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, 2003

[ ]    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 18, 2004)
               ---------------------------------------------------
               (Aggregate market value of the voting stock held by
                         non-affiliates of the Issuer)


                        10,088,235 (as of March 18, 2004)
               ---------------------------------------------------
              (Number of shares outstanding of each of the Issuer's
                            classes of common stock)


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

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                   into Part I

               Quarterly Report of the Company on Form 10-QSB for
     the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003

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.

                                        2
<PAGE>

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
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

                                        3
<PAGE>

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.

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.

                                        4
<PAGE>

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
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.

                                        5
<PAGE>

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.

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

During the fourth quarter of the fiscal year ended December 31, 2003 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 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").

                                        6
<PAGE>

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.

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.

                                        7
<PAGE>

Shareholders

As of December 31, 2003, 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.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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.


                                        8
<PAGE>

Results of Operations

The activities of the Company since its formation in 1991 have been limited and
have been financed by sources other than from its operations. See "Financial
Statements". 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 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.

ITEM 8A. CONTROLS AND PROCEDURES

As of December 31, 2003, 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
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, 2003, 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:

                                        9
<PAGE>

                                                                    Date
                                          Offices                   Appointed
       Name                  Age           Held                     Director
---------------------       -----        ---------                  ----------
  Pasquale Catizone           63         President                   May 1996
                                         Director

  Carmine Catizone            58         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).

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.

                                       10
<PAGE>

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
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."

                                       11
<PAGE>

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, 2003, 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%
              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, 2003.

                                       12
<PAGE>

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:

     Balance Sheet - December 31, 2003 and 2002

     Statements of Operations for the years ended
       December 31, 2003 and 2002

     Statements of Stockholders' Equity (Deficit) for the
       Years ended December 31, 2003 and 2002

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

Exhibits

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

                                       13
<PAGE>

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

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.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for fiscal years 2003 and 2002 were $6,335 and $4,920,
respectively, for professional services rendered by Samuel Klein and Company,
the principal accountant for the audit of the Company's annual financial
statements and review of financial statements included in our Form 10-QSB or
services normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years.

Audit Related Fees

No fees were billed in each of the last two fiscal years for any other work
relating to our audit.

Tax Fees

The aggregate fees billed for fiscal years 2003 and 2002 were $1,425 and $600,
respectively, for professional services rendered by Samuel Klein and Company,

                                       14
<PAGE>

the principal accountant for tax compliance, tax advice, and tax planning, for
services relating to the preparation of the Company's federal and state income
tax returns.

All Other Fees

In the past two fiscal years, no other fees were billed for products or services
provided by our principal accountant.

Our Audit Committee approved the engagement of our principal accountant prior to
their rendering any and all audit or non-audit services.



                                       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 22, 2004


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 22, 2004


Principal Financial and Accounting Officer:

/s/ CARMINE CATIZONE
--------------------------------
Carmine Catizone                       Secretary, Treasurer      March 22, 2004



         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, 2003 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

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002







                                       17
<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, 2003 and 2002, 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, 2003 and 2002, 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, 2004


                                       18
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                                 BALANCE SHEETS


                                                           December 31,
ASSETS                                                   2003        2002
------                                                 --------    --------

Current Assets:
  Cash and cash equivalents                            $ 24,076    $ 46,274
  Due from related party                                  3,868          --
                                                       --------    --------
        Total Current Assets                             27,944      46,274
                                                       --------    --------

Total Assets                                           $ 27,944    $ 46,274
                                                       ========    ========

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

Current Liabilities:
  Convertible notes payable - current                  $ 62,000    $     --
  Accrued interest payable                               10,246       5,286
  Accounts payable                                       11,426      14,160
                                                       --------    --------
        Total Current Liabilities                        83,672      19,446

Convertible notes payable - long term                        --      62,000
                                                       --------    --------

Total Liabilities                                        83,672      81,446
                                                       --------    --------
Stockholders' Equity (Deficit):
  Common stock, $.001 par value, 100,000,000
    shares authorized, 10,088,235 shares issued
    and outstanding at December 31, 2003
    and 2002                                             10,088      10,088
  Additional paid-in capital                             19,912      19,912
  Retained earnings (deficit)                           (85,728)    (65,172)
                                                       --------    --------
        Total Stockholders' Equity (Deficit)            (55,728)    (35,172)
                                                       --------    --------

Total Liabilities and Stockholders' Equity (Deficit)   $ 27,944    $ 46,274
                                                       ========    ========

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

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

                                       19
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                            STATEMENTS OF OPERATIONS


                                                    For the Years Ended
                                                         December 31,
                                                     2003            2002
                                                 ------------    ------------

Revenues                                         $         --    $         --

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

Gross Profit                                               --              --
                                                 ------------    ------------
Other Costs:
  General and administrative expenses                  16,223          10,447
                                                 ------------    ------------
        Total Other Costs                              16,223          10,447

Other Income and Expense:
  Interest income (expense) net                        (4,333)         (2,994)
                                                 ------------    ------------

Net Loss before Income Taxes                          (20,556)        (13,441)

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

Net Loss                                         $    (20,556)   $    (13,441)
                                                 ============    ============
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.

                                       20
<PAGE>
<TABLE>
<CAPTION>

                          HIBSHMAN OPTICAL CORPORATION

                   STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                      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, 2002       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)

Net Loss for the Year Ended
  December 31, 2003                     --             --             --        (20,556)        (20,556)
                              ------------   ------------   ------------   ------------    ------------

Balances December 31, 2003      10,088,235   $     10,088   $     19,912   $    (85,728)   $    (55,728)
                              ============   ============   ============   ============    ============
</TABLE>

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

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

                                       21
<PAGE>
<TABLE>
<CAPTION>

                          HIBSHMAN OPTICAL CORPORATION

                            STATEMENTS OF CASH FLOWS

                                                                        For the Years Ended
                                                                           December 31,
                                                                        2003          2002
                                                                     ----------    ----------
<S>                                                                  <C>           <C>
Cash Flows from Operating Activities:
  Net loss                                                           $  (20,556)   $  (13,441)

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

    Change in liabilities
      Increase (decrease) in accounts payable and accrued expenses       (2,734)        4,669
                                                                     ----------    ----------
        Net cash used in operating activities                           (18,330)       (3,812)
                                                                     ----------    ----------
Cash Flows from Investing Activities:                                        --            --
                                                                     ----------    ----------
Cash Flows from Financing Activities:
  Increase in amount due from related party                              (3,868)           --
                                                                     ----------    ----------

        Net cash used in financing activities                            (3,868)           --
                                                                     ----------    ----------

Net Decrease in Cash and Cash Equivalents                               (22,198)       (3,812)

Cash and Cash Equivalents, beginning of year                             46,274        50,086
                                                                     ----------    ----------

Cash and Cash Equivalents, end of year                               $   24,076    $   46,274
                                                                     ==========    ==========

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
                                                                     ==========    ==========
</TABLE>

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

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

                                       22
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 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 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.

                                       23
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (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.

Exit or Disposal Activities
---------------------------

On January 1, 2003 the Company adopted Statement of Financial Accounting
Standards No.146, "Accounting for Costs Associated with Exit of Disposal
Activities" (SFAS 146). SFAS 146 addresses financial and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force Issue No. 94-3. SFAS 146 is effective for exit or disposal activities
initiated after December 31, 2002. The adoption of SFAS 146 had no impact on the
Company's financial position or results of operations for the periods presented
in these financial statements.

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

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

                                       24
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (Continued)


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

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

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, including the criteria for
consideration in determining whether a variable interest entity should be
consolidated. Interpretation No. 46, as revised, is effective for the Company
beginning January 1, 2004. The Company does not expect the adoption of this
interpretation to have a significant impact on its future financial position or
results of operations.

In May, 2003 the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" (SFAS 150).
This statement establishes standards for how an issuer classifies and measures
financial instruments with characteristics of both liabilities and equity. SFAS
150 requires that instruments that are redeemable upon liquidation or
termination of an issuing subsidiary that has a limited life are considered to
be mandatorily redeemable shares in the financial statements of the parent.
Accordingly, those non-controlling interests are required to be classified as
liabilities and recorded at settlement value by this standard. This statement
was effective beginning July 1, 2003 and had no impact on the Company's
financial position or results of operations for the year ended December 31, 2003
nor is it expected to have an impact in the future.

In December, 2003, the FASB revised SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits" (SFAS 132). This statement revised
employers' disclosures about pension plans and other postretirement benefit
plans. It requires additional disclosures to those in the original SFAS 132
about the plan assets, benefit obligations, cash flows and net periodic benefit
cost of defined benefit pension plans and other defined postretirement plans.
This statement is effective for fiscal years ending after December 15, 2003 and
quarters beginning after that date. The Company adopted this statement in 2003
and it had no impact on its financial position or results of operations for that
year, nor is it expected to have an impact in the future.

2.  DUE FROM RELATED PARTY

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

3.  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 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.

                                       25
<PAGE>

                          HIBSHMAN OPTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (Continued)


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 are issued
and outstanding at December 31, 2003 and 2002.

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.

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.


                                       26