SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                            FORM 10-QSB
                             (Mark One)

  [X]                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                                 OF THE SECURITIES EXCHANGE ACT OF
  1934

        For the period from April 1, 2002, to June 30, 2002
  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 0-31245

                    KAW ACQUISITION CORPORATION
       (Exact name of registrant as specified in its charter)

                Nevada                      91-2048013
        (State or other jurisdiction of     (I.R.S. Employer
        incorporation or organization)      Identification No.)


                    963 Valley View Drive
                          Meadowbrook PA 19046-1317
             (Address of principal executive offices (zip code))


                         918-336-1773
     (Registrant's telephone number, including area code)

     (Former Name, Former Address and Former Fiscal Year,
                if Changed Since Last Report)

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

        Securities registered pursuant to Section 12(g) of
        the Exchange Act: Common Stock:
        $0.001 Per Share

        Check whether the issuer: (1) has filed all reports
        required to be filed by Section 13 or 15(d) of the
        Securities Exchange Act of 1934 during the preceding
        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            No     X


        State the number of shares outstanding of each of
        the issuer's class of common equity, as of March 27,
        2003:     500,000 shares.

        Transitional Small Business Disclosure Format:

                       Yes            No     X



                                    PART I

        Kaw Acquisition Corporation is in the process of
        filing all of its periodic reports since its
        inception with the Securities and Exchange
        Commission.  The periodic filings initially filed
        erroneously stated that the Company's fiscal year
        end was April 30 when, in fact, it has always been
        December 31 and as such, the quarterly reports also
        contained incorrect information.


        ITEM 1. FINANCIAL STATEMENTS

                 KAW ACQUISITION CORPORATION
                (A Development Stage Company)
                  BALANCE SHEET (Unaudited)
                        JUNE 30, 2002

                            ASSETS

               Current Assets
               Cash







                                                                    $




                                                                    439

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


               Total Current Assets
                                                    $       439

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

             LIABILITIES AND STOCKHOLDER'S EQUITY

        Liabilities
                                                            $








        Stockholder's Equity
                Common stock $.001 par value; 100 million
        shares
                   authorized; 500,000 issued and
        outstanding
                Deficit accumulated during the development
        stage

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

        $       439

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


                                      $      439

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


              See notes to financial statements



                 KAW ACQUISITION CORPORATION
                (A Development Stage Company)
             Statements of Operations (Unaudited)




                                               From
                                           Three Months       Three Months
                                            May 3, 2000
                                               Ended              Ended
                                            (Inception)
                                              June 30           March 31
                                           to September
                                          2002     2001       2002
                                          2001   30, 2001
                                         ------   ------     ------
                                         ------ ----------

        Income
        Other income (net)                $  --    $  --      $  --
                                          $  --   $
                                                             ------
                                         ------ ----------
        Expenses
        General and administrative        $  --    $ 18       $  --
                                          $ 35        61
                                                             ------
                                         ------ ----------

        Net Loss                          $  --   $ (18)      $  --
                                          $(35)    $(61)
                                                             ------
                                         ------ ----------

        Earnings per share
           Net loss per common share      $   0               $   0

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


        Weighted average of common
           shares outstanding                                500,000

                                                           ----------




              See notes to financial statements



                 KAW ACQUISITION CORPORATION
                (A Development Stage Company)
        Statements of Changes in Stockholder's Equity
                        (Unaudited)
        From May 3, 2000 (Inception) to June 30, 2002




                                                        Deficit

                                                   Accumulated


        through the

        Common Stock        Paid in    Development
                                   Shares      Amount      Capital
                                    Stage       Total
                                 ----------  ----------  ----------
                                 ----------  ----------

        Initial stock issuance,
        on June 29, 2000           500,000     $   500     $   --
                                   $   --      $   500

        Net loss, December
        31, 2000
                                      (26)        (26)
                                 ----------  ----------  ----------
                                 ----------  ----------

        Balance June 30, 2002      500,000     $   500      $
                                   $   --      $   474

        Net loss, December               --          --
         --                           (35)        (35)
        31, 2001                 ----------  ----------  ----------
                                 ----------  ----------

        Balance December
        31, 2001                   500,000     $   500      $
                                   $ (61)      $   439
                                 ----------  ----------  ----------
                                 ----------  ----------

        Balance June 30
        2002                       500,000     $   500     $   --
                                      (61)     $   439
                                 ----------  ----------  ----------
                                 ----------  ----------



                      See notes to financial statements



                 KAW ACQUISITION CORPORATION
                (A Development Stage Company)
             Statements of Cash Flows (Unaudited)



               From May 3, 2000

                                  Six Months
             (Inception) to

                               Ended June 30,
                  June 30,
                                                   2002                2001
                                                   2002
                                                ----------          ----------
                                                ----------

        Cash flows from operating activities
           Net loss                                $  --              $ (35)
                                                  $ (61)
                                                ----------          ----------
                                                ----------

           Adjustments to reconcile net loss
           to net cash used in operating
           activities:

           Net cash used in operating activities   $  --              $ (35)
                                                  $ (61)
                                                ----------          ----------
                                                ----------

        Cash flows from financing activities:
           Net proceeds from issuance of
           common stock
                                                     500
                                                ----------          ----------
                                                ----------

        Net cash provided by financing
           activities
                                                     500
                                                ----------          ----------
                                                ----------

        Net increase (decrease) in cash                                  (35)
                                                     439

        Cash, beginning of period                  $ 439                 474

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

        Cash, end of period                        $ 439               $ 439
                                                   $ 439
                                                ----------          ----------
                                                ----------



                      See notes to financial statements



                         KAW ACQUISITION CORPORATION
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                        Six Months Ended June 30, 2002


        NOTE 1            UNAUDITED FINANCIAL STATEMENTS

        The accompanying unaudited financial statements have
        been prepared in accordance with the instructions to
        Form 10-QSB and, therefore, omit or condense certain
        footnotes and other information normally included in
        financial statements prepared in accordance with
        generally accepted accounting principles.  It is
        suggested that these condensed financial statements
        should be read in conjunction with the Company's
        financial statements and notes thereto included in
        the Company's audited financial statements on Form
        10-KSB for the fiscal year ended December 31, 2001.

        The accounting policies followed for interim
        financial reporting are the same as those disclosed
        in Note 1 of the Notes to Financial Statements
        included in the Company's audited financial
        statements on Form 10-KSB for the fiscal year ended
        December 31, 2001.

        In the opinion of management, the unaudited
        financial statements include all necessary
        adjustments (consisting of normal, recurring
        accruals) for a fair presentation of the financial
        position, results of operations and cash flow for
        the interim periods presented.  Preparing financial
        statements requires management to make estimates and
        assumptions that affect the reported amounts of
        assets, liabilities, revenues and expenses.  Actual
        results may differ from these estimates.  Interim
        results are not necessarily indicative of results
        for a full year.  The results of operations for the
        six-month period ended June 30, 2002, are not
        necessarily indicative of operating results to be
        expected for a full year.

        NOTE 2            SUMMARY OF SIGNIFICANT ACCOUNTING
                          PRINCIPLES

        Stock Options

        The Company elected to account for stock options
        issued to employees in accordance with Accounting
        Principles Board Opinion No. 25 (APB Opinion No. 25)
        Accounting For Stock Issued to Employees and related
        interpretations, which established financial
        accounting and reporting for compensation cost of
        stock issued to employees through non-variable
        plans, variable plans, and non-compensatory plans,
        and accounts for stock options and warrants issued
        to non-employees in accordance with SFAS 123,
        Accounting for Stock-Based Compensation, which
        established a fair value method of accounting for
        stock compensation plans with employees and others.

        Accounting Pronouncements

        In June, 2001, the Financial Accounting Standards
        Board issued Statement of Accounting Standards No.
        141, Business Combinations (SFAS No. 141), which
        establishes financial accounting and reporting for
        business combinations and establishes financial
        accounting and reporting for business combinations
        and supersedes APB Opinion No. 16, Business
        Combinations, and FASB Statement No. 38 Accounting
        for Preacquisition Contingencies of Purchased
        Enterprises.  All business combinations in the scope
        of this statement are to be accounted for using the
        Purchase Method.  SFAS No. 141 is applicable for
        fiscal years beginning after June 30, 2001.

        Accounting Standards No. 142 Goodwill and Other
        Intangible Assets (SFAS No. 142) addresses financial
        accounting and reporting for acquired goodwill and
        other intangible assets and supersedes APB Opinion
        No. 17.  This statement addresses how goodwill and
        intangible assets other than those acquired in a
        business combination should be accounted for after
        they have been initially recognized on the financial
        statements.  SFAS No. 142 is applicable for fiscal
        years beginning after December 15, 2001.

        Statement No. 144 Accounting for the Impairment or
        Disposal of Long-Lived Assets supersedes Statement
        No. 121 Accounting for the Impairment of Long-Lived
        Assets and for Long-Lived Assets to be Disposed of
        ("SFAS 121").  Though it retains the basic
        requirements of SFAS 121 regarding when and how to
        measure an impairment loss, SFAS 144 provides
        additional implementation guidance.  SFAS 144
        excludes goodwill and intangibles not being
        amortized among other exclusions.  SFAS 144 also
        supersedes the provisions of APB 30, Reporting the
        Results of Operations pertaining to discontinued
        operations.  Separate reporting of a discontinued
        operation is still required, but SFAS 144 expands
        the presentation to include a component of an
        entity, rather than strictly a business segment as
        defined in SFAS 131, Disclosures about Segments of
        an Enterprise and Related Information.

        SFAS 144 also eliminates the current exemption to
        consolidation when control over a subsidiary is
        likely to be temporary.  This statement is effective
        for all fiscal years beginning after December 15,
        2001.  The Company believes that the future
        implementation of SFAS 144 will not have a material
        effect on the Company's financial position, results
        of operations or liquidity.

        Concentration of Risk

        There were no cash balances at March 31, 2002, that
        exceed federal insurance limits.

        Basic Earnings (Loss) per Share

        Basic earnings (loss) per share for each year is
        computed by dividing income (loss) for the year by
        the weighted average number of common shares
        outstanding during the year.  Diluted earnings
        (loss) per share include the effects of common stock
        equivalents to the extent they are dilutive.

        Basic weighted average number of shares outstanding
        at June 30, 2002, is as follows:

            Basic weighted average number of shares
            outstanding            500,000

        NOTE 3                STOCKHOLDER'S EQUITY

        Common Stock

        The Company is authorized to issue 100,000,000
        shares of common stock at $0.001 par value.  On June
        29, 2000, the Company issued 500,000 shares of
        common stock for an aggregate consideration of $500.

        NOTE 4                GOING CONCERN UNCERTAINTY

        These financial statements are presented assuming
        the Company will continue as a going concern.  The
        Company has no operating history, no established
        source of revenue or earnings from operations, as
        well as an accumulated deficit.  This raises
        substantial doubt about the Company's ability to
        continue as a going concern.  Management's plan in
        regard to these matters includes active pursuit of
        suitable business opportunities with which to
        negotiate business combinations on terms favorable
        to the Company.

        NOTE 5                SUBSEQUENT EVENTS

        Plan of Operation

        Kaw has entered into an agreement with Peter Goss,
        the sole shareholder of Kaw, to supervise the search
        for target companies as potential candidates for a
        business combination.  The agreement will continue
        until such time as Kaw has effected a business
        combination.  Peter Goss has agreed to pay all
        expenses of Kaw without repayment until such time as
        a business combination is effected.

        Mr. Goss may only locate potential target companies
        for Kaw and is not authorized to enter into any
        agreement with a potential target company binding
        Kaw.  Kaw's agreement with Mr. Goss is not exclusive
        and Mr. Goss has entered into agreements with other
        companies similar to Kaw on similar terms.  Mr. Goss
        may provide assistance to target companies incident
        to and following a business combination, and receive
        payment for such assistance from target companies.

        Mr. Goss owns 500,000 shares of Kaw's common stock
        for which he paid $500, or $0.001 par value per share.

        Mr. Goss has entered, and anticipates that he will
        enter, into agreements with other consultants to
        assist him in locating a target company and may
        share his stock in Kaw with or grant options on such
        stock to such referring consultants and may make
        payments to such consultants from his own resources.
         There is no minimum or maximum amount of stock,
        options, or cash that Mr. Goss may grant or pay to
        such consultants.  Mr. Goss is solely responsible
        for the costs and expenses of his activities in
        seeking a potential target company, including any
        agreements with consultants, and Kaw has no
        obligation to pay any costs incurred or negotiated
        by Mr. Goss.

        Mr. Goss may seek to locate a target company through
        solicitation.  Such solicitation may include
        newspaper or magazine advertisements, mailings and
        other distributions to law firms, accounting firms,
        investment bankers, financial advisors and similar
        persons, the use of one or more World Wide Web sites
        and similar methods.  If Mr. Goss engages in
        solicitation, no estimate can be made as to the
        number of persons who may be contacted or solicited.

        To date Mr. Goss has not utilized solicitation and
        expects to rely on consultants in the business and
        financial communities for referrals of potential
        target companies.


        Change in Registrant's Certifying Accountant.

        On January 17, 2003, Kaw Acquisition Corporation
        (the "Registrant") notified the accounting firm of
        Magee, Rausch & Shelton, LLP, of Tulsa, Oklahoma
        ("MRS") that MRS had been replaced as the
        Registrant's principal accountant.  MRS reported on
        and audited the financial statements prepared by the
        Registrant for the period since inception (May 3,
        2000) and ending July 15, 2000.

        On October 25, 2002, the Registrant engaged the
        accounting firm of James J. Taylor ("JJT") of New
        Braunfels, Texas, as its principal accountant to
        audit the financial statements prepared by the
        Registrant for the current fiscal year and for its
        past filings.  The decision to change accountants
        was recommended by the Company's Board of Directors
        and was based on the recommendation of Special
        Counsel to the Registrant to change as JJT would be
        more accessible in the State of Texas to potential
        merger candidates.

        The financial statements reviewed as of July 15,
        2000 and reported by MRS did not contain an adverse
        opinion or a disclaimer of opinion, nor were
        qualified or modified as to uncertainty, audit
        scope, or accounting principles.  Additionally,
        during he Registrant's two most recent fiscal years
        and any subsequent interim period preceding MRS'
        dismissal, there were no disagreements with the
        Registrant's former accountant on any matter of
        accounting principles or practices, financial
        statement disclosure, or auditing scope or
        procedures.  A copy of this disclosure has been
        provided to MRS.  A copy of MRS' letter addressed to
        the Securities and Exchange Commission stating
        whether it agrees with the statements made by the
        Registrant contained in this Item 4 is attached to
        this Report as an exhibit.

        Other Events

        The Board of Directors recommended to the Registrant
        shareholders, and on September 30, 2002, the
        shareholders of the Registrant approved, a
        Resolution to amend the Registrant's Articles of
        Incorporation to:

        - -                   create a Class A Common Stock
                              from the authorized capital
                              stock consisting of 12,000,000
                              shares with a par value of
                              $0.001 per share,

        - -                   create a Class B Common Stock
                              from the authorized capital
                              stock consisting of 88,000,000
                              shares with a par value of
                              $0.001 per share, and

        - -                   add a preferred stock class
                              for 20.0 million additional
                              authorized shares.


                                   PART II
                              OTHER INFORMATION

        ITEM 1                LEGAL PROCEEDINGS

        There are no legal proceedings against the Company
        and the Company is unaware of such proceedings
        contemplated against it.

        ITEM 2                CHANGES IN SECURITIES

        Not applicable.

        ITEM 3                DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

        ITEM 4                SUBMISSION OF MATTER TO A VOTE
                              OF SECURITY HOLDERS

        Not applicable.

        ITEM 5                OTHER INFORMATION

        Not applicable.

        ITEM 6                EXHIBITS AND REPORTS
                                   (a)         Exhibits


        EXHIBIT NUMBER             DESCRIPTION

           3.1                Articles of Incorporation (1)
           3.3                Bylaws (1)
           10.1               Agreement with Peter Goss (1)
           10.2               Shareholders Agreement (1)
           99.3               Certification by the Company's
                              Chief Executive Officer and
                              Chief Financial Officer.*

        (1)  filed as an Exhibit to the Company's Form
        10-SB, filed with the Securities and Exchange
              Commission on August 7, 2000
        *    filed with this Form 10-QSB

        There were no reports on Form 8-K filed by the
        Company during the quarter.


                          SIGNATURES

        Pursuant to the requirements 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.

                                    KAW ACQUISITION CORPORATION


                                    By: /s/ Peter R. Goss
                                        Peter R. Goss
                                        President

        Dated:   March 27, 2003



        EXHIBIT 99.3


                                CERTIFICATION

        I, Peter R. Goss, President, Chief Executive Officer
        and Acting Chief Financial Officer of Kaw
        Acquisition Corporation, certify that:

               1.        I have reviewed this quarterly
        report on Form 10-Q of Kaw Acquisition Corporation;

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

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

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

                a.       designed such disclosure controls
               and procedures to ensure that material
               information relating to the registrant,
               including its consolidated subsidiaries, is
               made known to me by others within those
               entities, particularly during the period in
               which this quarterly report is being prepared;

                b.       evaluated the effectiveness of the
               registrant's disclosure controls and
               procedures as of a date within 90 days prior
               to the filing date of this quarterly report
               (the "Evaluation Date"); and

                c.       presented in this quarterly report
               my conclusions about the effectiveness of the
               disclosure controls and procedures based on
               my evaluation as of the Evaluation Date;

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

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

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

               6.        I have indicated in this quarterly
        report whether or not there were significant changes
        in internal controls or in other factors that could
        significantly affect internal controls subsequent to
        the date of my most recent evaluation, including any
        corrective actions with regard to significant
        deficiencies and material weaknesses.



                          By:/s/ Peter R. Goss
                             Peter R. Goss
                             President, Chief Executive
                             Officer and Acting Chief Financial
                             Officer

        Dated:   March 27, 2003