U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

    [X]      Annual report under Section 13 or 15(d) of the Securities Exchange
             Act of 1934
                    For the fiscal year ended December 31, 2004

    [ ]      Transition report under Section 13 or 15(d) of the Securities
             Exchange Act of 1934
                    For the transition period from            to
                                                   ----------     ----------

                         Commission File Number 0-20297

                             HIBSHMAN OPTICAL CORP.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                  New Jersey                           88-0284402
         (State or other jurisdiction of            (I.R.S. Employer
         Incorporation or Organization)            Identification No.)


                 266 Cedar Street, Cedar Grove, New Jersey 07009
                    (Address of Principal executive offices)

                                 (973) 857-2414
                (Issuer's telephone number, including area code)

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

                                       $0
               ---------------------------------------------------
               (Issuer's revenues for its most recent fiscal year)

                           $ 0 (as of March 28, 2005)
              ---------------------------------------------------
              (Aggregate market value of the voting stock held by
                          non-affiliates of the Issuer)

                        10,088,235 (as of March 28, 2005)
 ------------------------------------------------------------------------------
 (Number of shares outstanding of each of the Issuer's classes of common stock)

            Transitional Small Business Disclosure Format (check one)
                                 Yes [ ] No [X]



                       DOCUMENTS INCORPORATED BY REFERENCE
                                   into Part I


               Quarterly Report of the Company on Form 10-QSB for
     the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004
<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS

The Company

Hibshman Optical Corp. (hereinafter referred to as the "Company") was formed in
1991 under the name PRS Sub I, Inc. as a subsidiary of People Ridesharing
Systems, Inc., ("PRS") a public corporation which filed for the protection of
the Bankruptcy Court in 1989, to assist with the reorganization of PRS either
through the operation of a related business or through a merger or combination
with an operating company. During the bankruptcy proceeding a reorganization
plan was developed which was considered by the Court and creditors committee
which provided that PRS will issue 15% of the total shares of common stock of
each subsidiary to the creditors and shareholders who, as a class would receive
a total of 10% and 5% of those shares respectively. Pursuant to that plan the
Court entered an order in May of 1996 authorizing said issuances based upon the
authority of an exemption from registration provided in Section 3 (a) (10) of
the Securities Act of 1933, as amended. As a result, approximately 1,000,000
shares were authorized to be issued to the creditor class and approximately
500,000 shares were authorized to be issued to the stockholders of PRS as a
class. 8,500,000 shares were acquired directly from the Bankruptcy Court by a
nonaffiliated third party approved in the bankruptcy proceeding in May of 1996.
PRS was discharged from bankruptcy after its Chapter XI proceeding was converted
to a Chapter 7 proceeding.

In March 1992, the Board of Directors authorized the name change from PRS Sub I,
Inc. to Service Lube Inc. The Company entered into a transaction with an
operating company in March of 1992 and in April 1992 the Board of Directors of
the Company authorized the name change from Service Lube, Inc. to Fianza
Commercial Corp. On April 23, 1992 the Board of Directors and shareholders
authorized the name change from Fianza Commerical Corp. to Hibshman Optical
Corporation. Due to a change in the policy of that operating company's
management team, the transaction between the Company and the operating company
was rescinded and the stock ownership of Hibshman Optical Corp. was transferred
to John B.M. Frohling, Esq., in exchange for monies owed to Mr. Frohling on
account for legal services rendered to the Company. This returned the Company to
its status as a public company with no assets and no liabilities, Mr. Frohling
having canceled any obligations owed to him by the Company and its former
principal stockholders.

On May 5, 1996, Mr. Frohling sold his interest in the Company to the "Catizone
Group." The Catizone Group currently seeks to merge with a going concern,
preferably with assets and a financial history, such that same will facilitate
the merged entity to trading status. In September 2004 the Company filed an
Information Statement with referenced with a proposed merger with a Delaware
corporation and a share exchange with the shareholders of MuDan Jiang DongXing
Group Co., Ltd. ("DongXing China"). The Company was expecting the delivery of
audited financial statements from DongXing China and said financial statements
have not been delivered. As a result, the Company has advised DongXing China
that we are no longer interested in going forward with the transaction and
management is pursuing other potential merger candidates.

Existing and Proposed Businesses

Our purpose is to seek, investigate and, if warranted, affiliate with a business
entity presented to it by persons or firms who or which desire to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. We will not restrict our search to any specific
business, industry, or geographical location and we may participate in a
business venture of virtually any kind or nature. This discussion of the
proposed business is not meant to be restrictive of our broad discretion to

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<PAGE>

search for and enter into potential business opportunities. We anticipate that
we will be able to participate in only one potential business venture in the
near future because the Company has nominal assets and limited financial
resources. See "FINANCIAL STATEMENTS." This lack of diversification should be
considered a substantial risk to our shareholders because it will not permit us
to offset potential losses from one venture against gains from another.

We intend to seek a business opportunity with an entity which has recently
commenced operations, or which wishes to utilize the public marketplace in order
to raise additional capital to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets
and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

We anticipate that the selection of a business opportunity in which to
participate will be complex and attendant with risk. We believe (but have not
conducted any research to confirm) that there are business entities seeking the
perceived benefits of a publicly registered corporation. Such perceived benefits
may include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult and complex.

We have, and will continue to have, very limited to no capital with which to
provide the owners of business opportunities with any cash or other assets.
However, we believe we will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a publicly
registered company without incurring the cost and time required to conduct an
initial public offering. We have not conducted market research and are not aware
of statistical data to support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under the
supervision of the Officers of the Company, who are not professional business
analysts. In analyzing prospective business opportunities, we will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and other
relevant factors. To the extent possible, management intends to utilize written
reports and personal investigation to evaluate the above factors. The Exchange
Act requires that any merger or acquisition candidate comply with certain
reporting requirements, which include providing audited financial statements to
be included in the reporting filings made under the Exchange Act.

We will not restrict our search to any specific kind of firms, but may acquire
an interest in a venture which is in its preliminary or development stage, which
is already in operation, or any stage of its business life. It is impossible to
predict at this time the status of any business in which the Company may become
engaged, in that such business may need to seek additional capital, may desire
to have its shares publicly traded; or may seek other perceived advantages which
we may offer.

                                       3
<PAGE>

Management of the Company, which may not have experience in matters relating to
the business of a targeted potential merger company, will rely upon its own
efforts in accomplishing the business purposes of the Company. Outside
consultants or advisors may be utilized by the Company to assist in the search
for qualified target companies. If we retain such an outside consultant or
advisor, any cash fee earned by such person is likely to be assumed by the
target company, as we have limited cash assets with which to pay such
obligation.

If we were to utilize the services of a consultant in the selection of a target
company, such consultant will likely be used to supplement the business
experience of management, including perhaps accountants, technical experts,
appraisers, attorneys or others. Our considerations in selecting such a
consultant may be based on the nature of the target company's business, the form
and amount of compensation required by the consultant, the depth of such
consultant's experience and past success. If a consultant were retained, we
would expect that any such consultant would provide us with a selection of
target companies, would provide due diligence assistance for study of the target
company, would assist in negotiating the terms of a business combination, and
would serve to facilitate the negotiation process. More than one consultant
could be used in locating a target company.

We have no agreements or understandings currently with any consultant to provide
services.


Acquisition of opportunities

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business. Upon the consummation of such a transaction, it
is probable that the present management and shareholders of the Company will no
longer be in control of the Company. In addition, it is likely that the
Company's officers and directors will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such future reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has consummated a
business combination and we are no longer considered a blank check company.
Until such time as this occurs, it is our intention not attempt to register any
additional securities. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in our securities
may have a depressive effect on the market value of our existing publicly traded
securities in the future if such a market develops, of which there is no
assurance.

While the actual terms of a transaction to which we may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby plan to
structure the acquisition in a "tax-free" reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended (the "Code").

With respect to any merger or acquisition negotiations with a target company, we
expect to focus on the percentage of the Company which the target company's
shareholders would acquire in exchange for their holdings in the target company.
Depending upon, among other things, the target company's assets and liabilities,
our shareholders will in all likelihood hold a substantially lesser percentage

                                       4
<PAGE>

ownership interest in the Company following any merger or acquisition. Thus, the
percentage of ownership may be subject to significant reduction in the event we
acquire a target company with substantial assets. Any merger or acquisition
effected by us can be expected to have a significant dilutive effect on the
percentage of shares held by our shareholders at such time.

We will participate in a business opportunity only after the negotiation and
execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements require certain representations
and warranties of the parties thereto, specify certain events of default, detail
the terms of closing and the conditions which must be satisfied by the parties
prior to and after such closing, outline the manner of bearing costs, including
costs associated with our attorneys and accountants, and include miscellaneous
other terms.

We will not acquire or merge with any entity, which cannot provide audited
financial statements at or within a reasonable period of time after closing of
the proposed transaction. We shall be subject to all of the reporting
requirements included in the Exchange Act. Included in these requirements our
duty to file audited financial statements as part of a Form 8-K to be filed with
the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as our audited financial statements included in our annual
report on Form 10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters necessary to
insure our compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by the target company, the closing documents may provide that the proposed
transaction will be voidable at the our discretion.

In the event that we need any additional funds for operating capital or for
costs in connection with searching for or completing an acquisition or merger,
we anticipate that we will seek to issue additional shares of our common stock.
There is no fixed minimum or maximum amount that we will raise in connection
with such an issuance. We do not intend to borrow any funds to make any payments
to our promoters, management or their affiliates or associates.

Competition

We will remain an insignificant participant among the firms which engage in the
acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than us. In view of our extremely
limited financial resources and limited management availability, we will
continue to be at a significant competitive disadvantage compared to its
competitors.

Employees

We have no employees at this time.

ITEM 2.  DESCRIPTION OF PROPERTY

We own no properties and at this time have no agreements to acquire any
properties. We currently use the home of Mr. Pasquale Catizone at no cost to the
Company, an arrangement which we expect will continue until we complete an
acquisition or merger.

ITEM 3.  LEGAL PROCEEDINGS

We are unaware of any other pending or threatened legal proceedings to which we
are a party or of which any of our assets is the subject.

                                       5
<PAGE>

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

During the fourth quarter of the fiscal year ended December 31, 2004 the matter
of proceeding with a potential merger with a Delaware corporation and a share
exchange with the shareholders of DongXing China was submitted to a vote of the
shareholders of the Company.

                                     PART II

ITEM 5.  MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

At this time there is no active market for our common stock. We intend to trade
our common stock in the future, on a limited basis in the over-the-counter
market and to cause its stock to be quoted on the OTC Electronic Bulletin Board
maintained by the National Association of Securities Dealers, Inc. (the "OTC
Bulletin Board").

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

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

                                       6
<PAGE>

If after a merger or acquisition, we do not meet the qualifications for listing
on the Nasdaq SmallCap Market, our securities may be traded in the
over-the-counter ("OTC") market on the OTC Bulletin Board ("OTCBB"). The OTCBB
differs from the NASDAQ SmalCap Market in that it is a quotation medium for
subscribing members, not an issuer listing service. The OTCBB provides an
electronic quotation medium. If we are unable initially to satisfy the
requirements for quotation on the Nasdaq SmallCap Market or become unable to
satisfy the requirements for continued quotation thereon, and trading, if any,
is conducted in the OTCBB, a shareholder may find it more difficult to dispose
of or to obtain accurate quotations as to the market value of our securities.

Shareholders

As of December 31, 2004, the number of holders of record of our common stock,
$.001 par value, was approximately 673.

Dividends

We have paid no cash dividends and have no present plan to pay cash dividends,
intending instead to reinvest our earnings, if any. Payment of future cash
dividends will be determined from time to time by our Board of Directors, based
upon our future earnings (if any), financial condition, capital requirements and
other factors. We are not presently subject to any contractual or similar
restriction on our present or future ability to pay such dividends.

ITEM 6.  PLAN OF OPERATIONS

Critical Accounting Policies and Estimates

The following "Management's Discussion and Analysis of Financial Condition and
Results of Operations", as well as disclosures included elsewhere in this Form
10-KSB, are based upon our audited financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingencies. On an on-going
basis, we evaluate the estimates used, including those related to impairments of
tangible and intangible assets, income taxes, accruals, and contingencies. We
base our estimates on historical experience, current conditions and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources as well as identifying and assessing our accounting treatment with
respect to commitments and contingencies. Actual results may differ from these
estimates under different assumptions or conditions.

Liquidity and Capital Resources

At December 31, 2004, the Registrant had a cash balance of $19,042, which
represents a $5,034 decrease from the $24,076 balance at December 31, 2003. This
decrease was primarily the result of the cash used in operating activities which
were expenses incurred primarily to enable the Registrant to satisfy the
requirements of a reporting company.

On December 7, 1998, the Company received $50,000 and issued two $25,000, 8%
convertible notes payable each to Pasquale and Carmine Catizone, current
officers, directors and principal stockholders of the Company. The notes were
due on December 7, 2001 and were convertible in whole or in part at any time
prior to maturity and upon 30 days written notice from the holders into common
stock of the Company at a conversion price of $.0025 per share. These notes were

                                       7
<PAGE>

extended on that date for three years until December 7, 2004 at the same rate of
interest, conversion price and terms, and the accrued interest payable of
$12,000 at that date was added to the principal increasing the balance of the
convertible notes payable to $62,000. On December 7, 2004, the notes were
further extended to March 31, 2005. On April 1, 2005, the notes and accrued
interest will be converted into shares of common stock.

The focus of the Registrant's efforts is to acquire or develop an operating
business. Despite no active operations at this time, management intends to
continue in business and has no intention to liquidate the Registrant. The
Registrant has considered various business alternatives including the possible
acquisition of an existing business, but to date has found possible
opportunities unsuitable or excessively priced. The Registrant does not
contemplate limiting the scope of its search to any particular industry.
Management has considered the risk of possible opportunities as well as their
potential rewards. Management has invested time evaluating several proposals for
possible acquisition or combination, however, none of these opportunities were
pursued. The Registrant presently owns no real property and at this time has no
intention of acquiring any such property. The Registrant's sole expected
expenses are comprised of professional fees primarily incident to its reporting
requirements. As a result, the Registrant believes that it can satisfy its cash
requirements for at least the next twelve (12) months before it will need to
raise additional funds.

Results of Operations for the Year Ended December 31, 2004, Compared to the Year
Ended December 31, 2003

The Registrant incurred a loss of $16,211 in the current year versus a loss of
$20,556 in the prior year. General and administrative expenses were $11,503
compared to $16,223 in the prior year, a decrease of $4,720. General and
administrative expenses were incurred primarily to enable the Registrant to
satisfy the requirements of a reporting company.

During the current and prior year, the Registrant did not record an income tax
benefit due to the uncertainty associated with the Registrant's ability to merge
with an operating company, which might permit the Registrant to avail itself of
those advantages.

Results of Operations for the Year Ended December 31, 2003, Compared to the Year
Ended December 31, 2002

The Registrant incurred a loss of $20,556 in 2003 versus a loss of $13,441 in
2002. General and administrative expenses were $16,223 compared to $10,447 in
the prior year, an increase of $5,776. General and administrative expenses were
incurred primarily to enable the Registrant to satisfy the requirements of a
reporting company.

During the current and prior year, the Registrant did not record an income tax
benefit due to the uncertainty associated with the Registrant's ability to merge
with an operating company, which might permit the Registrant to avail itself of
those advantages.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements of the Company, required to be included in this Report
pursuant to Item 310(a) of Regulation S-B, are set forth below.

                                       8
<PAGE>

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

Resignation of Certifying Accountant

On January 19, 2005, Samuel Klein and Company ("Samuel Klein") resigned as the
Company's independent public accountants.

Samuel Klein's reports on the Company's financial statements for the fiscal
years ended December 31, 2003 and 2002 (the last fiscal year for which a report
was filed), did not contain an adverse opinion or a disclaimer of opinion. There
was no qualification or modification as to uncertainty, audit scope or
accounting principles. During the fiscal years ended December 31, 2002 and 2003,
and the subsequent interim period preceding Samuel Klein's resignation on
January 19, 2005, there were no disagreements with Samuel Klein on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Samuel Klein, would have caused them to make a reference to the subject matter
of the disagreements in connection with its report. No disagreements have arisen
in the period since the date of Samuel Klein's resignation.

None of the reportable events described under Item 304(a)(1)(iv)(A) of
Regulation S-B occurred during the two most recent fiscal years or within the
interim period through the date of the Current Report filed on March 29, 2005.

The Company has provided Samuel Klein with a copy of the foregoing disclosures.
A letter from Samuel Klein addressed to the Securities and Exchange Commission
pursuant to Regulation S-B, Item 304(a)(3) was included as Exhibit 16 to the
Current Report on Form 8-K/A filed with the Commission on March 29, 2005.

Prior to the resignation of Samuel Klein, the Company had not engaged a new
accountant either as the principal accountant to audit the Company's financial
statements or as the auditor of a significant subsidiary.

Engagement of New Certifying Accountant

On January 19, 2005, the Company engaged Rotenberg, Meril, Solomon, Bertiger &
Gutilla, P.C. ("RMSB&G") as the Company's new certifying accountant. The Company
does not have an audit committee. The Company's Board of Directors approved the
appointment of RMSB&G.

Prior to the Company's appointment of RMSB&G, the Company had no prior
relationship with RMSB&G or any of its members. The Company had not consulted
RMSB&G on any matters prior to the engagement of RMSB&G on January 21, 2005.

ITEM 8A. CONTROLS AND PROCEDURES

As of December 31, 2004, an evaluation was carried out under the supervision and
with the participation of the Company's management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934). Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are, to the best

                                       9
<PAGE>

of their knowledge, effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms.


                                    PART III

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

Directors, Executive Officers and Significant Employees

The following sets forth, as of December 31, 2004, the names and ages of all
directors, executive officers, and other significant employees of the Company;
and all positions and offices in the Company held by each, and the terms of said
offices. Each director will hold office until the next annual meeting of
shareholders and until his or her successor has been elected and qualified:

                                                                      Date
                                            Offices                   Appointed
            Name                Age         Held                      Director
---------------------------    ------       ---------                 ----------
     Pasquale Catizone           64         President                 May 1996
                                            Director

     Carmine Catizone            59         Secretary, Treasurer      May 1996
                                            Director

There are no agreements or understandings for an officer or director to resign
at the request of another person and the above-named officers and directors are
not acting on behalf of nor will act at the direction of any other person.

Due to its small size, the Board of Directors has no separate committees, per
se, however the two directors oversee the Company's financial reporting process
and in so doing act as an Audit Committee. Although neither member of the Audit
Committee is a financial expert as that term is defined in Regulation S-B Item
401(e) promulgated under the Securities Act of 1933 and the Securities Exchange
Act of 1934, Management believes, due to the lack of operations of the Company,
that they are capable to review the internal financial information, determine
the adequacy of internal controls, oversee quarterly and yearly reporting, and
set forth policies, procedures relating to business integrity, ethics and
conflicts of interests. In fulfilling their responsibilities, Messrs. Carmine
and Pasquale Catizone have reviewed the audited financial statements included in
this Report and have discussed same with the independent auditors who are
responsible for expressing an opinion on the conformity of those financial
statements with accounting principles generally accepted in the United States of
America, their judgments as to the quality, not just the acceptability, of the
Company's accounting principles and such other matters as are required to be
discussed with the Committee by SAS 61 (codification on Statements on Auditing
Standards, AU 380).

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<PAGE>

Family Relationships

Mr. Carmine Catizone is the brother of Mr. Pasquale Catizone.

Business Experience

The following summarizes the occupation and business experience during the past
five years for each director, executive officer and significant employee of the
Company. A significant employee is a person who is not an executive officer of
the Company but who is expected to make a significant contribution to the
business of the Company.

Pasquale Catizone. Mr. Catizone has been president and a director of the Company
since 1996. Mr. Catizone has been self-employed as a financial consultant for
the last ten years. He served as president and a director of First Equity of New
Jersey, Inc., from its organization in May 1983 until September 1992. Mr.
Catizone was also the president and a director of Phonics Corporation from
September 1985 until May 1994 and president and director of Baynon International
Corporation since May 1998.

Carmine Catizone. Mr. Catizone has been secretary and director of the Company
since 1996. From June 1988 to July 1994, Mr. Catizone was the president and
director of J&E Beauty Supply, Inc., a retail and wholesale beauty supply
distributor. Mr. Catizone formerly served as president and a director of C&C
Investments, a blank check company (now known as T.O.P.S. Medical Corp.) from
July 1977 until December 1984 and secretary and director of Baynon International
Corporation since May 1998.

Conflicts Of Interest

Although there are no plans to do so at this time, our officers and directors
may in the future organize other companies of a similar nature and with a
similar purpose as the Company. Consequently, there are potential inherent
conflicts of interest in acting as an officer and director of the Company.
Insofar as the officers and directors are engaged in other business activities,
management anticipates that it will devote only a minor amount of time to the
Company's affairs. We do not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such opportunities
may relate to our proposed business operations.

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

                                       11
<PAGE>

preferred blank check company regardless of date of formation. Mr. Pasquale
Catizone will be responsible for seeking, evaluating, negotiating and
consummating a business combination with a target company, which may result in
terms providing benefits to any officer or director.

Compliance With Section 16(a) of the Exchange Act.

None of our securities have been registered pursuant to Section 12 of the
Exchange Act of 1934, as amended (the "Exchange Act"). Therefore, Section 16(a)
of the Exchange Act is not applicable.

ITEM 10.  EXECUTIVE COMPENSATION

Current Remuneration

Our current officers and directors do not receive any compensation for their
services rendered to the Company, have not received such compensation in the
past, and are not accruing any compensation pursuant to any agreement.

The officers and directors of the Company will not receive any finder's fee,
either directly or indirectly, as a result of their efforts to implement our
business plan outlined herein. However, our officers and directors anticipate
receiving benefits as beneficial shareholders of the Company. See "ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNWERS AND MANAGEMENT."

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of December 31, 2004, with respect
to the persons known to be the beneficial owners of more than 5% of our common
stock, $.001 par value, and Officers and Directors of the Company as that term
is defined in Item 402(a)(2) of Regulation S-B. We do not have any shares of any
other class authorized, issued or outstanding.

                                       12
<PAGE>

                          PRINCIPAL SHAREHOLDERS TABLE

 Title            Name and                   Amount and
 of               Address of                 Nature of              Percent
 Class            Beneficial                 Beneficial             of Class(1)
                  Owner                      Ownership
--------------------------------------------------------------------------------
Common        Pasquale Catizone              2,000,000              19.8%
              286 Cedar Street
              Cedar Grove, NJ 07009

Common        Barbara Catizone               1,000,000               9.9%
              266 Cedar Street
              Cedar Grove, NJ 07009

Common        Robyn Conforth                 1,000,000               9.9%
              266 Cedar Street
              Cedar Grove, NJ 07009

Common        Carmine Catizone               4,000,000              39.7%
              10 1/2 Walker Avenue
              Morristown, NJ 07960

                                           -----------            -------
                              Total:         8,000,000             79.30%


Notes:

(1) The percentages listed in the table is calculated on the basis of 10,088,235
shares of the common stock, $.001 par value, of the Company outstanding as at
December 31, 2004.

 Changes in Control

We are not aware of any arrangements, which may at a subsequent date, result in
a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been no transactions during the last two completed fiscal years, the
current fiscal year or any presently proposed transactions, to which the Company
was or is to be a party, in which the amount involved in such transaction (or
series of transactions) was $60,000 or more and which any of the following
persons had or is to have a direct or indirect material interest: (i) any
director or executive officer of the Company; (ii) any person who owns or has
the right to acquire 5% or more of the issued and outstanding common stock of
the Company; and (iii) any member of the immediate family of any such persons.
The Company does not have any requirement respecting the necessity for
independent directors to approve transactions with related parties.

                                       13
<PAGE>

ITEM 13.  EXHIBITS

 FINANCIAL STATEMENT SCHEDULES, AND
    REPORTS ON FORM 8-K

Financial Statements

     The financial statements filed as a part of this report are as follows:

     Balance Sheets - December 31, 2004 and 2003

     Statements of Operations for the years ended
       December 31, 2004 and 2003

     Statements of Stockholders' Deficiency for the
       years ended December 31, 2004 and 2003

     Statements of Cash Flows for the years
       ended December 31, 2004 and 2003

Financial Statement Schedules

Financial statements schedules have been omitted for the reason that they are
not required or are not applicable, or the required information is shown in the
financial statements or notes thereto.


Exhibits
The exhibits filed as a part of this Report or incorporated herein by reference
are as follows:

Incorporated by Reference:

Exhibit #         Description
---------         -----------
(3(i))            Articles of Incorporation (filed as an Exhibit to the
                  Company's Form 10-SB on September 8, 2000)

(3(ii))           By-laws (filed as an Exhibit to the Company's Form 10-SB on
                  September 8, 2000)

(4.1)             Bankruptcy Court Order dated May 1, 1996 authorizing the sale
                  of the Debtor's assets to a third party on condition that
                  shares of common stock be issued to creditors and shareholders
                  of Debtor pursuant to the provisions of Section 3(a)(10) of
                  the Securities Act of 1933, as amended (filed as an exhibit to
                  the Company's Form 10-KSB on April 4, 2002).

(4.2)             Bankruptcy Court Order dated March 9, 1998 further authorizing
                  the issuance of shares of common stock to creditors and
                  shareholders of Debtor pursuant to the provisions of Section
                  3(a)(10) of the Securities Act of 1933, as amended (filed as
                  an exhibit to the Company's Form 10-KSB on April 4, 2002).

Filed Herewith:

Exhibit #         Description
---------         -----------

31.1              Section 302 CEO Certification

31.2              Section 302 CFO Certification

32.1              Section 906 CEO Certification

32.2              Section 906 CFO Certification

                                       14
<PAGE>

Reports on 8-K

The Company did not file any current reports on Form 8-K during the last quarter
of the period covered by this Report. However, a report on Form 8-K dated
January 19, 2005 was filed and effective March 29, 2005 regarding changes in our
certifying accountant.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for the fiscal years ended December 31, 2004 and 2003,
for professional services rendered by Samuel Klein and Company, for the audit of
the registrant's annual financial statements and review of the financial
statements included in the registrant's Form 10-QSB or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years were $5,060 and $6,335,
respectively.

The aggregate fees billed for the fiscal year ended December 31, 2004, for
professional services rendered by Rotenberg, Meril, Solomon, Bertiger & Gutilla,
P.C. ("RMSB&G"), for the audit of the registrant's annual financial statements
and review of the financial statements included in the registrant's Form 10-QSB
or services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for the fiscal year ended
December 31, 2004, were $0.

Audit Related Fees

The aggregate fees billed for the fiscal years ended December 31, 2004 and 2003,
for assurance and related services by Samuel Klein and Company, that are
reasonably related to the performance of the audit or review of the registrant's
financial statements for those fiscal years were $0 and $0.

The aggregate fees billed for the fiscal year ended December 31, 2004, for
assurance and related services by RMSB&G, that are reasonably related to the
performance of the audit or review of the registrant's financial statements for
that fiscal year were $0.

Tax Fees

The aggregate fees billed for each of the fiscal years ended December 31, 2004
and 2003, for professional services rendered by Samuel Klein and Company for tax
compliance, tax advice, and tax planning, for those fiscal years were $725 and
$1,425, respectively. Services provided included preparation of the federal and
state tax returns for the corporation.

The aggregate fees billed for each of the fiscal years ended December 31, 2004,
for professional services rendered by RMSB&G for tax compliance, tax advice, and
tax planning, for that fiscal year were $0.

All Other Fees

The aggregate fees billed in each of the fiscal years ended December 31, 2004
and 2003, for products and services provided by Samuel Klein and Company other
than those services reported above, for those fiscal years were $0 and $0,
respectively.

The aggregate fees billed in each of the fiscal years ended December 31, 2004,
for products and services provided by RMSB&G other than those services reported
above, for that fiscal year were $0.

                                       15
<PAGE>

SIGNATURES

In accordance with Section 15(d) of the Exchange Act of 1934, the Company has
caused this Report to be signed on its behalf by the undersigned thereunto duly
authorized.

HIBSHMAN OPTICAL CORP.


By: /s/ PASQUALE CATIZONE
    --------------------------------------
    Pasquale Catizone, President, Director            Date   March 30, 2005


In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Company in the capacities and on the dates
indicated.

        SIGNATURES                      TITLE                     DATE

Principal Executive Officer:


/s/ PASQUALE CATIZONE
------------------------------------
Pasquale Catizone                       President                 March 30, 2005


Principal Financial and Accounting Officer:


/s/ CARMINE CATIZONE
------------------------------------
Carmine Catizone                        Secretary, Treasurer      March 30, 2005


      SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
      REPORTS FILED PURSUANT TO SECTION 15(D) OF THE
      EXCHANGE ACT BY NON-REPORTING ISSUERS


       No annual report or proxy materials have been sent to security-holders
during the fiscal year ended December 31, 2004 or the subsequent interim period.
As at the date hereof, the Company plans to furnish proxy materials relating to
its annual meeting, which is presently intended to be held during the current
fiscal year. All such materials will be furnished to the Commission at the same
time as they are sent to securities holders.

                                       16
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          INDEX TO FINANCIAL STATEMENTS




                                                                            Page
                                                                            ----


REPORT OF ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C.                  F-1

REPORT OF SAMUEL KLEIN AND COMPANY                                           F-2

FINANCIAL STATEMENTS:

   Balance Sheets                                                            F-3

   Statements of Operations                                                  F-4

   Statements of Stockholders' Deficiency                                    F-5

   Statements of Cash Flows                                                  F-6

   Notes to Financial Statements                                             F-7
<PAGE>

                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM



To the Board of Directors and Stockholders of
Hibshman Optical Corporation

We have audited the accompanying balance sheet of Hibshman Optical Corporation
(formerly Fianza Commercial Corporation) (the "Company") as of December 31,
2004, and the related statements of operations, changes in stockholders'
deficiency and cash flows for the year then ended. The financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The financial
statements of the Company as of December 31, 2003 and for the year then ended
were audited by other auditors whose report dated March 5, 2004 expressed on
unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2004 and the results of its operations and cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.


/s/ Rotenberg Meril Solomon Bertiger & Guttilla, P.C.
ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C.


Saddle Brook, New Jersey
March 21, 2005

                                       F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



To the Board of Directors and Stockholders of
Hibshman Optical Corporation

We have audited the accompanying balance sheet of Hibshman Optical Corporation
(formerly Fianza Commercial Corporation) as of December 31, 2003, and the
related statements of operations, stockholders' deficiency and cash flows for
the year then ended. The financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hibshman Optical Corporation as
of December 31, 2003 and the results of its operations and cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.


                                          /s/ Samuel Klein and Company
                                          SAMUEL KLEIN AND COMPANY


Newark, New Jersey
March 5, 2004

                                       F-2
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION
                                 BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003



                                                          2004          2003
                                                       ----------    ----------
              ASSETS

                    Current Assets:
Cash and cash equivalents                              $   19,042    $   24,076
             Due from related party                            --         3,868
                                                       ----------    ----------

                                                       ----------    ----------
Total Current Assets                                       19,042        27,944
                                                       ----------    ----------

                       Total Assets                    $   19,042    $   27,944
                                                       ==========    ==========


   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

               Current Liabilities:
Convertible notes payable -                            $   62,000    $   62,000
stockholders
Accrued interest payable -                                 15,206        10,246
stockholders
Accounts payable                                           13,775        11,426
                                                       ----------    ----------

                                                       ----------    ----------
Total Current Liabilities                                  90,981        83,672
                                                       ----------    ----------

                  Total Liabilities                        90,981        83,672
                                                       ----------    ----------

          Stockholders' Deficiency:
Common stock, $.001 par value,
100,000,000 shares
authorized, 10,088,235 shares
issued and
outstanding at December 31, 2004                           10,088        10,088
and 2003
Additional paid-in capital                                 19,912        19,912
Accumulated deficit                                      (101,939)      (85,728)
                                                       ----------    ----------

Total Stockholders' Deficiency                            (71,939)      (55,728)
                                                       ----------    ----------

              Total Liabilities and
           Stockholders' Deficiency                    $   19,042    $   27,944
                                                       ==========    ==========

    The accompanying notes are an integral part of these financial statements

                                       F-3
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                     2004              2003
                                                 ------------      ------------

                           Revenues              $         --      $         --

                   Cost of Revenues                        --                --
                                                 ------------      ------------

                       Gross Profit                        --                --
                                                 ------------      ------------

                       Other Costs:
General and administrative expenses                    11,503            16,223
                                                 ------------      ------------

                     Operating loss                   (11,503)          (16,223)

            Other Income (Expense):
                    Interest income                       252               627
    Interest expense - stockholders                    (4,960)           (4,960)
                                                 ------------      ------------

                           Net Loss              $    (16,211)     $    (20,556)
                                                 ============      ============



        Earnings (loss) per share:
Basic and diluted earnings (loss)
per share                                        $       0.00      $       0.00
                                                 ============      ============

Basic and diluted weighted average
common shares outstanding                          10,088,235        10,088,235
                                                 ============      ============

    The accompanying notes are an integral part of these financial statements

                                       F-4
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                    Common Stock
                                   $.001 Par Value
                              ---------------------------
                                                Common       Additional
                                 Number         Stock         Paid-in      Accumulated
                               of Shares        Amount        Capital        Deficit          Total
                              ------------   ------------   ------------   ------------    ------------
<S>                             <C>          <C>            <C>            <C>             <C>
Balance - January 1, 2003       10,088,235   $     10,088   $     19,912   $    (65,172)   $    (35,172)

Net loss for the year ended
          December 31, 2003             --             --             --        (20,556)        (20,556)
                              ------------   ------------   ------------   ------------    ------------

Balance - December 31, 2003     10,088,235         10,088         19,912        (85,728)        (55,728)

Net loss for the year ended
          December 31, 2004             --             --             --        (16,211)        (16,211)
                              ------------   ------------   ------------   ------------    ------------

Balance - December 31, 2004     10,088,235   $     10,088   $     19,912   $   (101,939)   $    (71,939)
                              ============   ============   ============   ============    ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-5
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                            2004          2003
                                                         ----------    ----------
<S>                                                      <C>           <C>
   Cash Flows from Operating Activities:
Net loss                                                 $  (16,211)   $  (20,556)
Adjustments to reconcile net loss to net
cash used
in operating activities:
Interest expense - stockholders                               4,960         4,960

Change in liabilities
Increase (decrease) in accounts payable                       2,349        (2,734)
                                                         ----------    ----------

Net cash used in operating activities                        (8,902)      (18,330)
                                                         ----------    ----------

     Cash Flows from Investing Activities
Payments from (advances to) related party                     3,868        (3,868)
                                                         ----------    ----------

                                                         ----------    ----------
Net Decrease in Cash and Cash Equivalents                    (5,034)      (22,198)

 Cash and Cash Equivalents - beginning of year               24,076        46,274
                                                         ----------    ----------

  Cash and Cash Equivalents - end of year                $   19,042    $   24,076
                                                         ==========    ==========



    Supplemental Disclosures of Cash Flow Information:
Cash paid during year for:
Interest                                                 $       --    $       --
                                                         ==========    ==========
Taxes                                                    $       --    $       --
                                                         ==========    ==========
</TABLE>

 The accompanying notes are an integral part of these financial statements.

                                       F-6
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003


1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Hibshman Optical Corporation (formerly known as Fianza Commercial Corp. and
hereinafter referred to as the "Company") was formed in 1991 as a subsidiary of
People Ridesharing Systems, Inc. ("PRS"), a public corporation which filed for
the protection of the Bankruptcy Court in 1989, to assist with the
reorganization of PRS either through the operation of a related business or
through a merger or combination with an operating company. During the bankruptcy
proceeding, a reorganization plan was developed which was considered by the
Court and Creditors committee. The plan provided that PRS would issue 15% of the
total shares of each subsidiary to the creditors and stockholders who as classes
receive a total of 10% and 5%, respectively. Pursuant to that plan, the Court
entered an order in May 1996 authorizing said issuances based upon the authority
of an exemption from registration, Section 3(a)(10) of the Securities Act of
1933, as amended. As a result, approximately 1,000,000 shares were authorized to
the creditor class and approximately 500,000 shares were authorized to the
stockholders of PRS as a class. The balance of approximately 8,500,000 shares
were acquired directly from the Bankruptcy Court by a nonaffiliated third party
approved in the bankruptcy proceeding in May of 1996. PRS was discharged from
bankruptcy after its Chapter XI proceeding was converted to a Chapter 7
proceeding.

On July 1, 2004, the Company entered into an agreement (the "Agreement") with
Mundanjiang Dongxing Group Co., Ltd. ("Dongxing") and its stockholders
("Dongxing Stockholders"). Dongxing is a company organized in the People's
Republic of China and engages in real estate development and retail businesses
primarily in Heilongjiang Province, which is located in northeast mainland
China. Pursuant to the Agreement, the Company would have acquired 100% of the
capital stock of Dongxing from the Donxing Stockholders. As part of this
transaction, the Company would have issued to the Dongxing Stockholders and a
consultant such number of shares of its common stock as would constitute 90% of
the outstanding common stock of the Company on the closing of the transaction.
The Agreement also contemplated the Company effecting a transitory merger into
the State of Delaware. There were several conditions precedent to the closing of
the transaction, including, but not limited to, Dongxing having received
required approvals from the People's Republic of China and all applicable
provincial or local government agencies. The Agreement was not consumated.

As the Agreement was not consummated, the Company will attempt to identify and
negotiate with business targets for the merger of that entity with and into the
Company. In certain instances, a target company may wish to become a subsidiary
of the Company or may wish to contribute assets to the Company rather than
merge. No assurances can be given that the Company will be successful in
identifying or negotiating with any target company. The Company provides a means
for a foreign or domestic private company to become a reporting (public) company
whose securities would be qualified for trading in the United States secondary
market.

Cash Equivalents

For financial statement purposes, short-term investments with an original
maturity of ninety days or less and highly liquid investments are considered
cash equivalents. Cash equivalents consist of a money market account.

                                       F-7
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003


1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Management's Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reporting amounts of assets and liabilities and
disclosures of contingent 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.

Income Taxes

The Company utilizes Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax assets and liabilities are determined based on the
difference between the financial statement carrying amounts and tax bases of
assets and liabilities using enacted tax rates in effect in the years in which
the differences are expected to reverse. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.

Earnings (Loss) Per Share

The Company computes earnings or loss per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). Basic
earnings per share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other agreements to issue common stock were exercised or converted
into common stock. Diluted earnings per share is computed based upon the
weighted average number of common shares and diluted common equivalent shares
outstanding, which includes convertible debentures, stock options and warrants.

Recently Issued Accounting Standards

In December 2003, the Financial Accounting Standards Board ("FASB") issued a
revised Interpretation No. 46, "Consolidation of Variable Interest Entities - An
Interpretation of ARB No. 51," which provides guidance on the identification of
and reporting for variable interest entities for consideration in determining
whether a variable interest entity should be consolidated. Interpretation No.
46, as revised, is effective for the Company in the third quarter of fiscal
2004. The adoption of Interpretation No. 46 had no impact on the Company's
results of operations for the year ended December 31, 2004, or its financial
condition at that date, nor is it expected to have a significant impact in the
future.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
replaces SFAS 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"),
and supersedes Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB No. 25"). SFAS 123(R) requires companies to recognize
in their income statement the grant-date fair value of stock options and other
equity-based compensation issued to employees.

                                       F-8
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Standards (Continued)

This SFAS is effective for most public companies for interim and annual
reporting periods beginning after June 15, 2005. Grant-date fair value will be
determined using one of two acceptable valuation models. This Standard requires
that compensation expense for most equity-based awards be recognized over the
requisite service period, usually the vesting period; while compensation expense
for liability-based awards (those usually settled in cash rather than stock) be
re-measured to fair-value at each balance sheet date until the award is settled.
The Standard also provides guidance as to the accounting treatment for income
taxes related to such compensation costs, as well as transition issues related
to adopting the new Standard. The adoption of SFAS No. 123(R) had no impact on
the Company's results of operations for the year ended December 31, 2004, or its
financial condition at that date, nor is it expected to have a significant
impact in the future.

In December 2004, the FASB issued SFAS No. 153, "Exchange of Non-monetary Assets
an amendment of APB Opinion No. 29." This Statement precludes companies from
using the "similar productive assets" criteria to account for non-monetary
exchanges at book value with no gain or loss being recognized. Effective for
fiscal periods beginning after June 15, 2005, all companies will be required to
use fair value for most non-monetary exchanges, recognizing gain or loss, if the
transaction meets commercial, substance criteria. The Company does not expect
this Standard to have a significant impact on its current financial statements.

In November 2004, the FASB issued Statement No. 151, "Inventory Costs, an
amendment of ARB 43, Chapter 4" ("SFAS 151"), to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage). ARB 43 allowed some of these "abnormal costs" to be
carried as inventory, whereas the new Standard requires that these costs be
expensed as incurred. This Statement is effective for fiscal years beginning
after June 15, 2005. The Company does not expect this Standard to have a
significant impact on its current financial statements.

In December 2004, the FASB issued FSP FAS 109-1, "Application of FASB Statement
No. 109, "Accounting for Income Taxes," to the "Tax Deduction on Qualified
Production Activities Provided by the American Jobs Creation Act of 2004" to
provide accounting guidance on the appropriate treatment of tax benefits
generated by the enactment of the Act. The FSP requires that the manufacturer's
deduction be treated as a special deduction in accordance with SFAS 109 and not
as a tax rate reduction. The Company is awaiting final tax regulations from the
IRS before completing its assessment of the impact of adopting FSP FAS 109-1 on
its current financial statements.

2. DUE FROM RELATED PARTY

This amount was comprised of non-interest bearing advances due on demand that
were made to the president of the Company in December 2003. The amount was
repaid in January 2004.

                                       F-9
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003

3. CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS

On December 7, 1998, the Company received $50,000 and issued two $25,000, 8%
convertible notes payable each to Pasquale and Carmine Catizone, current
officers, directors and principal stockholders of the Company. Pasquale and
Carmine Catizone are brothers. The notes were due on December 7, 2001, and were
convertible in whole or in part at any time prior to maturity and upon 30 days
written notice from the holders into common stock of the Company at a conversion
price of $.0025 per share. These notes were extended on that date for three
years until December 7, 2004 at the same rate of interest, conversion price and
terms, and the accrued interest payable of $12,000 at that date was added to the
principal increasing the balance of the convertible notes payable to $62,000. On
December 7, 2004, the notes were further extended to March 31, 2005. On April 1,
2005, the notes and accrued interest will be converted into shares of common
stock.

4. COMMON STOCK

The authorized capital stock of the Company consists of 100,000,000 shares of
common stock, par value $.001 per share, of which 10,088,235 shares were issued
and outstanding at December 31, 2004 and 2003.

Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata in all assets remaining after
payment in full of all liabilities. All of the outstanding shares of common
stock are fully paid and non-assessable. Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversions or redemption rights or sinking fund provisions with respect to the
common stock. In March of 1992 the Company issued 1,588,235 shares of its common
stock to the former stockholders and creditors of PRS and issued 8,500,000
shares to unaffiliated parties for $30,000 pursuant to the PRS Plan of
Reorganization described in Note 1.

Pursuant to a certain Securities Purchase Agreement dated as of May 5, 1996, Mr.
Pasquale Catizone and related individuals (the "Catizone Group") purchased from
the former president and director of the Company an aggregate of 8,500,000
shares of Common Stock. Simultaneous with the closing of the Securities Purchase
Agreement, the then officers and directors of the Company tendered resignations
from their respective positions, at which time Pasquale Catizone became
president and director and Carmine Catizone became secretary, treasurer and
director of the Company.

5. INCOME TAXES

The component of deferred tax assets at December 31, is as follows:

                                                   2004          2003
                                                ----------    ----------

       Net operating loss carryforwards         $   16,800    $   12,400
       Less:  Valuation allowance                  (16,800)      (12,400)
                                                ----------    ----------

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

                                      F-10
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003

5. INCOME TAXES (Continued)

     A 100% valuation allowance was provided at December 31, 2004 and 2003 as it
     is uncertain if the above item would be utilized.

     At December 31, 2004, the Company has unused federal net operating loss
     carry forwards of approximately $72,000 expiring between 2018 and 2024 and
     unused New Jersey net operating loss carry forwards of approximately
     $68,000 expiring between 2005 and 2013.

                                      F-11