UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                    For the Quarter Ended March 31, 2002

                                       or

             |   |      TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ____ to ____

                        Commission File Number 333-34144

                               VERTICALBUYER, INC.
        (Exact name of small business issuer as specified in its charter)

                         Delaware                    98-0216911
             --------------------------------        ----------
              (State or other jurisdiction of     (I.R.S. Employer
             incorporation or organization)     Identification No.)
             ------------------------------     -------------------

             c/o Gottbetter & Partners, LLP
             488 Madison Avenue, 12th Floor
                   New York, New York                   10022
                   ------------------                   -----
        (Address of principal executive offices)      (Zip Code)

                                 (212) 400-6900
                (Issuer's telephone number, including area code)
     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, and (2) has been subject to such filing requirements for the past 90
days.  Yes  |  |  No  | X |

     As  of  July 9,  2004,  there  were 17,391,667 shares of the registrant's
common  stock,  par  value  $0.001  issued  and  outstanding.


<PAGE>

<TABLE>
<CAPTION>

                                       VERTICALBUYER, INC.
                          MARCH 31, 2002 QUARTERLY REPORT ON FORM 10-QSB

                                         TABLE OF CONTENTS


                                                                                      Page Number
                                                                                      -----------
<S>                                                                                   <C>

Special Note Regarding Forward-Looking Statements. . . . . . . . . . . . . . . . . .            3

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .            4

Item 2.   Management's Discussion and Analysis or Plan of Operations . . . . . . . .            5

Item 3.   Control and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . .            5

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            6

Item 2.   Changes in Securities and Small Business Issuer Purchases of Equity
          Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            6

Item 3.   Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . . . .            6

Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . . . . . .            6

Item 5.   Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            6

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . .            6
</TABLE>


     References  in  this  report  to  "we", "us", "our" and similar terms means
VerticalBuyer,  Inc., a Delaware corporation, and its wholly owned subsidiaries.


                                        2
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          To  the extent that the information presented in this Quarterly Report
on  Form  10-QSB  for  the  quarter  ended  March  31,  2002 discusses financial
projections,  information  or  expectations  about  our  products or markets, or
otherwise  makes  statements  about  future  events,  such  statements  are
forward-looking.  We  are making these forward-looking statements in reliance on
the  safe  harbor  provisions of the Private Securities Litigation Reform Act of
1995.  Although  we  believe  that  the  expectations  reflected  in  these
forward-looking  statements  are  based  on  reasonable assumptions, there are a
number  of  risks  and  uncertainties  that could cause actual results to differ
materially  from  such forward-looking statements. These risks and uncertainties
are  described,  among  other  places in this Quarterly Report, in "Management's
Discussion  and  Analysis  or Plan of Operation.

          In addition, we disclaim any obligations to update any forward-looking
statements  to  reflect events or circumstances after the date of this Quarterly
Report.  When  considering  such  forward-looking statements, you should keep in
mind  the  risks  referenced  above  and the other cautionary statements in this
Quarterly  Report.


                                        3
<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM  1.     FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                                                                                          Page Number
                                                                                          ---------
<S>                                                                                       <C>

Consolidated Balance Sheet for period ended March 31, 2002 . . . . . . . . . . . . . . .  F-1

Consolidated Statements of Operations for the Three Months Ended March 31, 2002 and 2001  F-2

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2002 and 2001  F-3

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . .  F-4 - F-5
</TABLE>


                                        4
<PAGE>

<TABLE>
<CAPTION>

                          VERTICALBUYER, INC.
                          -------------------

                      CONSOLIDATED BALANCE SHEET
                      --------------------------

                             MARCH 31, 2002
                             --------------
                              (Unaudited)
                              -----------

<S>                                                      <C>
                                ASSETS
                              -----------

Current Assets:
  Cash                                                   $         -
                                                         ------------

                                                         $         -
                                                         ============


                 LIABILITIES AND STOCKHOLDERS' DEFICIT
                 -------------------------------------
Current liabilities:
  Accounts payable and accrued expenses . . . . . . . .  $   113,345
                                                         ------------
    Total current liabilities . . . . . . . . . . . . .      113,345
                                                         ------------

Stockholders' deficit:
  Common stock, $.001 par value; 50,000,000 authorized,
    17,391,667 issued and outstanding . . . . . . . . .       17,392
  Additional paid-in capital. . . . . . . . . . . . . .    2,008,670
  Accumulated deficit . . . . . . . . . . . . . . . . .   (2,139,407)
                                                         ------------

    Total stockholders' deficit . . . . . . . . . . . .     (113,345)
                                                         ------------

                                                         $         -
                                                         ============
</TABLE>
                 See notes to consolidated financial statements


                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                               VERTICALBUYER, INC.
                               -------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)
                                   -----------


                                      Three Months Ended March 31,
                                          2002          2001
                                       -----------  ------------
<S>                                    <C>          <C>
Revenues. . . . . . . . . . . . . . .  $         -  $         -

Cost of Sales . . . . . . . . . . . .            -            -
                                       -----------  ------------

  GROSS PROFIT. . . . . . . . . . . .            -            -
                                       -----------  ------------

Expenses:
  Selling, general and administrative            -       67,489
  Interest expense, net . . . . . . .            -       (2,734)
                                       -----------  ------------

  Total operating expenses. . . . . .            -       64,755
                                       -----------  ------------

Loss from continuing operations . . .            -      (64,755)
Loss from discontinued operations . .            -      (73,275)
                                       -----------  ------------

  NET LOSS. . . . . . . . . . . . . .  $         -  $  (138,030)
                                       ===========  ============


NET LOSS PER WEIGHTED AVERAGE
  SHARES OUTSTANDING -
  Basic and diluted
    Continued operations. . . . . . .  $         -  $     (0.00)
                                       ===========  ============
    Discontinued operations . . . . .  $         -  $     (0.01)
                                       ===========  ============

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING . . . . . . . . . . . .   17,033,334   17,033,334
                                       ===========  ============
</TABLE>
         See notes to consolidated financial statements


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                                VERTICALBUYER, INC.
                                -------------------

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                       -------------------------------------
                                    (Unaudited)
                                    -----------

                                                                 Three Months Ended
                                                                     March 31,
                                                                  2002      2001
                                                                  -----  ----------
<S>                                                               <C>    <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   -  $(138,030)
  Adjustments ro reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization. . . . . . . . . . . . . . . .      -     23,938
    Amortization of intangible assets. . . . . . . . . . . . . .      -      1,430
    Consulting fees paid with common stock . . . . . . . . . . .      -      6,000
    Changes in assets and liabilities:
      Accounts receivable. . . . . . . . . . . . . . . . . . . .      -     (9,655)
      Inventory. . . . . . . . . . . . . . . . . . . . . . . . .      -    (14,024)
      Prepaid expenses and other current assets. . . . . . . . .      -      7,079
      Security deposits. . . . . . . . . . . . . . . . . . . . .      -       (168)
      Accounts payable and accrued liabilities . . . . . . . . .      -    (71,689)
      Deferred revenue . . . . . . . . . . . . . . . . . . . . .      -       (574)
                                                                  -----  ----------

NET CASH USED IN CONTINUING OPERATING ACTIVITIES . . . . . . . .      -   (195,693)
NET CASH PROVIDED BY DISCONTINUED OPERATING ACTIVITIES . . . . .      -          -
                                                                  -----  ----------
NET CASH USED IN OPERATING ACTIVITIES. . . . . . . . . . . . . .      -   (195,693)
                                                                  -----  ----------

Effect of exchange rate differences on cash and cash equivalents      -    (29,954)
                                                                  -----  ----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . . . . . . .      -   (225,647)

CASH AND CASH EQUIVALENTS, beginning of period . . . . . . . . .      -    526,171
                                                                  -----  ----------

CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . .  $   -  $ 300,524
                                                                  =====  ==========
</TABLE>
            See notes to consolidated financial statements


                                      F-3
<PAGE>

                               VERTICALBUYER, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001

NOTE  1  -  BASIS  OF  PRESENTATION
-----------------------------------

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial  statements  and with the instructions to Form 10 - QSB and Article 10
of  Regulation  S-X.  Accordingly, they do not include all the information and
disclosures  required  for  annual  financial  statements.

In  the  opinion  of  the  Company's  management, all adjustments (consisting of
normal  recurring  accruals) necessary to present fairly the Company's financial
position  as  of  March  31,  2002  are  included.

The  results  of  operations for the three month period ended March 31, 2002 are
not  necessarily  indicative  of  the  results to be expected for the full year.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Vertical  Buyer,  (the  "Company")  a  Delaware corporation, was incorporated on
September  24,  1999 and on March 1, 2000 issued 14,250,000 shares of its common
stock  to  the  shareholders  of  Lightseek  Limited  in exchange for all of the
outstanding  common  stock of Lightseek Limited. On February 15, 2001, Lightseek
Limited  acquired  all  of  the  outstanding common stock of Litech Limited. The
acquisition  of  Litech  has  been accounted for under the purchase method, and,
accordingly,  Litech's  operations  have  been  included  in  the  Company's
consolidated  financial  statements  from  its date of acquisition. Lightseek is
principally  engaged  in  the  development of Internet sites designed to exploit
Business-to-Business  e-commerce  opportunities  within  the  global  commercial
electrical  and  lighting  markets.  Litech  is  a  specialist  designer  and
manufacturer  of  fiber  optic  lighting  applications  for  the  entertainment,
commercial  and  retail markets.  In September 2001 the Company discontinued the
operations  of  both  Lightseek  Limited  and  Litech  Limited.

Use  of  estimates
------------------

The  preparation  of  financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

Cash  and  cash  equivalents
----------------------------

The Company considers all highly liquid short-term investments, with a remaining
maturity  of  three  months  or  less  when  purchased,  to be cash equivalents.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial  statements  of  the  Company  include those of the
Company  and  of  each  of  its  subsidiaries  for  the  periods  in  which  the
subsidiaries  were  owned/held  by  the  Company.  All  significant intercompany
accounts  and  transactions  have  been  eliminated  in  the  preparation of the
consolidated  financial  statements.


                                      F-4
<PAGE>

Stock  Options
--------------

Statement  of Financial Accounting Standards No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure, an Amendment of FASB Statement No. 123,"
amends  the  disclosure  requirements  of  Statement  of  Financial  Accounting
Standards  No.  123,  "Accounting for Stock-Based Compensation" ("SFAS 123"), to
require  more  prominent  disclosures  in  both  annual  and  interim  financial
statements  regarding  the  method  of  accounting  for  stock-based  employee
compensation  and  the  effect  of  the  method  used  on  reported  results.

The  Company  accounts  for  stock-based compensation to employees and directors
using  the  intrinsic  value method of accounting as prescribed under Accounting
Principles  Board  Opinion  (APB)  No.  25,  "Accounting  for  Stock  Issued  to
Employees"  and  related  Interpretations.  Under  the  intrinsic  value method,
because  the  exercise  price of the Company's employee stock options equals the
market  price  of the underlying stock on the date of the grant, no compensation
expense  is  recognized  in  the Company's Consolidated Statements of Operations

Loss  per  share
----------------

Loss  per  share  has been determined based on the Company's net loss divided by
the  weighted  average number of common shares outstanding. Warrants and options
to  purchase  shares  of  common  stock  outstanding  at March 31, 2002 were not
included  in  the  computation  of  diluted loss per share because the effect of
their  inclusion  would  be  antidilutive.

Foreign  currency
-----------------

The  assets  and liabilities of the foreign subsidiary are translated at current
exchange rates and their related revenues and expenses at average exchange rates
in effect during the period.  Resulting translation adjustments, are recorded as
a separate component of stockholders' deficit while foreign currency transaction
gains  and  losses  are  included  in  operations.

Income  taxes
-------------

Deferred  income  taxes  are provided on a liability method whereby deferred tax
assets  are  established  for the difference between the financial reporting and
income  tax  basis  of  assets.  Deferred  tax assets are reduced by a valuation
allowance  when,  in  the opinion of management, it is more likely than not that
some  portion  or  all of the deferred tax assets will be realized. Deferred tax
assets  and  liabilities are adjusted for the effects of changes in tax laws and
rates  on  the  date  of  enactment.


                                      F-5
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

     VerticalBuyer,  ("the Company") a Delaware corporation, was incorporated on
September  24,  1999 and on March 1, 2000 issued 14,250,000 shares of its common
stock  to  the  shareholders  of  Lightseek  Limited  in exchange for all of the
outstanding  common  stock of Lightseek Limited. On February 15, 2001, Lightseek
Limited  acquired  all  of  the  outstanding  common  stock  of  Litech Limited.
Lightseek  was principally engaged in the development of Internet sites designed
to  exploit  Business-to-Business  e-commerce  opportunities  within  the global
commercial electrical and lighting markets. Litech was a specialist designer and
manufacturer  of  fiber  optic  lighting  applications  for  the  entertainment,
commercial  and retail markets.  In September 2001, the Company discontinued the
operations  of  both  Lightseek  Limited  and  Litech  Limited.

VerticalBuyer  had  sought  to specialize in the creation of Internet based news
sites  dedicated  to  specific  industries.  Lightseek  was  our  first  website
developed  for  the  commercial lighting industry.  Subsequently, other lighting
sites  were  also  tested,  including  an  auction  site  for the global market.
Following  a  consolidation  of  these sites, we are currently evaluating how to
re-launch  Lightseek,  which  we believe is the brand-name that has the greatest
franchise  in  the  market.

We require additional funding for working capital in order to resume operations.
Such  financing  is  expected to be through the sale of common stock and or debt
issuances. However, we do not have any commitment from any sources to raise this
capital.  If management is unable to generate external financing, we will not be
able  to  resume  operations.

As of September 30, 2001 the Company had no operations, no revenues, no cash and
no  assets.

As  of March 31, 2002 the Company had no operations, no revenues, no cash and no
assets.

ITEM  3.   CONTROLS  AND  PROCEDURES

     Our  principal  executive officer and principal financial officer evaluated
the  effectiveness  of  the  Company's  disclosure  controls  and procedures (as
defined  in  Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934,  as  amended) as of the end of the period covered by this report. Based on
this  evaluation,  the  Company's  principal  executive  officer  and  principal
financial  officer  has concluded that the Company's controls and procedures are
effective  in providing reasonable assurance that the information required to be
disclosed  in  this report has been recorded, processed, summarized and reported
as of the end of the period covered by this report. During the period covered by
this  report,  there  have  not  been  any  significant  changes in our internal
controls  or,  to my knowledge, in other factors that could significantly affect
our  internal  controls.


                                        5
<PAGE>

                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     None.

ITEM  2.  CHANGES  IN  SECURITIES  AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES

     None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None.

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

     None.

ITEM  5.  OTHER  INFORMATION

     None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)      Exhibits:

<TABLE>
<CAPTION>
Exhibit No.  Description of Exhibit
-----------  ---------------------------------------------------------------------
<C>          <S>
   31.1      Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

   31.2      Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer

   32.1      Section 1350 Certification of Chief Executive Officer

   32.2      Section 1350 Certification of Chief Financial Officer
</TABLE>

(b)      Reports  on  Form  8-K:

     No  reports  on  Form  8-K were filed during the period represented by this
Quarterly  Report  on  Form  10-QSB.


                                        6
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this March 31, 2002 report to be signed on its behalf by the undersigned,
thereunto  duly  authorized.


                              VERTICALBUYER,  INC.


Dated:  July 9, 2004

                              By:  /s/ Timothy  Rosen
                                   -----------------------------------------
                                   Timothy  Rosen
                                   President  and  Chief  Executive  Officer


Dated:  July 9, 2004

                              By:  /s/ Leslie  Kent
                                   -----------------------------------------
                                   Leslie  Kent
                                   Chief  Financial  Officer


                                        7
<PAGE>