                 $ 10

      With respect to these sales, the Company relied upon Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act").

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

      As of September 30, 2001, the Company was attempting 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 (the "business
combination").  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 business.

      The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any stage
of its business life. It is impossible to predict the status of any business
in which the Company may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.


                                      -4-

<PAGE>
      In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity.

      It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration under
applicable federal and state securities laws.  In some circumstances, however,
as a negotiated element of its transaction, the Company may agree to register
all or a part of such securities immediately after the transaction is
consummated or at specified times thereafter.  If such registration occurs, it
will be undertaken by the surviving entity after the Company has entered into
an agreement for a business combination or has consummated a business
combination.  The issuance of additional securities and their potential sale
into any trading market which may develop in the Company's securities may
depress the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.

      The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements.  Negotiations with a
target company will likely focus on the percentage of the Company which the
target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.  Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.

ITEM 7.  FINANCIAL STATEMENTS

      The financial statements for the year ended September 30, 2001 are
attached to this filing.

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

      There were no changes in or disagreements with accountants on accounting
and financial disclosure for the period covered by this report.


                                      -5-

<PAGE>
                                   PART III

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

      The Directors and Officers of the Company as of September 30, 2001 were
as follows:

            Name              Age            Positions and Offices Held
      -----------------       ---          ------------------------------
      Gilbert H. Davis        42           President, Secretary, Director

      There were no agreements or understandings for the officer or director
to resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any other
person as of September 30, 2001.

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

      Gilbert H. Davis, Esq., received a Bachelor of Arts from Yale University
in 1981 and his Juris Doctorate from The New York University School of Law in
1984.  From 1984 through 1992, Mr. Davis was an associate of the law firm of
Alston & Bird, Atlanta, Georgia, and a partner in the law firm of Holland &
Knight and a predecessor firm from 1992 through February 1997.  Since March
1997, when Mr. Davis joined in the formation of Sims Moss Kline & Davis LLP,
Mr. Davis has been a partner of that firm specializing in securities law and
related corporate and federal taxation matters.  Mr. Davis is a member of
the bar of the States of Georgia and New York and the District of Columbia.
Mr. Davis failed to file on a timely basis one report required by Section
16(a) during the most recent fiscal year or prior years, an initial report of
beneficial ownership which did not reflect any transactions.

OTHER SIMILAR COMPANIES

      Gilbert H. Davis, the president of the Company as of September 30, 2001,
has been and is currently involved with companies similar to this one.  The
initial business purpose of each of these companies was or is to engage in a
business combination with an unidentified company or companies.


                                      -6-

<PAGE>
CONFLICTS OF INTEREST

      A conflict may arise in the event that a similar company with which Mr.
Davis is affiliated also actively seeks a target company.  It is anticipated
that target companies will be located for the Company and other similar
companies in chronological order of the date of formation of such companies
or, in the case of companies formed on the same date, alphabetically.
However, other companies may differ from the Company in certain items such as
place of incorporation, number of shares and shareholders, working capital,
types of authorized securities, or other items.  It may be that a target
company may be more suitable for or may prefer a certain company formed after
the Company.  In such case, a business combination might be negotiated on
behalf of the more suitable or preferred similar company regardless of date of
formation.

      Gilbert H. Davis is a principal of Sims Moss Kline & Davis, LLC, a law
firm located in Atlanta, GA.   As such, demands may be placed on the time of
Mr. Davis which would detract from the amount of time he is able to devote to
the Company.  Mr. Davis devoted as much time to the activities of the Company
as required.  However, should such a conflict arise, there is no assurance
that Mr. Davis would not attend to other matters prior to those of the
Company.

      The terms of business combination may include such terms as Mr. Davis
remaining a director or officer of the Company and/or the continuing
securities or other legal work of the Company being handled by the law firm of
which Mr. Davis is the principal.  The terms of a business combination may
provide for a payment by cash or otherwise to Mr. Davis by a target business
for the purchase of all or some of the common stock of the Company owned by
Mr. Davis.  Mr. Davis would directly benefit from such employment or payment.
Such benefits may influence Mr. Davis's choice of a target business.

      Management may agree to pay finder's fees, as appropriate and allowed,
to unaffiliated persons who may bring a target business to the Company where
that reference results in a business combination.  The amount of any finder's
fee will be subject to negotiation, and cannot be estimated at this time. No
finder's fee will be paid to the management or promoters of the Company, or to
their associates or affiliates.  No loans of any type have been, or will be,
made to management or promoters of the Company or to any of their associates
or affiliates.


                                      -7-

<PAGE>
      The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management or promoters of the
Company or any affiliates or associates have any interest, direct or indirect.

      There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest
in favor of the Company could result in liability of management to the
Company.  However, any attempt by shareholders to enforce a liability of
management to the Company would most likely be prohibitively expensive and
time consuming.

ITEM 10.  EXECUTIVE COMPENSATION

      The Company's officer and director does not receive any compensation for
his services rendered to the Company, nor has he received such compensation in
the past.  The officer and director is not accruing any compensation pursuant
to any agreement with the Company.  However, the officer and director of the
Company anticipates receiving benefits as a shareholder of the Company.

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

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of September 30, 2001, each person
known by the Company to be the beneficial owner of five percent or more of the
Company's common stock and the director and officer of the Company. Except as
noted, the holder thereof has sole voting and investment power with respect to
the shares shown.

    Name and Address             Amt. of Beneficial         Percentage
   of Beneficial Owner               Ownership               of Class
-------------------------       --------------------       ------------

Gilbert H. Davis                     2,500,000                94.3%
1000 Abernathy Road NE
Suite 310
Atlanta, Georgia 30328

Erik S. Nelson                         150,000                 5.7%
P.O. Box 191767
Atlanta, Georgia 31119-1767

All Executive Officers
and Directors as a Group
(1 Person)                           2,500,000                94.3%


                                      -8-

<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      No material relationships or reportable transactions during the two
years ended September 30, 2001.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits.

      EXHIBIT NUMBER        DESCRIPTION
      --------------        -----------
           3(i)             *Certificate of Incorporation
           3(ii)            *By-Laws

      * Previously filed.

      (b)   Reports of Form 8-K.  There were no reports on Form 8-K filed by
the Company during the fiscal year ended September 30, 2001.


                                  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 thereunto duly authorized.

                                      HARBORTOWN CORP.


                                    By:   /s/ Gilbert H. Davis
                                       -----------------------------
                                       Gilbert H. Davis, President

Dated: As of September 30, 2001


      Pursuant to 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.

NAME                          OFFICE            DATE
----                          ------            ----
/s/ Gilbert H. Davis          Director          As of September 30, 2001




                                      -9-

<PAGE>
                               HARBORTOWN CORP.
                        (A DEVELOPMENT STAGE COMPANY)
                             FINANCIAL STATEMENTS
                           AS OF SEPTEMBER 30, 2001


                               HARBORTOWN CORP
                        (A DEVELOPMENT STAGE COMPANY)


Board of Directors and Shareholders
Harbortown Corp.
Miami, Florida

                         INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Harbortown Corp. (a
development stage company) as of September 30, 2001 and the related statements
of operations, shareholders' deficit and cash flows for the year 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 audit.  The statements of operations, shareholders' deficit and
cash  flows of Harbortown Corp. for the period from November 4, 1999
(inception) to September 30, 2000, were audited by other auditors whose report
dated October 11, 2000, expressed an unqualified opinion on these statements.

We conducted our audit 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
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 Harbortown Corp. as of
September 30, 2001 and the results of its operations and its cash flows for
the year then ended, in conformity with accounting principles generally
accepted in the United States of America.



                                    CERTIFIED PUBLIC ACCOUNTANTS





                                     -10-
<PAGE>
<TABLE>
                                   HARBORTOWN CORP.
                            (A Development Stage Company)
                                    BALANCE SHEET
                                At September 30, 2001

<CAPTION>


                       ASSETS
<S>                                                                    <C>

Current asset
  Cash                                                                  $       38
                                                                       ------------

      Total assets                                                      $       38
                                                                       ============



        LIABILITIES AND SHAREHOLDERS' DEFICIT


Current liabilities
  Loan payable to shareholder                                           $      100
                                                                       ------------

Shareholders' deficit
  Common stock; $.0001 par value; 100,000,000 shares authorized;
    2,650,000 shares issued and outstanding                                    265
  Preferred stock; $.0001 par value; 20,000,000 shares authorized;
    no shares issued and outstanding; dividend and liquidation rights
    senior to the Company's common stock                                         -
  Additional paid-in capital                                                   265
  Deficit accumulated during the development stage                            (592)
                                                                       ------------

      Total shareholders' deficit                                              (62)
                                                                       ------------


      Total liabilities and shareholders' deficit                       $       38
                                                                       ============





The note which follows all of the financial statements must be read for a more
informed use, understanding and interpretation of these financial statements.

</TABLE>


                                        -11-

<PAGE>
<TABLE>
                                     HARBORTOWN CORP.
                              (A Development Stage Company)
                                 STATEMENTS OF OPERATIONS

<CAPTION>

                                                                         November 4, 1999
                                                                           (Inception)
                                                           Year Ended           to
                                                          September 30,   September 30,
                                                             2 0 0 1         2 0 0 1
                                                          -------------   -------------
<S>                                                       <C>             <C>

Revenue                                                    $         -     $         -

Expenses                                                           132             592
                                                          -------------   -------------

Net loss                                                   $      (132)    $      (592)
                                                          =============   =============


Weighted average number of common shares outstanding:        2,650,000
Basic (loss) per common share:                                       -






The note which follows all of the financial statements must be read for a more
informed use, understanding and interpretation of these financial statements.

</TABLE>



                                           -12-

<PAGE>
<TABLE>
                                     HARBORTOWN CORP.
                              (A Development Stage Company)
                                 STATEMENTS OF CASH FLOWS


<CAPTION>

                                                                         November 4, 1999
                                                                           (Inception)
                                                           Year Ended           to
                                                          September 30,   September 30,
                                                             2 0 0 1         2 0 0 1
                                                          -------------   -------------
<S>                                                       <C>             <C>

Operating activity
  Net loss                                                 $      (132)    $      (592)
                                                          -------------   -------------

Financing activities
  Advances from shareholder                                        100             100
  Issuance of common stock                                           -             530
                                                          -------------   -------------

     Net cash provided by financing activities                     100             630
                                                          -------------   -------------

Net (decrease) increase in cash and cash equivalents               (32)             38
                                                          -------------   -------------

Cash, beginning of period                                           70               -
                                                          -------------   -------------

Cash, end of period                                        $        38      $       38
                                                          =============   =============





The note which follows all of the financial statements must be read for a more
informed use, understanding and interpretation of these financial statements.

</TABLE>



                                           -13-
<PAGE>
<TABLE>
                                        HARBORTOWN CORP.
                                 (A Development Stage Company)
                              STATEMENTS OF SHAREHOLDERS' DEFICIT
                               Year Ended September 30, 2001 and
                 Period From November 4, 1999 (Inception) to September 30, 2000

<CAPTION>


                                                                        Deficit
                                   Common Stock                       Accumulated
                            --------------------------   Additional      During
                             Number of                    Paid-In     Development
                               Shares        Amount       Capital        Stage          Total
                            ------------  ------------  ------------  ------------  ------------
<S>                         <C>           <C>           <C>           <C>           <C>

Balance, November 4, 1999             -    $        -    $        -    $        -    $        -


Common stock issued:
  For cash                     2,650,000          265           265             -           530


Net loss                               -            -             -          (460)         (460)
                            ------------  ------------  ------------  ------------  ------------

Balance, September 30, 2000    2,650,000          265           265          (460)           70


Net loss                               -            -             -          (132)         (132)
                            ------------  ------------  ------------  ------------  ------------

Balance, September 30, 2001    2,650,000   $      265    $      265    $     (592)   $      (62)
                            ============  ============  ============  ============  ============





The note which follows all of the financial statements must be read for a more
informed use, understanding and interpretation of these financial statements.

</TABLE>



                                              -14-
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Business Operations.  Harbortown Corp. (a development
stage company), (the "Company") was incorporated in Delaware on November 4,
1999 to serve as a vehicle to affect a merger, exchange of capital stock,
asset acquisition or other business combination with a domestic or foreign
private business.  At September 30, 2001, the Company had not yet commenced
any formal business operations, and all activity to date relates to the
Company's formation and proposed fund raising.

The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business and raise the capital it will require
through the issuance of equity securities, debt securities, bank borrowings or
a combination thereof.

Use of Estimates.  The preparation of the financial statement in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual results could
differ from those estimates.





                                     -15-