**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, D.C. 20459**

**FORM 10-KSB**

**( X ) Annual Report Pursuant toSection 13 or 15(d) of the Securitiesand****Exchange Act of 1934.**

**For the Year Ended December 31,2001**

**Commission File Number:000-28111**

**AGUAY CORPORATION**

**(Exact name of Registrant as specifiedin its Charter)**

| **DELAWARE****(State of or other jurisdictionof****incorporation or organization)** | **Pending****(IRS Employer I.D.  No.)** |
|-------------------------------------------------------------------------------------|-----------------------------------------|

**1490 Blue Jay Circle, Weston, FL33327****(Address of Principle ExecutiveOffices)**

**(954)385-2553****(Registrant's telephonenumber)**

**None****Securitiesregistered pursuant to Section 12(b) of the Act:**

**Common Stock, $.0001 ParValue****Securities registered pursuant toSection 12(g) of the Act:**

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by 7 Section 13 or 15(d) of theSecurities Exchange act of 1934 during the preceding 12 months  (or for suchother shorter period that the registrant was required to file such reports), and(20 has been subject to such filing requirements for the past 90 days. _X_ Yes___No 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-B is not contained herein and willnot be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by referencing Part III of thisForm 10-KSB or any amendment to this Form 10-KSB. _X__ 

Issuer's revenues for the most recent fiscal year: NONE

1

The aggregate market value of the voting stock held bynon-affiliates of the registrant at December 31, 2001 was $0.  Shares of commonstock held by each officer and director and by each person who owns more that 5%of the outstanding common stock has been excluded in that such persons may bedeemed to be affiliates.  This determination of affiliate status is notnecessarily a conclusive determination for other purposes. 

Indicate the number of shares outstanding of each of theissuer’s classes of stock, as of December 31, 2001: 5,000,000 CommonShares 

Documents Incorporated By Reference - NONE

Transitional small business disclosure format. ___ Yes__X_ No 

2

AguayCorporation**FORM 10 - KSB**

Table of Contents

| **PART I.**  |                                                                                                                        |    |
|--------------|------------------------------------------------------------------------------------------------------------------------|----|
|              | ITEM 1. Description of Business                                                                                        | 4  |
|              | ITEM 2. Properties                                                                                                     | 6  |
|              | ITEM 3. Legal Proceedings                                                                                              | 6  |
|              | ITEM 4. Submission of Matters to a Vote of Security Holders                                                            | 6  |
| **PART II**  |                                                                                                                        |    |
|              | ITEM 5. Market for the Common Equity and Related Stockholder Matters                                                   | 6  |
|              | ITEM 6. Plan of Operation                                                                                              | 6  |
|              | ITEM 7. Financial Statements                                                                                           | 11 |
|              | ITEM 8. Changes In and Disagreements With Accountants on Accounting andFinancial Disclosures                           | 18 |
| **PART III** |                                                                                                                        |    |
|              | ITEM 9  Directors, Executive Officers, Promoters and Control Persons;Compliance with Section 16(a) of the Exchange Act | 18 |
|              | ITEM 10 Executive Compensation                                                                                         | 20 |
|              | ITEM 11 Security Ownership of Certain	 

Beneficial Owners and Management                                              | 20 |
|              | ITEM 12 Certain Relationships and Related Transactions                                                                 | 21 |
|              | ITEM 13 Exhibits, Financial Statement	 

Schedules and Reports on Form 8-K                                             | 21 |
|              | Signatures                                                                                                             | 21 |
|              |                                                                                                                        |    |

3

**PART I.**

**ITEM 1 - DESCRIPTION OF BUSINESS**

General description:

	Aguay Corporation  ("we, us, our") was incorporatedunder the laws of the state of Delaware on November 8, 1999.  We are consideredto be in the development stage as defined in Financial Accounting StandardsBoard Statement No 7, and intend to effect a merger, exchange of capital stock,asset acquisition or other business combination with a domestic or foreignprivate business.  Our planned principal operations have not commenced;therefore accounting policies and procedures have not yet beenestablished.

1.	Principal products or services and theirmarkets:

	We were formed to provide a method for a foreign ordomestic private company to become a reporting  ("public") company with a classof registered securities.

We intend to enter into a business combination with atarget company in exchange for our securities.  We have not engaged in anynegotiations with any specific entity regarding the possibility of a businesscombination with us.

	We will attempt to locate and negotiate with a businessentity for the combination of that target company with us. The combination willnormally take the form of a merger, stock-for-stock exchange or stock-for-assetsexchange. In most instances the target company will wish to structure thebusiness combination to be within the definition of a tax-free reorganizationunder Section 351 or Section 368 of the Internal Revenue Code of 1986, asamended. 

2.	Distribution methods of the products orservices:

	We have entered into an agreement with Joren, LLC,  oursole  shareholder,  to supervise the search for target companies as potentialcandidates for a business combination.  The agreement will continue until suchtime as we have effected a business combination.  Joren, LLC has agreed to payall our expenses without repayment until such time as a business combination iseffected.  Alfred Arberman, who is our sole officer and director, is the soleofficer and director and controlling shareholder of Joren, LLC. 

	Joren, LLC may only locate potential target  companiesfor us and is not authorized to enter into any agreement with a potentialtarget company  binding us. Our  agreement  with Joren, LLC is not  exclusiveand Joren, LLC has entered into agreements with other companies similar to us onsimilar terms.  Joren, LLC may provide  assistance to target companies incidentto and following a business combination, and receive payment for such assistancefrom a target company. 

	Joren, LLC owns  5,000,000  shares of our common  stockfor which it paid $500, or $.0001, par value, per share.  Joren, LLC hasentered,  and anticipates that it will  enter,  into  agreements  with otherconsultants  to assist it in locating a target company and Joren, LLC may shareits stock in the Company with or grant  options  on such  stock  to suchreferring  consultants  and may make payment  to such  consultants  from its ownresources.  There is no  minimum or maximum  amount  of  stock,  options,  orcash  that we may grant or pay to such consultants.  Joren, LLC is solelyresponsible for the costs and expenses of its activities in seeking a potentialtarget company,  including any agreements with consultants,  and we have noobligation to pay any costs  incurred or negotiated by Joren, LLC.

4

		Joren, LLC anticipates that it may seek to locate atarget company through solicitation. Such   solicitation   may   includenewspaper   or  magazine advertisements, mailings and other distributions to lawfirms, accounting firms, investment  bankers,  financial advisors and similarpersons,  the use of one or more World Wide Web sites and similar methods. Noestimate can be made as to the number of persons who may be contacted orsolicited.  To date, Joren, LLC has not utilized  solicitation,  does notanticipate  that it will do so, and expects to rely on referrals fromconsultants in the business and financial communities for referrals of potentialtarget companies. 

3.	Status of any publicly announced new product orservice:

	None.

4.	Competitive business conditions and the smallbusiness issuer's competitive position in the industry and methods ofcompetition:

		We will remain an insignificant participant  among thefirms which engage in the acquisition of business opportunities. There are manyestablished venture capital and financial concerns which have significantlygreater financial and personnel  resources  and technical  expertise  than us.In view of our combined extremely limited financial resources and limitedmanagement availability, we will continue to be at a significant  competitivedisadvantage  compared to our competitors. 

5.	Sources and availability of raw materials and thenames of principal suppliers:

	None.

6.	Dependence on one or a few majorcustomers:

	None.

7.	Patents, trademarks, licenses, franchises,concessions, royalty agreements or labor contracts, includingduration:

	None.

8.	Need for any government approval of principalproducts or services. 

	None.

9.	Effect of existing or probable governmentalregulations on the business:

	None.

10.	Estimate of the amount spent during each of the lasttwo fiscal years on research and development activities:

	None.

11.	Costs and effects of compliance with environmentallaws (federal, state andlocal):	None.

5

12.	Number of total employees and number of full timeemployees:

	We have no full time employees. Alfred Arberman is oursole officer and our sole director.  Mr. Arberman is also the controllingshareholder of Joren, LLC, our sole shareholder.  Mr. Arberman, as ourpresident,  has agreed to allocate a portion of his time to our activitieswithout compensation.  Potential conflicts may arise with respect to the limitedtime commitment by Mr. Arberman and the potential demands of our activities.

No value has been  ascribed  to  services  provided  byour  stockholder  in the accompanying  statement  of  operations.  The  value ofthese  services  was not significant  during  the period  November  8, 1999(date of  incorporation)  to December 31, 2001.  The amount of time spent  byMr.  Arberman  on our  activities  is not predictable. Such time may vary widelyfrom an extensive amount when reviewing a target company and effecting abusiness combination to an essentially quiet time when activities of managementfocus elsewhere, or some amount in between. It is impossible to predict, withany precision, the exact amount of time Mr. Arberman will  actually  be requiredto spend to locate a suitable  target  company.  

**ITEM 2 - DESCRIPTION OF PROPERTY**

	We have no  properties  and at this time have noagreements to acquire any properties.  We  currently  use  the  offices  ofmanagement  at no cost to us. Management  has  agreed  to  continue  thisarrangement  until we  complete  an acquisition or merger.

**ITEM 3 - LEGAL PROCEEDINGS**

****NONE 

**ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS**

****NONE 

**PART II.**

**ITEM 5 - MARKET FOR THE COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS**

a. Market information: Our common stock does not tradeon any stock exchange.b. Holders: There is oneholder of our common stock.c. Dividends: We havenot and do not anticipate that we will pay any dividends in thefuture.

**ITEM 6 - PLAN OF OPERATION**

	Our purpose is to seek, investigate and, if suchinvestigation warrants, acquire an interest in a business entity which desiresto seek the perceived advantages of a corporation which has a class ofsecurities registered under the Exchange  Act.  We will  not  restrict  oursearch  to any  specific  business, industry,  or geographical location and wemay participate in a business venture of virtually any kind or nature.Management anticipates that it will be able to participate  in only onepotential  business  venture  because we have  nominal assets and limitedfinancial  resources.  See PART F/S, "FINANCIAL  STATEMENTS." This lack ofdiversification  should be  considered a  substantial  risk to our shareholdersbecause it will not permit us to offset  potential losses from one ventureagainst gains from another. 

6

	We may seek a business  opportunity  with  entitieswhich  have  recently commenced  operations,  or which wish to utilize thepublic marketplace in order to raise additional capital in order to expand intonew products or markets,  to develop a new product or service, or for othercorporate purposes. 

	We  anticipate  that the selection of a businessopportunity  in which to participate  will be complex and extremely risky.Management  believes (but has not conducted any research to confirm) that thereare business  entities seeking the perceived benefits of a reportingcorporation.  Such perceived benefits may include facilitating or improving theterms on which additional equity financing may be  sought,  providing  liquidityfor  incentive  stock  options or similar benefits to key  employees,increasing  the  opportunity  to use securities for acquisitions,  providingliquidity for shareholders and other factors.  Business opportunities  may beavailable  in many  different  industries  and at various stages  ofdevelopment,  all  of  which  will  make  the  task  of  comparativeinvestigation and analysis of such business opportunities difficult and complex.

	We have, and will  continue to have, no capital withwhich to provide the owners of business entities with any cash or other assets.However,  management believes  we  will be  able  to  offer  owners  ofacquisition  candidates  the opportunity to acquire a controlling  ownershipinterest in a reporting company without  incurring  the cost and time  requiredto conduct  an  initial  public offering.  Management  has not  conductedmarket  research  and is not aware of statistical data to support the perceivedbenefits of a business combination for the owners of a targetcompany.

	The analysis of new business opportunities will beundertaken by, or under the supervision of, our officer and director, who is nota professional business analyst.  In  analyzing  prospective  businessopportunities,   management  may consider  such matters as the  availabletechnical,  financial  and  managerial resources;  working  capital  and  otherfinancial  requirements;   history  of operations,  if any;  prospects  for thefuture;  nature of present and expected competition;  the quality andexperience  of management  services  which may be available and the depth ofthat management;  the potential for further research, development, orexploration; specific risk factors not now foreseeable but which then may beanticipated  to impact our proposed  activities;  the potential for growth orexpansion;  the potential for profit; the perceived public recognition oracceptance of products,  services, or trades; name identification;  and otherrelevant  factors.  This discussion of the proposed  criteria is not meant to berestrictive of our virtually  unlimited  discretion to search for and enter intopotential business opportunities. 

	We  are  subject  to all of the  reportingrequirements  included  in the Exchange  Act.  Included  in  these  requirementsis our  duty to file  audited financial  statements  as part of or within 60days  following  the due date for filing  its Form 8-K  which is  required  tobe filed  with the  Securities  and Exchange  Commission  within 15 daysfollowing  the  completion of the business combination.  We intend to  acquireor merge  with a company  for which  audited financial  statements are availableor for which it believes  audited  financial statements  can be obtained  withinthe required  period of time. We may reserve the right in the documents for thebusiness  combination to void the transaction if the audited  financialstatements are not timely available or if the audited financial  statementsprovided do not conform to the representations made by the target company.

	We will  not  restrict  our  search  for  any  specifickind of  business entities,  but may acquire a venture, which is in itspreliminary or development stage,  which is  already  in  operation,  or inessentially  any  stage of its business  life.  It is  impossible  to  predictat this time the  status of any business in which we may become engaged,  inthat such business may need to seek additional  capital,  may desire to have itsshares publicly traded, or may seek other perceived advantages which we mayoffer. 

7

	Following  a business  combination  we may  benefitfrom the  services of others in regard to  accounting,  legal  services,underwriting  and  corporate public relations. If requested by a target company,management may recommend one or more underwriters, financial advisors,accountants, public relations firms or other consultants to provide suchservices. 

	A potential  target  company may have an agreementwith a  consultant  or advisor  providing that services of the consultant oradvisor be continued after any business combination.  Additionally, a targetcompany may be presented to us only on the condition  that the services of aconsultant or advisor be continued after a merger or acquisition.  Suchpreexisting  agreements of target companies for the  continuation  of theservices of  attorneys,  accountants,  advisors or consultants could be a factorin the selection of a target company.

	In implementing a structure for a particular businessacquisition,  we may become a party to a merger,  consolidation,reorganization,  joint venture,  or licensing agreement with another corporationor entity. On the consummation of a transaction,  it is likely that our presentmanagement and shareholders will no longer be in control.  In  addition,  it islikely that our officer and director will,  as  part of the  terms  of theacquisition  transaction,  resign  and be replaced by one or more new officersand directors. 

It is anticipated  that any securities  issued in anysuch  reorganization would be issued in reliance upon exemption fromregistration  under  applicable federal  and  state  securities  laws.  In  somecircumstances,  however,  as a negotiated element of its transaction, we mayagree to register all or a part of such securities immediately after thetransaction is consummated or at specified times  thereafter.  If suchregistration  occurs,  it will be undertaken by the surviving  entity  after  wehave  entered  into  an  agreement  for a  business combination  or hasconsummated  a  business  combination  and we are no longer considered a blankcheck  company.  The issuance of  additional  securities  and their potentialsale into any trading market which may develop in our securities may depress themarket  value of our  securities  in the future if such a market develops, ofwhich there is no assurance. 

	While  the  terms  of a  business  transaction  towhich we may be a party cannot be predicted, it is expected that the parties tothe business transaction will desire to avoid the creation of a taxable  eventand thereby  structure the acquisition  in a  tax-free  reorganization  underSections  351  or 368 of the Internal Revenue Code of 1986, as amended.

	With respect to negotiations with a target company,management expects to focus on the percentage of the Company which targetcompany  shareholders  would acquire in exchange for their  shareholdings  inthe target  company.  Depending upon,  among other things,  the targetcompany's  assets and  liabilities,  our shareholders  will in all  likelihoodhold a  substantially  lesser  percentage ownership  interest  in the Companyfollowing  any merger or  acquisition.  The percentage  of ownership  may besubject to  significant  reduction in the event that we  acquire  a targetcompany  with  substantial  assets.  Any  merger  or acquisition effected by uscan be expected to have a significant dilutive effect on the percentage ofshares held by our shareholders at such time. 

	We will  participate in a business  opportunity onlyafter the negotiation and execution of appropriate  agreements.  Although theterms of such agreements cannot  be  predicted,   generally   such   agreementswill  require   certain representations  and  warranties of the partiesthereto,  will specify  certain events of default,  will detail the terms ofclosing  and the  conditions  which must be  satisfied  by the  parties  priorto and after  such  closing  and will include miscellaneous other terms.

8

	Joren, LLC will pay all  expenses  in regard to itssearch for a suitable target  company.  We do not  anticipate  expending  fundsfor  locating a target company.  Alfred Arberman,  our officer and director,will provide his services without charge or repayment by us. To date, Joren, LLChas incurred  expenses on our  behalf  aggregating   approximately  $7,400including   incorporation  and accounting  expenses.  We will not borrow anyfunds to make any payments to our management, its affiliates or associates.

	Our Board of  Directors  has passed a resolution  whichcontains a policy that we will not  seek a  business  combination  with anyentity  in which  our officer,  director,  shareholders  or any  affiliate orassociate  serves as an officer or director or holds any ownershipinterest.

Undertakings and Understandings Required Of TargetCompanies 

	As part of a business combination  agreement,  weintend to obtain certain representations and warranties from a target company asto its conduct following the business  combination.  Such  representations andwarranties may include (i) the agreement of the target  company to make allnecessary  filings and to take all other steps  necessary to remain a reportingcompany under the Exchange Act (ii) imposing  certain  restrictions on thetiming and amount of the issuance of additional  free-trading stock, includingstock registered on Form S-8 or issued pursuant to Regulation S and (iii) givingassurances of ongoing  compliance with the Securities  Act, the Exchange Act,the General Rules and  Regulations of the Securities  and  Exchange  Commission,and  other  applicable  laws,  rules and regulations. 

	A  prospective  target  company  should be aware thatthe market price and volume of its securities,  when and if listed for secondarytrading,  may depend in great  measure upon the  willingness  and efforts ofsuccessor  management to encourage interest in us within the United Statesfinancial community. We do not have the market  support of an underwriter  thatwould normally  follow a public offering of its securities.  Initial marketmakers are likely to simply post bid and asked prices and are unlikely to takepositions in our securities for their own account or customers without activeencouragement and a basis for doing so. In addition,  certain market makers maytake short  positions in our securities, which  may  result in a  significantpressure  on their  market  price.  We may consider the ability and  commitmentof a target  company to actively  encourage interest in its securitiesfollowing a business combination in deciding whether to enter into a transactionwith such company. 

	A business  combination with us separates the processof becoming a public company  from the  raising  of  investment  capital.  As aresult,  a  business combination  with us normally will not be a beneficialtransaction for a target company  whose  primary  reason for becoming a publiccompany is the  immediate infusion of capital.  We may require  assurances fromthe target company that it has or that it has a reasonable  belief that it willhave sufficient  sources of capital to continue operations following thebusiness  combination.  However, it is possible that a target company may givesuch assurances in error, or that the basis for such belief may change as aresult of circumstances beyond the control of the target company. 

9

	Prior to completion of a business  combination,  wewill generally require that  it be  provided  with  written  materialsregarding  the  target  company containing  such  items as a  description  ofproducts,  services  and  company history; management resumes; financialinformation;  available projections, with related  assumptions  upon which theyare based;  an  explanation of proprietary products and  services;  evidence ofexisting  patents,  trademarks,  or service marks,  or  rights  thereto;present  and  proposed  forms of  compensation  to management;   a  descriptionof  transactions  between  such  company  and  its affiliates  during  relevantperiods;  a  description  of present and  required facilities; an analysis ofrisks and competitive conditions; a financial plan of operation and estimatedcapital requirements;  audited financial statements,  or if  they  are notavailable,  unaudited  financial  statements,  together  with reasonableassurances  that audited  financial  statements  would be able to be producedwithin a  reasonable  period of time not to  exceed 75 days  followingcompletion of a business combination; and other information deemedrelevant.

**CAUTIONARY STATEMENT**

	This  Form  10-KSB,   press  releases  and  certaininformation  provided periodically  in writing or orally by the  Corporation'sofficers or its agents contain  statements  which  constitute  forward-lookingstatements  within  the meaning of Section 27A of the Securities  Act, asamended and Section 21E of the Securities Exchange Act of 1934. The wordsexpect,  anticipate,  believe,  goal, plan,  intend,  estimate and similarexpressions and variations thereof if used are  intended  to  specificallyidentify  forward-looking   statements.   Those statements appear in a number ofplaces in this Form 10-KSB and in other places, particularly,  Management'sDiscussion and Analysis of Financial  Condition and Results of Operations,  andinclude statements  regarding the intent,  belief or current  expectations  ofthe  Corporation,  its  directors or its officers with respect to, among otherthings:  (i) the  Corporation's  liquidity  and capital resources;  (ii) itsfinancing  opportunities  and plans  and (iii) its  future performance  andoperating  results.  Investors and  prospective  investors are cautioned thatany such forward-looking  statements are not guarantees of future performanceand involve risks and  uncertainties,  and that actual  results may differmaterially from those projected in the  forward-looking  statements as a resultof  various  factors.  The  factors  that might  cause  such  differencesinclude,  among  others:  (i)  any  material  inability  of the  Corporation  tosuccessfully  identify,  consummate  and  integrate the  acquisition  of financereceivables at reasonable and anticipated  costs, (ii) any material inability ofthe Corporation to successfully  develop its products;  (iii) any adverse effector limitations  caused by governmental  regulations;  (iv) any adverse effect onthe Corporation's  continued positive cash flow and ability to obtain acceptablefinancing in connection with its growth plans; (v) any increased  competition inbusiness;  (vi) any inability of the  Corporation  to  successfully  conduct itsbusiness in new markets; and (vii) other risks including those identified in theCorporation's filings with the SEC. The Corporation  undertakes no obligation topublicly  update or revise  the  forward  looking  statements  made in this Form10-KSB, to reflect events or circumstances after the date of this Form 10-KSB orto reflect the occurrence of unanticipated events.

10

**ITEM 7 – FINANCIAL STATEMENTS**

**AGUAY CORPORATION**(A Development StageEnterprise)

**TABLE OF CONTENTS**

|                                                       | PAGE |
|-------------------------------------------------------|------|
| INDEPENDENT AUDITORS’ REPORT                    | F-2  |
| FINANCIAL STATEMENTS:                                 |      |
|    Balance Sheet                       | F-3  |
|    Statements of Operations            | F-4  |
|    Statements of Stockholder's Deficit | F-5  |
|    Statements of Cash Flows            | F-6  |
|    Notes to Financial Statements       | F-7  |

**F-1**

11

[Letterhead of Kingery, Crouse & Hohl, P.A.]

#### 

#### *INDEPENDENT AUDITORS’ REPORT*

*To the Board of Directors of Aguay Corporation:*

*We have audited the accompanying balance sheet of Aguay Corporation (the“Company”), a development stage enterprise, as of December 31, 2001,and the related statements of operations, stockholder's deficit, and cash flowsfor the years ended December 31, 2001 and 2000 and for the period November 8,1999 (date of incorporation) to December 31, 2001.  These financial statementsare the responsibility of the Company’s management.  Our responsibility isto express an opinion on these financial statements based on our audits.*

*We conducted our audits in accordance with auditing standards generallyaccepted in the United States of America.  Those standards require that we planand perform the audits to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  An audit includesexamining on a test basis, evidence supporting the amounts and the disclosuresin the financial statements.  An audit also includes assessing the accountingprinciples used and the significant estimates made by management, as well as theoverall financial statement presentation.  We believe our audits provide areasonable basis for our opinion.*

*In our opinion, the financial statements referred to above present fairly,in all material respects, the financial position of the Company as of December31, 2001, and the results of its operations and its cash flows for the yearsended December 31, 2000 and 2001 and for the period November 8, 1999 (date ofincorporation) to December 31, 2001 in conformity with accounting principlesgenerally accepted in the United States of America.*

*Kingery, Crouse & Hohl, P.A.*

*January 19, 2002*

*Tampa, FL*

**F-2**

12

Aguay Corporation(A Development Stage Enterprise)

BALANCE SHEET AS OF DECEMBER 31, 2001

| ASSETS                                                                                                                          |
|---------------------------------------------------------------------------------------------------------------------------------|
| CURRENT ASSETS-                                                                                                                 |  |
|    Cash and cash equivalents                                                                                     | $    500  |
|                                                                                                                                 |  |
| TOTAL                                                                                                                           | $    500  |
|                                                                                                                                 |  |
|                                                                                                                                 |  |
|                                                                                                                                 |  |
| LIABILITIES AND STOCKHOLDER'S DEFICIT                                                                                           |
| CURRENT LIABILITIES - accrued liabilities                                                                                       | $      500 |
|                                                                                                                                 |  |
| STOCKHOLDER'S DEFICIT:                                                                                                          |  |
|    Preferred stock - $0.0001 par value; authorized 5,000,000common shares; zero shares issued and outstanding    |                        - |
|    Common stock - $0.0001 par value; authorized 20,000,000common shares; 5,000,000 shares issued and outstanding |      

      500  |
| Additional paid-in capital                                                                                                      | 6,866 |
|    Deficit accumulated during the development stage                                                              | (7,366) |
|           TotalStockholder's Deficit                                          | - |
|                                                                                                                                 |  |
| TOTAL                                                                                                                           | $    500  |

See notes to financial statements. 

**F-3**

13

Aguay Corporation (A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

|                                                    | For the Year Ended December 31, 2001 |  | For the 

Year Ended

December 31,

2000 |  | For the Period November 8, 1999 (date of incorporation) toDecember 31, 2001 |
|----------------------------------------------------|-------------------------------------------|--|------------------------------------------|--|-----------------------------------------------------------------------------|
|                                                    |                                           |  |                                          |  |                                                                             |
| EXPENSES:                                          |                                           |  |                                          |  |                                                                             |
| Professional and consulting                        | $                 990                     |  | $            2,819                       |  | $              7,067                                                        |
|    Organization costs               | -                                         |  | -                                        |  | 299                                                                         |
|                                                    |                                           |  |                                          |  |                                                                             |
|       Total Expenses | 990                                       |  | 2,819                                    |  | 7,366                                                                       |
|                                                    |                                           |  |                                          |  |                                                                             |
| NET LOSS                                           | $              (990)                      |  | $          (2,819)                       |  | $           (7,366)                                                         |
|                                                    |                                           |  |                                          |  |                                                                             |
| Net Loss Per  Share-                               |                                           |  |                                          |  |                                                                             |
| Basic and Diluted                                  | $               (.00)                     |  | $             (.00)                      |  | $             (.00)                                                         |
|                                                    |                                           |  |                                          |  |                                                                             |
| Weighted Average Shares outstanding                | 5,000,000                                 |  | 5,000,000                                |  | 5,000,000                                                                   |

See notes to financial statements. 

**F-4**

14

Aguay Corporation(A Development Stage Enterprise)

STATEMENTS OF STOCKHOLDER'S DEFICITFOR THE YEARS ENDEDDECEMBER 31, 2001 AND 2000

|                                                 |  |           |              |              |  |                    |  |                                            |  |                   |
|-------------------------------------------------|--|-----------|--------------|--------------|--|--------------------|--|--------------------------------------------|--|-------------------|
|                                                 |  |           | Common Stock |              |  | Additional Paid-In |  | Deficit Accumulated During the Development |  |                   |
|                                                 |  | Shares    |              | Amount       |  | Capital            |  | Stage                                      |  | Total             |
| Balances, December 31, 1999                     |  | 5,000,000 |              | $      500   |  | $    2,057         |  | $         (3,557)                          |  | $    (1,000)      |
|                                                 |  |           |              |              |  |                    |  |                                            |  |                   |
| Capital contribution                            |  |           |              |              |  | 3,319              |  |                                            |  | 3,319             |
|                                                 |  |           |              |              |  |                    |  |                                            |  |                   |
| Net loss the year ended December 31, 2000       |  |           |              |              |  |                    |  | (2,819)                                    |  | (2,819)           |
|                                                 |  |           |              |              |  |                    |  |                                            |  |                   |
| Balances, December 31, 2000                     |  | 5,000,000 |              | 500          |  | 5,376              |  | (6,376)                                    |  | (500)             |
|                                                 |  |           |              |              |  |                    |  |                                            |  |                   |
| Capital contribution                            |  |           |              |              |  | 1,490              |  |                                            |  | 1,490             |
|                                                 |  |           |              |              |  |                    |  |                                            |  |                   |
| Net loss for the year ended December   31, 2001 |  |           |              |              |  |                    |  | (990)                                      |  | (990)             |
|                                                 |  |           |              |              |  |                    |  |                                            |  |                   |
| Balances, December 31, 2001                     |  | 5,000,000 |              | $        500 |  | $      6,866       |  | $        (7,366)                           |  | $               - |
|                                                 |  |           |              |              |  |                    |  |                                            |  |                   |

   See notes to financial statements.

**F-5**

15

Aguay Corporation(A Development Stage Enterprise) 

STATEMENTS OF CASH FLOWS

|                                                                                                                                                |  | For the Year Ended December 31, 2001 |  | For the Year

Ended

December

          2000 |  | For the period November 8, 1999 (date  of  incorporation) toDecember 31, 2001 |
|------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------|--|-----------------------------------------------|--|-------------------------------------------------------------------------------|
| Cash Flows From Operating Activities:                                                                                                          |  |                                      |  |                                               |  |                                                                               |
|    Net loss                                                                                                                     |  | $              (990)                 |  | $           (2,819)                           |  | $              (7,366)                                                        |
|    Adjustment to reconcile net loss to net cash used by

     operating activities - (decrease) increase in accrued liabilities |  | (500)                                |  | (500)                                         |  | 500                                                                           |
|                                                                                                                                                |  |                                      |  |                                               |  |                                                                               |
| Net Cash Used by Operating Activities                                                                                                          |  | (1,490)                              |  | (3,319)                                       |  | (6,866)                                                                       |
|                                                                                                                                                |  |                                      |  |                                               |  |                                                                               |
| Cash Flows From Financing Activities:                                                                                                          |  |                                      |  |                                               |  |                                                                               |
|    Issuance of common stock                                                                                                     |  | -                                    |  | -                                             |  | 500                                                                           |
|    Capital contribution                                                                                                         |  | 1,490                                |  | 3,319                                         |  | 6,866                                                                         |
| Net Cash Provided by Financing Activities                                                                                                      |  | 1,490                                |  | 3,319                                         |  | 7,366                                                                         |
|                                                                                                                                                |  |                                      |  |                                               |  |                                                                               |
| Net Increase In Cash and Cash Equivalents                                                                                                      |  | -                                    |  | -                                             |  | 500                                                                           |
|                                                                                                                                                |  |                                      |  |                                               |  |                                                                               |
| Cash and Cash Equivalents at Beginning of Period                                                                                               |  | 500                                  |  | 500                                           |  | -                                                                             |
|                                                                                                                                                |  |                                      |  |                                               |  |                                                                               |
| Cash and Cash Equivalents at End of Period                                                                                                     |  | $                500                 |  | $                500                          |  | $                   500                                                       |
|                                                                                                                                                |  |                                      |  |                                               |  |                                                                               |
|                                                                                                                                                |  |                                      |  |                                               |  |                                                                               |
| Supplemental disclosure of cash flow information:                                                                                              |  |                                      |  |                                               |  |                                                                               |
|                                                                                                                                                |  |                                      |  |                                               |  |                                                                               |
| Cash Paid For:                                                                                                                                 |  |                                      |  |                                               |  |                                                                               |
|    Interest                                                                                                                     |  | $                    0               |  | $                    0                        |  | $                    0                                                        |
|    Income Taxes                                                                                                                 |  | $                    0               |  | $                    0                        |  | $                    0                                                        |

See notes to financial statements.

**F-6**

16

Aguay Corporation(A Development Stage Enterprise)

**NOTES TO FINANCIAL STATEMENTS**

**NOTE A - FORMATION AND OPERATIONS OF THE COMPANY**

Aguay Corporation  ("we",  "us",  "our") was incorporated under the laws ofthe state of Delaware on November 8, 1999.  We are considered to be in thedevelopment stage, as defined in Financial Accounting Standards Board StatementNo. 7, and intend to effect a merger, exchange of capital stock, assetacquisition or other business combination with a domestic or foreign privatebusiness.  Our planned principal operations have not commenced; therefore mostof our accounting policies and procedures have not yet been established.

USE OF ESTIMATES 

The preparation of financial statements in accordance with accountingprinciples generally accepted in the United States of America requires us tomake estimates and assumptions that affect the reported amounts of assets andliabilities and the disclosure of contingent  assets and  liabilities at thedate of the financial  statements.  The reported amounts of revenues andexpenses during the reporting period may be affected by the estimates we arerequired to make.  Actual results could differ from our estimates. 

**NOTE B - RELATED PARTY TRANSACTIONS**

No value has been ascribed to services provided by our president in theaccompanying statements of operations, as the value of these services was notsignificant during the period November 8, 1999  (date of incorporation) toDecember 31, 2001.  Our president has agreed to continue providing the followingservices to us at no cost until a business combination is effected:

1.	Preparation and filings of required documents with the Securities andExchange Commission. 

2.	Location and review of potential target companies. 

In addition, our shareholder has funded, and has agreed to continue fundingall of our expenses until such time as a merger, asset acquisition or otherbusiness combination transaction is effected.  None of these funds expended onour behalf will be reimbursable to our shareholder; accordingly payment of theseamounts have been, and will continue to be, reflected in our financialstatements as contributed capital. 

**NOTE C - INCOME TAXES**

During the years ended December 31, 2001 and 2000 and for the period November8 , 1999 (date of incorporation) to December 31, 2001, we recognized losses forboth financial and tax reporting purposes. Accordingly, no provision for incometaxes and deferred income taxes payable have been recorded in the accompanyingfinancial statements. 

At December 31, 2001, we had a net operating loss carryforward ofapproximately $7,400 for income tax purposes.  Carryforwards are available tooffset future taxable income through the year ended December 31, 2021. Thedeferred income tax asset arising from this net operating loss carryforward isnot recorded in the accompanying balance sheet because we established avaluation allowance to fully reserve such asset as its realization did not meetthe required asset recognition standard established by SFAS 109. 

**NOTE D - NET LOSS PER SHARE**

We compute net loss per share in accordance with SFAS No. 128  "Earnings perShare"  ("SFAS No.  128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98").Under the provisions of SFAS No. 128 and SAB 98, basic net loss per share iscomputed by dividing the net loss available to common stockholders for theperiod(s) by the weighted average number of common shares outstanding duringsuch period(s).  Diluted net loss per share is computed by dividing the net lossfor the period(s) by the number of common and common equivalent sharesoutstanding during such period(s).  There were no common equivalent sharesoutstanding as of December 31, 2001 or 2000; accordingly basic and diluted netloss per share are identical for each of the periods in the accompanyingstatements of operations.

###### **F-7**

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**ITEM 8 - CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND****FINANCIAL DISCLOSURES**

****NONE

**ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS ANDCONTROL PERSONS.**

	The Company has one Director and Officer as follows:

| **Name**        | **Age** | **Positions and Offices Held** |
|-----------------|---------|--------------------------------|
| Alfred Arberman | 56      | President, Secretary, Director |

	There are no agreements or understandings for theofficer or director to resign at the request of another person and theabove-named officer and director is not acting on behalf of nor will act at thedirection of any other person. 

	Set forth below is the name of our director andofficer, all positions and offices held, the period during which he has servedas such, and the business experience during at least the last five years:

	Alfred Arberman has served as President, ChiefExecutive Officer and a member of our board of directors since November 8, 1999.From July 1999 until October 1999, Mr. Arberman served as production manager ofRichlace Inc., a textile manufacturing firm. From August 1998 until July 1999,Mr. Arberman was an independent textile manufacturing consultant.  From July1974 until August 1998, Mr. Arberman served as the Vice President ofManufacturing of Westchester Lace, Inc., a textile manufacturing firm.

**PREVIOUS BLANK CHECK COMPANIES**

	Management has not been involved in any previous blankcheck offerings. 

**CURRENT BLANK CHECK COMPANIES**

	Alfred Arberman, our President, is currently involvedwith other blank check companies, and is involved in creating additionalcompanies similar to this one. The initial business purpose of each of thesecompanies was or is to engage in a business combination with an unidentifiedcompany or companies and each were or will be classified as a blank checkcompany until completion of a business combination. 

	Target companies will be located for us and otheridentical blank check companies in chronological order of the date of formationof such blank check companies or, in the case of blank check companies formed onthe same date, alphabetically.  However, certain blank check companies maydiffer from us in certain items such as place of incorporation, number of sharesand shareholders, working capital, types of authorized securities, preference ofa certain blank check company name by management of the target company, or otheritems. It may be that a target company may be more suitable for or may prefer acertain blank check company formed after us. In such case, a businesscombination might be negotiated on behalf of the more suitable or preferredblank check company regardless of date of formation. 

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	Mr. Arberman is the President, sole director and abeneficial shareholder of Renjo Corporation, Arber Holdings, Aguay Corporation,and Entina Corporation.  Each of these companies has filed a registrationstatement on Form 10-SB under the Exchange Act, which became effective January15, 2000.  The initial business purpose of each of these companies is to engagein a merger or acquisition with an unidentified company or companies and eachwill be classified as a blank check company until completion of a businessacquisition. 

**RECENT TRANSACTIONS BY BLANK CHECK COMPANIES**

	None. 

**CONFLICTS OF INTEREST**

	Alfred Arberman, our sole officer and director, hasorganized and expects to organize other companies of a similar nature and with asimilar purpose as us.  Consequently, there are potential inherent conflicts ofinterest in acting as an officer and director of the Company. In addition,insofar as Mr. Arberman is engaged in other business activities, he may devoteonly a portion of his time to our affairs. 

	A conflict may arise in the event that another blankcheck company with which Mr. Arberman is affiliated also actively seeks a targetcompany.  It is anticipated that target companies will be located for us andother blank check companies in chronological order of the date of formation ofsuch blank check companies or, in the case of blank check companies formed onthe same date, alphabetically.  However, other blank check companies may differfrom us in certain items such as place of incorporation, number of shares andshareholders, 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 certainblank check company formed after us.  In such case, a business combination mightbe negotiated on behalf of the more suitable or preferred blank check companyregardless of date of formation. 

	Mr. Arberman intends to devote as much time to ouractivities as required. However, should such a conflict arise, there is noassurance that Mr. Arberman would not attend to other matters prior to those ofthe Company.  Mr. Arberman estimates that our business plan can be implementedin theory by devoting approximately 10 to 25 hours per month over the course ofseveral months but such figure cannot be stated with precision. 

	Mr. Arberman is the President, Director and controllingshareholder of Joren, LLC, a Delaware LLC, which owns 5,000,000 shares of theCompany's common stock.  At the time of a business combination, some or all ofthe shares of common stock owned by Joren LLC.,  may be  purchased  by thetarget  company or retired by the Company. The amount of common stock sold orcontinued to be owned by Joren, LLC cannot be determined at this time.

	The terms of business combination may include suchterms as Mr. Arberman remaining a director or officer of the Company.  The termsof a business combination may provide for a payment by cash or otherwise toJoren, LLC for the purchase or retirement of all or part of its common stock ofthe Company by a target company or for services rendered incident to orfollowing a business combination.  Mr. Arberman would directly benefit from suchemployment or payment.  Such benefits may influence Mr. Arberman's choice of atarget company. However, Mr. Arberman's beneficial and economic interest in allblank check companies with which he is currently involved is identical.

	We will not enter into a business combination, oracquire any assets of any kind for our securities, in which our management,affiliates or associates have any interest, direct or indirect. 

19

	There are no binding guidelines or procedures forresolving potential conflicts of interest. Failure by management to resolveconflicts of interest in favor of the Company could result in liability ofmanagement to the Company. 

**INVESTMENT COMPANY ACT OF 1940**

	Although we will be subject to regulation under theSecurities Act of 1933 and the Securities Exchange Act of 1934, managementbelieves we will not be subject to regulation under the Investment Company Actof 1940 insofar as we will not be engaged in the business of investing ortrading in securities.  In the event we engage in business combinations, whichresult in our holding passive investment interests in a number of entities wecould be subject to regulation under the Investment Company Act of 1940. In suchevent, we would be required to register as an investment company and could beexpected to incur significant registration and compliance costs. We haveobtained no formal determination from the Securities and Exchange Commission asto our status under the Investment Company Act of 1940.  Any violation of suchAct would subject us to material adverse consequences. 

**ITEM 10 - EXECUTIVE COMPENSATION.**

	Our officer and director does not receive anycompensation for his services rendered to us, has not received such compensationin the past, and is not accruing any compensation pursuant to any agreement withus. However, our officer and director anticipates receiving benefits as abeneficial shareholder of the Company, as the officer and director andcontrolling shareholder of Aguay Corporation.  See "ITEM 9. Directors, ExecutiveOfficers, Promoters And Control Persons - Conflicts of Interest". 

	No  retirement,  pension,  profit  sharing,  stockoption or  insurance programs or other  similar  programs  have been adopted byus for the benefit of our employees. 

**ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT.**

	The  following  table  sets  forth  each  person  knownby us  to be  the beneficial  owner of five  percent or more of our CommonStock,  all  directors individually and all directors and officers of theCompany as a group. Except as noted,  each person has sole  voting andinvestment  power with  respect to the shares shown. 

| **Name and Address of Beneficial Owner**                    | **Amount of Beneficial Ownership** | **Percentage of Class** |
|-------------------------------------------------------------|------------------------------------|-------------------------|
| Joren, LLC. (1)1490 BlueJay CircleWeston, Florida 33327     | 5,000,000                          | 100%                    |
| Alfred Arberman (2)1490Blue Jay CircleWeston, Florida 33327 | 5,000,000                          | 100%                    |
| All Executive Officers andDirectors as a Group(1 Person)    | 5,000,000                          | 100%                    |

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(1) Mr. Arberman is the controlling shareholder and soledirector and officer of Joren, LLC.  Joren, LLC has agreed to provide certainassistance to us in locating potential  target  companies,  and to pay  all ofour  costs  until  a  business combination,  without  reimbursement.  See "PLANOF OPERATIONS  General Business Plan". 

(2) As the controlling shareholder, sole director andofficer of Joren, LLC, Mr. Arberman is deemed to be the beneficial owner of thecommon stock of the Company owned by Joren, LLC. 

**ITEM 12 - CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS.**

	We have  issued  a total  of  5,000,000  shares  ofCommon  Stock  to the following persons for a total of $500 in cash: 

| **Name**    | **Number of Total Shares** | **Consideration** |
|-------------|----------------------------|-------------------|
| Joren, LLC. | 5,000,000                  | $500              |

	Mr. Arberman is the sole director, controllingshareholder and president of Joren, LLC.  With respect to the sales made toJoren, LLC, we relied upon Section 4(2) of the Securities Act of 1933, asamended (the  "Securities  Act") and Rule 506 promulgated thereunder.

**ITEM 13-EXHIBITS, FINANCIAL STATEMENT SCHEDULES ANDREPORTS ON****FORMS 8-K**

Exhibits - None.Financial Statement Schedules - None.Reports on Form 8-K - None. 

**SIGNATURES**

	In accordance with Section 13 or 15(d) of the ExchangeAct, the Registrant caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. 

AGUAY CORPORATION 

By: /s/ Alfred ArbermanChief Executive OfficerDated: January 25, 2002

	In accordance with Exchange Act, this report has beensigned below by the following persons on behalf of the Registrant and in thecapacities and on the dated indicated. 

| **SIGNATURE**       | **TITLE**                          | **DATE**         |
|---------------------|------------------------------------|------------------|
| /s/ Alfred Arberman | Director, Chief Accounting Officer | January 25, 2002 |

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