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

                                   FORM 10-KSB


[X]  Annual report under Section 13 or 15(d) of the Securities Exchange Act of
     1934
     For the fiscal year ended December 31, 2002

[ ]  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) 239-2952
                ------------------------------------------------
                (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 31, 2003)
       ------------------------------------------------------------------
       (Aggregate market value of the voting stock held by non-affiliates
                                 of the Issuer)

                        10,088,235 (as of March 31, 2003)
 ------------------------------------------------------------------------------
 (Number of shares outstanding of each of the Issuer's classes of common stock)
<PAGE>

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                   into Part I


        Quarterly Reports of the Company on Form 10-QSB for the quarters
           ended March 31, 2002, June 30, 2002 and September 30, 2002


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.

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
<PAGE>

proposed business is not meant to be restrictive of our broad discretion to
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 has 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.

                                        2
<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 the Company does 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. It 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,

                                        3
<PAGE>

the Company's shareholders will in all likelihood hold a substantially lesser
percentage 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 is the
duty of the Company to file audited financial statements as part of its Form 8-K
to be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial statements
included in its annual report on Form 10-K (or 1 0-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,
management contemplates that it 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 additional
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 our
competitors.

Employees

We have no employees at this time except for our officers who receive no
compensation.


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 expects will continue until we complete an
acquisition or merger.

                                        4
<PAGE>

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.


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

During the fourth quarter of the fiscal year ended December 31, 2002 no matters
were 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 the Company's 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 $4,000,000 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 $2,000,000 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.

                                        5
<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 NASD's
over-the-counter ("OTC") market. The OTC market differs from national and
regional stock exchanges in that it (1) is not cited in a single location but
operates through communication of bids, offers and confirmations between
broker-dealers and (2) securities admitted to quotation are offered by one or
more broker-dealers rather than the "specialist" common to stock exchanges. We
may apply for listing on the NASD OTC Bulletin Board or may offer our securities
in what are commonly referred to as the "pink sheets" of the National Quotation
Bureau, Inc. To qualify for listing on the NASD OTC Bulletin Board, an equity
security must have one registered broker-dealer, known as the market maker,
willing to list bid or sale quotations and to sponsor the company for listing on
the Bulletin Board.

If we are unable initially to satisfy the requirements for quotation on the
Nasdaq SmallCap Market or becomes unable to satisfy the requirements for
continued quotation thereon, and trading, if any, is conducted in the OTC
market, a shareholder may find it more difficult to dispose of or to obtain
accurate quotations as to the market value of our securities.

The issued and outstanding shares of our Common Stock were issued in accordance
with the exemptions from registration afforded by Sections 39b) and 4(2) of the
Securities Act of 1933 and Rule 506 promulgated thereunder. As of March 31, 2003
there has been no trading in the Company's Common Stock.

Shareholders

As of December 31, 2002, the number of holders of record of our common stock,
$.001 par value, was approximately 673.

Dividends

We have not paid 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.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following is Management's discussion and analysis of significant factors,
which have affected the Company's financial position and operations during the
fiscal years ended December 31, 2002 ("Fiscal 2002"), and December 31, 2001
("Fiscal 2001"). This discussion also includes events which occurred subsequent
to the end of Fiscal 2001 and contains both historical and forward-looking
statements. When used in this discussion, the words "expect(s)", "feel(s)",
"believe(s)", "will", "may", "anticipate(s)" "intend(s)" and similar expressions
are intended to identify forward-looking statements. Such statements are subject
to certain risks and uncertainties, which could cause actual results to differ
materially from those projected. Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in "Risk Factors".
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Readers are also urged to
carefully review and consider the various disclosures elsewhere in this Report,
which discuss factors which affect our business, including the discussion at the
end of this Management's Discussion and Analysis, under the subcaption "Risk
Factors". This discussion should be read in conjunction with our Consolidated
Financial Statements, respective notes and Selected Consolidated Financial Data
included elsewhere in this Report.

                                        6
<PAGE>

The activities of the Company since its formation in 1991 have been very limited
and have been financed by sources other than from its operations. See "Financial
Statements". The expenses incurred in the last fiscal year were very modest and
related only to professional fees required by our periodic filings. We may raise
funds during the next twelve months in the event we identify a target company
with which we will engage in a business combination. See "DESCRIPTION OF
COMPANY"

Critical Accounting Policies and Estimates

The following discussion and analysis, as well as disclosures included elsewhere
in this Form 10-KSB, are based upon our audited consolidated 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

The Company has maintained a consistent level of liquidity due to the fact that
no significant operating expenses have been incurred and the loans advanced by
the principal stockholders remain with the Company.

Results of Operations

We have not engaged in any recent operating activities, but continue to seek a
business to acquire or with which to merge. See, "DESCRIPTION OF BUSINESS-The
Company".


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.


ITEM 8.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There was no resignation or dismissal of the Company's principal independent
auditors during the two most recent fiscal years and the interim period
subsequent thereto.


                                    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, 2002, 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:

                                        7
<PAGE>

                                                          Date
                                Offices                   Appointed
      Name             Age      Held                      Director
-----------------      ---      -------                   ---------
Pasquale Catizone       62      President                 May 1996
                                Director

Carmine Catizone        57      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.

The Board of Directors has no standing committees.

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

                                        8
<PAGE>

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 our Company was formed. In
such case, a business combination might be negotiated on behalf of the more
suitable or 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 4.
SECURITY OWNERSHIP."

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, 2001, 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.

                  PRINCIPAL SHAREHOLDERS TABLE

                 Name and              Amount and
Title            Address of            Nature of
of               Beneficial            Beneficial      Percent
Class            Owner                 Ownership       of Class(1)
------------------------------------------------------------------

Common      Pasquale Catizone          2,000,000          19.8%
            266 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%
            101/2Walker Avenue
            Morristown, NJ 07960
                                       ---------        ------
                          Total:       8,000,000         79.30%

                                        9
<PAGE>

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, 2002.

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.


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:

     Consolidated Balance Sheet - December 31, 2001 and 2002

     Consolidated Statements of Operations for the years ended
       December 31, 2001 and 2002

     Consolidated Statements of Stockholders' Equity (Deficit) for the
       Years ended December 31, 2001 and 2002

     Consolidated Statements of Cash Flows for the years
       ended December 31, 2001 and 2002


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.

                                       10
<PAGE>

(a)      Exhibits

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

EXHIBIT NUMBER    DESCRIPTION                 LOCATION
--------------------------------------------------------------------------------

(2)               Certificate of Incorporation and By-laws:

2.1               Certificate of Incorporation (filed as an Exhibit to the
                  Company's Form 10-SB on September 8, 2000)

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

(3)               Court Orders

3.1               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 10KSB on April 4, 2002).

3.2               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 10KSB on April 4, 2002).

(b)      Reports on 8-K

The Company did not file any current reports on Form 8-K during the last quarter
for the period covered by this Report.

ITEM 14  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer and Treasurer have reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 240.13a-14(c) and 15d-14(c)) as of a date within 90 days before the
filing date of this quarterly report. Based on that evaluation, they have
concluded that our current disclosure controls and procedures are effective in
providing the material information required to be disclosed in the reports we
file or submit under the Exchange Act.

Changes in Internal Controls

There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we carried out this evaluation.

                                       11
<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 31, 2003


In accordance with Section 15(d) of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the Company
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
            SIGNATURES                                 TITLE                    DATE
            ----------                                 -----                    ----
<S>                                             <C>                       <C>
Principal Executive Officer:

/s/ PASQUALE CATIZONE
-----------------------------------
Pasquale Catizone                               President                 March 31, 2003



Principal Financial and Accounting Officer:

/s/ CARMINE CATIZONE
-----------------------------------
Carmine Catizone                                Secretary, Treasurer      March 31, 2003



A Majority of the Board of Directors:

/s/ PASQUALE CATIZONE
-----------------------------------
Pasquale Catizone                               Director                  March 31, 2003


/s/ CARMINE CATIZONE
-----------------------------------
Carmine Catizone                                Director                  March 31, 2003
</TABLE>


     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, 2002 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.

                                       12
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
  of Hibshman Optical Corporation


We have audited the accompanying balance sheets of Hibshman Optical Corporation
(formerly Fianza Commercial Corp.) as of December 31, 2002 and 2001, and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide 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, 2002 and 2001, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.




                                       SAMUEL KLEIN AND COMPANY


Newark, New Jersey
March 5, 2003

                                       F-1
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                                 BALANCE SHEETS



                                                               December 31,
ASSETS                                                       2002        2001
------                                                     --------    --------

Current Assets:
  Cash and cash equivalents                                $ 46,274    $ 50,086
                                                           --------    --------

        Total Current Assets                                 46,274      50,086
                                                           --------    --------

Total Assets                                               $ 46,274    $ 50,086
                                                           ========    ========


LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
-----------------------------

Current Liabilities:
  Accrued interest payable                                 $  5,286    $    326
  Accounts payable                                           14,160       9,491
                                                           --------    --------
        Total Current Liabilities                            19,446       9,817

Convertible Notes Payable                                    62,000      62,000
                                                           --------    --------

Total Liabilities                                            81,446      71,817
                                                           --------    --------

Stockholders' Equity (Deficit):
  Common stock, $.001 par value, 100,000,000
    shares authorized, 10,088,235 shares issued
    and outstanding at December 31, 2002 and
    2001                                                     10,088      10,088
  Additional paid-in capital                                 19,912      19,912
  Retained earnings (deficit)                               (65,172)    (51,731)
                                                           --------    --------
        Total Stockholders' Equity (Deficit)                (35,172)    (21,731)
                                                           --------    --------

Total Liabilities and Stockholders' Equity (Deficit)       $ 46,274    $ 50,086
                                                           ========    ========


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

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

                                       F-2
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                            STATEMENTS OF OPERATIONS



                                                       For the Years Ended
                                                           December 31,
                                                       2002            2001
                                                   ------------    ------------

Revenues                                           $         --    $         --

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

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

Other Costs:
  General and administrative expenses                    10,447           9,880
                                                   ------------    ------------
        Total Other Costs                                10,447           9,880

Other Income and Expense:
  Interest income (expense) net                          (2,994)         (1,641)
                                                   ------------    ------------

Net Loss before Income Taxes                            (13,441)        (11,521)

Income Taxes                                                 --              --
                                                   ------------    ------------

Net Loss                                           $    (13,441)   $    (11,521)
                                                   ============    ============


Earnings (Loss) Per Share:
  Basic and diluted loss per common 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-3
<PAGE>

                                  HIBSHMAN OPTICAL CORPORATION

                           STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

                         FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



<TABLE>
<CAPTION>
                                    Common Stock
                                  $.001 Par Value
                              -----------------------
                                             Common     Additional    Retained        Total
                                Number        Stock       Paid-In     Earnings    Stockholders'
                               of Shares     Amount       Capital     (Deficit) Equity (Deficit)
                              ----------   ----------   ----------   ----------    ----------
<S>                           <C>          <C>          <C>          <C>           <C>
Balances, January 1, 2001     10,088,235   $   10,088   $   19,912   $  (40,210)   $  (10,210)

Net Loss for the Year Ended
  December 31, 2001                   --           --           --      (11,521)      (11,521)
                              ----------   ----------   ----------   ----------    ----------

Balances, December 31, 2001   10,088,235       10,088       19,912      (51,731)      (21,731)

Net Loss for the Year Ended
  December 31, 2002                   --           --           --      (13,441)      (13,441)
                              ----------   ----------   ----------   ----------    ----------

Balances December 31, 2002    10,088,235   $   10,088   $   19,912   $  (65,172)   $  (35,172)
                              ==========   ==========   ==========   ==========    ==========
</TABLE>


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

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

                                       F-4
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                            STATEMENTS OF CASH FLOWS



                                                           For the Years Ended
                                                               December 31,
                                                            2002         2001
                                                          --------     --------
Cash Flows from Operating Activities:
  Net loss                                                $(13,441)    $(11,521)

  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Interest expense                                       4,960        4,063

    Change in liabilities:
      Increase in accounts payable                           4,669        2,241
                                                          --------     --------

        Net cash used in operating activities               (3,812)      (5,217)
                                                          --------     --------

Net Decrease in Cash and Cash Equivalents                   (3,812)      (5,217)

Cash and Cash Equivalents, beginning of year                50,086       55,303
                                                          --------     --------

Cash and Cash Equivalents, end of year                    $ 46,274     $ 50,086
                                                          ========     ========


Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for:
    Interest                                              $     --     $     --
                                                          ========     ========
    Taxes                                                 $     --     $     --
                                                          ========     ========


Supplemental Disclosure of Non-Cash Financing
  Activity:
    Conversion of accrued interest payable to
      convertible notes payable                           $     --     $ 12,000
                                                          ========     ========


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

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

                                       F-5
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002



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 company that filed for reorganization
under Chapter 11 of the Bankruptcy Act. As a result of an arrangement with the
Bankruptcy Court and PRS, ownership in the Company was provided to the creditors
and stockholders of PRS who received ten percent and five percent, respectively,
of the outstanding stock of the Company upon the sale of the Company and in
contemplation of a merger. In addition, the Company sold eighty-five percent of
the Company's stock to nonaffiliated parties.

The Company will attempt to identify and negotiate with a business target 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 and Cash Equivalents
-------------------------

For financial statement purposes, short-term investments with a maturity of
ninety days or less and highly liquid investments are considered cash
equivalents.

Use of Management's Estimates
-----------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure 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 follows 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 liabilities and assets 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.

                                       F-6
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Continued)



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

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 dilutive common equivalent shares
outstanding, which include convertible debentures, stock options and warrants.

Impairment of Long-Lived Assets
-------------------------------

The Company has adopted Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144).
SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." SFAS 144 requires that if
events or changes in circumstances indicate that the cost of long-lived assets
or asset groups may be impaired, an evaluation of recoverability would be
performed by comparing the estimated future undiscounted cash flows associated
with the asset to the asset's carrying value to determine if a write-down to
market value would be required. Long-lived assets or asset groups that meet the
criteria in SFAS 144 as being held for disposal by sale are reflected at the
lower of their carrying amount or fair market value, less costs to sell.

Comprehensive Income
--------------------

The Company reports components of comprehensive income under the requirements of
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130). This statement establishes rules for the reporting of
comprehensive income and its components which require that certain items such as
foreign currency translation adjustments, unrealized gains and losses on certain
investments in debt and equity securities, minimum pension liability adjustments
and unearned compensation expense related to stock issuances to employees be
presented as separate components of stockholders' equity.

Recent Accounting Pronouncements
--------------------------------

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 addresses financial reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
retirement costs. The adoption of SFAS 143 is effective for fiscal years
beginning after June 15, 2002. The Company does not expect the adoption of SFAS
143 to have a significant impact on the Company's future financial position or
results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections."
SFAS 145 updates; clarifies and simplifies certain accounting pronouncements.
The adoption of SFAS 145 is effective in large part for transactions occurring
after May 15, 2002. SFAS 145 had no impact on the Company's financial position
or results of operations in the year ended December 31, 2002 and the Company
does not expect the adoption of SFAS 145 to have an impact on its future
financial position or results of operations.

                                       F-7
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Continued)



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

Recent Accounting Pronouncements (Continued)
--------------------------------------------

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3. The adoption of SFAS 146 is effective
for exit or disposal activities initiated after December 31, 2002. The Company
does not expect the adoption of SFAS 146 to have a significant impact on its
future financial position or results of operations.

Reclassifications
-----------------

Certain reclassifications have been made to the prior period balances to conform
to the current period's presentation.


2.  CONVERTIBLE NOTES PAYABLE

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 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.


3.  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 are issued
and outstanding at December 31, 2002 and 2001.

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 nonassessable. Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversion 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.

                                       F-8
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Continued)



3.  COMMON STOCK (continued)

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.

                                       F-9
<PAGE>

                                  CERTIFICATION

I, Pasquale Catizone, certify that:

         1.       I have reviewed this annual report on Form 10-KSB of Hibshman
                  Optical Corp.;

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

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

         4.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act rules
                  13a-14 and 15d-14) for the registrant and we have:

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

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

                  c)       presented in this annual report our conclusions about
                           the effectiveness of the disclosure controls and
                           procedures abased on our evaluation as of the
                           Evaluation Date;

         5.       The registrant's other certifying officers and I have
                  disclosed, base on our recent evaluation, to the registrant's
                  auditors and the audit committee of registrant's auditors and
                  the audit committee of registrant's board of directors.

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

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

                                       13
<PAGE>

         6.       The registrant's other certifying officers and I have
                  indicated in this annual report whether or not there were
                  significant changes in internal controls or other factors that
                  could significantly affect controls subsequent to the date of
                  our recent evaluation, including any corrective actions with
                  regard to significant deficiencies and material weaknesses.

         Date: March 31, 2003



         /s/ PASQUALE CATIZONE
         -----------------------------
         Pasquale Catizone
         President
         (Principal Executive Officer)

                                       14
<PAGE>

                                  CERTIFICATION

I, Carmine Catizone, certify that:

         1.       I have reviewed this annual report on Form 10-KSB of Hibshman
                  Optical Corp.;

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

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

         4.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act rules
                  13a-14 and 15d-14) for the registrant and we have:

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

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

                  c)       presented in this annual report our conclusions about
                           the effectiveness of the disclosure controls and
                           procedures abased on our evaluation as of the
                           Evaluation Date;

         5.       The registrant's other certifying officers and I have
                  disclosed, base on our recent evaluation, to the registrant's
                  auditors and the audit committee of registrant's auditors and
                  the audit committee of registrant's board of directors.

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

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

                                       15
<PAGE>

         6.       The registrant's other certifying officers and I have
                  indicated in this annual report whether or not there were
                  significant changes in internal controls or other factors that
                  could significantly affect controls subsequent to the date of
                  our recent evaluation, including any corrective actions with
                  regard to significant deficiencies and material weaknesses.

         Date: March 31, 2003



         /s/ CARMINE CATIZONE
         -----------------------------
         Carmine Catizone
         Treasurer
         (Principal Executive Officer)

                                       16