UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549


                               FORM 10-KSB

      Annual Report Under 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Fiscal Year Ended December 31, 2002


                      Commission File No. 0-28811


                     LUDLUM CONSTRUCTION CO., INC.
            (Name of Small Business Issuer in its charter)

           FLORIDA                               59-1413673
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)



         10 S.E. Central Parkway, Suite 225
                   Stuart, Florida                       34994
      (Address of principal executive offices)        (Zip Code)


                Issuer's telephone number: 772 283 4490

    Securities to be registered under Section 12(b) of the Act: NONE

        Securities to be registered under Section 12(g) of the Act:

                   CLASS B COMMON STOCK ($.01 PAR VALUE)
                               (Title of Class)
                  (Currently registered - Symbol LDLMB)

Check whether the issuer has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during
the past 12 months (or for such period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X]  No [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form and no
disclosure will be contained to be best of the registrants
knowledge, in definitive proxy or information statements
incorporated by reference I Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [X]

State the issuer's revenue for most recent fiscal year. $0.00.

State the aggregated market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked price of such, as
of a specified date within the last 60 days. $37,110 based on
the average of the closing bid and asked obtained from the OTC
Bulletin Board on December 31, 2002.

           Class B Common Stock - 3,711,000 shares
              Class A Common Stock - 0 shares

Transitional Small Business Disclosure Format  [ ] YES  [X] No



TABLE OF CONTENTS

         Item 1.  Description of Business

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

         Item 3.  Description of Property

         Item 4.  Security Ownership of Certain Beneficial Owners and
                  Management

         Item 5.  Directors, Executive Officers, Promoters and
                  Control Persons

         Item 6.  Executive Compensation

         Item 7.  Certain Relationships and Related Transactions

         Item 8.  Description of Securities

         Item 9.  Market Price of and Dividends on the Registrant's
                  Common Equity and Related Shareholder Matters

         Item 10. Legal Proceedings

         Item 11. Changes in and Disagreements With Accountants

         Item 12. Recent Sales of Unregistered Securities

         Item 13. Indemnification of Directors and Officers

         Item 14. Financial Statements


Ludlum Construction Co., Inc. (LDLMB)is filing this Form 10-KSB in
compliance with disclosure requirements of Rule 12b-23 of the
Securities Exchange Act of 1934.


ITEM 1.  DESCRIPTION OF BUSINESS

The Issuer was incorporated in the State of Florida in 1976 as Ludlum
Construction Co., Inc. to perform dredging and land excavation.
It was based in Palm City, Florida. In April 1998, the Issuer
implemented an expansion program that included a restructuring
of its management team. James Schwarz became the Issuer's Chief
Executive Officer replacing the founder, Mr. Ludlum. One month
earlier, in March 1998, the Issuer had made a private placement
of its Class B common stock under Rule 504 of Regulation D of the
SEC Act of 1934. On September 18, 1998, the Issuer's Class B
common stock was approved by the National Association of Securities
Dealers for listing on the OTC Bulletin Board with the symbol LDLMB.

Because it was not awarded several key contracts on which it had
bid, the Issuer was unable to continue funding its day to day
operations and its debt service requirements. September 2001,
the Issuer was forced to cease all its operations because a
group of secured creditors filed suit and repossessed the heavy
equipment on which it had a lien. The Issuer's management tried
unsuccessfully to arrange bank financing in the amount of
$1,200,000 to refinance the company. It's few remaining accounts
receivable became uncollectable and were written off. Negotiations
with the Issuer's lenders continued in an attempt to reach an
agreement, but to no avail.

From June 30, 2001 to the end of the fourth quarter of 2003, the
Issuer was a dormant company with no operations, no income and no
expenses. It did however maintain its OTC Bulletin Board listing.

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

INTRODUCTION STATEMENT

The Private Securities Litigation Reform Act provides a "safe
harbor" for forward-looking statements. Certain statements
included in this form 10-QSB are forward-looking statements
and are based on the Company's current expectations and are
subject to a number of risks and uncertainties that could
cause actual results to differ significantly from results
expressed or implied in any forward-looking statement made
by or on behalf of the Company. The Company assumes no
obligation to update any forward-looking statements contained
herein or made from time to time by or on behalf of the Company.

Due to the company being dormant from the year 2001 until 2004,
and the limited amount of records available, the statements that
are presented are based on the statement of the previous 10KSB of
1999 and the last filing by the company of June 30, 2000.  Based
on the information we have from the limited activity and the
creditors, there were no major changes in the first quarter ending
March 31, 2001.

Therefore, we have made assumptions based on the previous filing
that resulted in primarily the figures that we show.


RESULTS OF OPERATIONS

In fiscal year 2000, the Company experienced cost overruns on two
jobs.  Excessive costs, difficulty in dredging at the St. Lucie
County Landfill, and significant underbidding of the job caused a
loss of approximately $240,000 to be recorded on the St. Lucie
County Landfill job. The St. Lucie County Landfill job was finished
in September 1999 with an additional loss of approximately $240,000.
Ambiguities and disputes in the Andros Isle contract as to the
amount of
fill removed caused the Company to write off $150,000.00 from that
project. Working with their accountants, the new management has
refined the bidding process to get a true cost-of-job estimate.

In 1999 the Company sold two dredges that were not being used. The
Company plans to begin leasing more equipment on an "as needed"
basis to decrease its cost of operation. The Company's dredge, the
"Florida Chief" was recently leased to Hendry Corporation for
$32,000 per month, while its fixed costs to the Company is
approximately $12,000 per month


SALES FORECAST

The issuer had no revenues for 2002.

ITEM 3.  DESCRIPTION OF PROPERTY

The Issuer had no property during the fiscal year 2002.

EQUIPMENT

The Issuer had no equipment during the fiscal year 2002.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of Common Stock owned beneficially as of
December 31, 2002 by:(i) each person known to the Company to
own more than five percent (5%) of any class of the Company's
voting securities; (ii) each director of the Company; and (iii)
all directors and officers as a group.

Title           Name and Address         Amount and Nature    Percent
of Class        of Beneficial Owner      of Beneficial Owner  of Class
-------------   ----------------------   -------------------  --------
Class B         James K. & Donna M. Schwarz   2,031,250         54%
Common Stock    4437 SW Cherokee Street       Restricted
                Palm City, FL 34990

Class B         James A. Conway               1,218.750         32%
Common Stock    963 SE MacArthur Boulevard    Restricted
                Stuart, FL 34996

Class B         All Directors & Officers      3,250,000         86%
Common Stock    as a Group                    Restricted

The Company is not aware of any arrangement that might result in
a change of control in future nor in the prevention of such change
of control.

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.

   The following table sets forth certain information about the
directors and executive officers of the Company:

DIRECTORS AND EXECUTIVE OFFICERS

  NAME              AGE  POSITION               TERM
------------------- --- ----------------------  ---------------------
  James K. Schwarz  50  Director/President      April 9, 1998-Present
                        Chairman of the Board

  James A. Conway   45  Chief Executive Officer April 9, 1998-Present

JAMES K. SCHWARZ, President and Director. Mr. Schwarz has served as
the Company's President since April 1998 and has been employed by
the Company since its inception. Schwarz is proficient in managing
Company operations, monitoring projects, and marketing the Company's
services.

JAMES A. CONWAY, Chief Executive Officer. Mr. Conway has served as
the Company's Chief Executive officer, Vice President, Secretary
and Treasurer since April 1998. Conway holds degrees in finance
and law from the University of Florida. He has thirteen years of
experience in the corporate legal area including negotiations,
drafting contracts and litigation. Conway currently practices
law in Palm Beach and Martin Counties, Florida. He has served
as the Company's legal counsel for nine years.

ITEM 6.  EXECUTIVE COMPENSATION

The following summary compensation table sets forth certain
information regarding compensation paid during the fiscal year
ending December 31, 2002 Company executives.

                   SUMMARY COMPENSATION TABLE
                   ---------------------------
   Name and                                      Annual
   Principal                            Salary           Bonus
   Position                Year           ($)             ($)
-------------------      -------        ----------------------
   James K. Schwarz        2002         100,000            0
   President

   James A. Conway         2002          25,000            0
   Vice President,
   Treasurer/Secretary
   Chief Executive Officer
   Chief Financial Officer

No director of the Company received any form of compensation from
the Company for any services provided as a director, for committee
participation, or special assignments.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company intends that any transactions between the Company
and its officers, directors, principal shareholders, affiliates
or advisors will be on terms no less favorable to the Company
than those reasonably obtainable from third parties.

ITEM 8.  DESCRIPTION OF SECURITIES

COMPANY STOCK

On October 24, 1997, the Company's Articles of Incorporation were
amended to authorize the Company to issue ten million (10,000,000)
shares of Common Stock, par value $.Ol per share ("Common Stock"),
designated as one (1) share "Class A" and nine million nine hundred
ninety-nine thousand (9,999,999) "Class B". As of December 31, 2002,
there were issued and outstanding 3,711,000 shares of "Class B"
Common Stock held of record by approximately 27 shareholders and
no Class A" Common Stock.  The holders of the "Class B" shares
shall have exclusive voting rights and powers, including the
exclusive right to notice of shareholders meetings.

DIVIDENDS

The Company has paid no dividends on its "Class B" Common Stock
and it currentlyintends to retain earnings for use in its business
to finance operations and growth. Any future determination as to
the distribution of cash dividends will depend upon the earnings
and financial position of the Company at that time and such other
factors as the Board of Directors may deem appropriate.

WARRANTS

The Company has no outstanding warrants.

ITEM 9.  MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS.

Effective December 31, 1999, the Company was listed on the NASDAQ
OTC Bulletin Board (symbol LDLMB). The quarterly high and low
sales prices for the year 2001 are listed below.


                                     HIGH             LOW
           Initially listed
               9/25/98              2.75              2.50

           Qtr. End 3/31/02          .01         .01
           Qtr. End 6/30/02          .01         .01
           Qtr. End 9/30/02          .01               .01
           Qtr. End 12/31/02         .01         .01


ITEM 10. LEGAL PROCEEDINGS

Pending governmental agency proceedings.

As the result of a sales tax audit for the years 1992 to 1997,
the Florida Department of Revenue filed a sales tax lien against
Ludlum Construction Co., Inc. in July 1999 in the amount of
$75,071. A written agreement has been reached to pay off the
lien. The Company has paid $20,000 and will begin making $5,000
monthly payments beginning February, 2000 until the taxes are
paid in full without any additional interest.

Martin County Tax Collector has a $45,000.00 claim for personal
tangible property taxes which the Company is disputing claiming
the assets were appraised too high.

During the year 2001 the company ran into more difficulty collecting
the money on the jobs that were finished.  There were claims that
they had not performed properly, and there was a dispute on the
amount of money that was owed.  Consequently they were not able
to keep up their debt payments, and the creditors finally decided
to take back their collateral, and the bank repossessed all of
the equipment in September of 2001 that were necessary for the
operation.

Therefore, things went from bad to worse; very few funds came in
and those that did come in went to the creditors that were
pressing the most, and finally it left a list of creditors
totaling some where close to $1MM after the secured creditors
wrote off the balance of their debt.

The most significant debt that was needed was with the accounting
firm, who could no longer carry the debt of Ludlum Construction
Company, Inc.  They refused to release any financial information
they did have and therefore books were not complete, and
financial information was just not available.

ITEM 11. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The disagreement of the accounting firm of Holyfield Associates
led to the situation wherein no financial audited information
was going to be provided by them until their bill of $20,000 or
better was paid.  The principals seeing no need for further
financial information in view of the circumstances did not pay it.

Therefore, in view of the circumstances, the principals did not
feel they needed the financial information for their purpose,
and so no filings were made from the date of September 2000
until present date.

The Trustee approached the financial company, who were kind
enough to let him review the financial information they had,
which was incomplete and frankly not adequate to accurately
report the circumstances of the company from that time on,
except that we have an accurate list of the creditors, most
of who have been settled.

ITEM 12. RECENT SALES OF UNREGISTERED SECURITIES

None

ITEM 13. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The By-Laws of the Company make no provision for indemnification of
its directors or officers.

ITEM 14. FINANCIAL STATEMENTS

None


In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                     LUDLUM CONSTRUCTION CO., INC.
                        a Florida corporation

                        By /s/   FLOYD D. WILKENSON
                        -----------------------------
                        Floyd D. Wilkenson
                        Authorized Agent/Sole Director
                        Appointed by Board of Directors on
                        March 19, 2004

Dated:  December 14, 2004