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

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

                                   FORM 10-K/A

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   (Mark One)

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

                     For the fiscal year ended June 30, 2002

                                       OR

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

          For the transition period from __________ to _____________

                       Commission file number: 033-28622-A

                   MSU DEVICES INC. (formerly MSU Corporation)
                   -------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

   Delaware                                                    22-2748288
   ----------------------------------------------------------------------
   (State or Other Jurisdiction of                          (I.R.S. Employer
   Incorporation or Organization)                          Identification No.)

                            2901 North Dallas Parkway
                                    Suite 460
   Plano, Texas                                                     75093
   ----------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (972) 473-7543
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

       Securities registered under Section 12(b) of the Exchange Act: None

       Securities registered under Section 12(g) of the Exchange Act: None

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

State the aggregate market value of the voting and non-voting common stock held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing.

         Aggregate market value as of November 15, 2002    $ 326,815

                  Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.

         Common stock, $.01 par value, as of November 15, 2002  66,270,754

                       DOCUMENTS INCORPORATED BY REFERENCE

                  List hereunder the documents incorporated by reference herein
and the Part of the Form 10-K into which the document is incorporated:

         None


<PAGE>



                                     PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

         (a) 1.       Financial Statements

Independent Certified Public Accountants Moore Stephens Lovelace, P.A. audited
the consolidated balance sheets of MSU Devices, Inc. (formerly MSU Corporation)
and subsidiaries as of June 30, 2001 and 2000, and the related consolidated
statements of operations, changes in shareholders' deficit and cash flows for
each of the two years in the period ended June 30, 2001.

Such financial statements, together with the Report of Independent Certified
Public Accountants Moore Stephens Lovelace, P.A., dated September 7, 2001, are
included in the Consolidated Financial Statements of MSU Devices, Inc. and
Subsidiaries that were filed as a part of the Form 10-K of the Company for the
fiscal year ended June 30, 2002 that was filed with the Commission on November
19, 2002.

The Report of Independent Certified Public Accountants Moore Stephens Lovelace,
P.A., dated September 7, 2001, is located on page F-3 of such Consolidated
Financial Statements.

In the process of converting the various parts of the Form 10-K into EDGAR
format, and assembling them into one document, a paragraph was inadvertently
omitted from the Report of Independent Certified Public Accountants Moore
Stephens Lovelace, P.A., dated September 7, 2001, located on page F-3 of the
Consolidated Financial Statements.

The Report of Independent Certified Public Accountants Moore Stephens Lovelace,
P.A., dated September 7, 2001, including the inadvertently omitted paragraph, is
filed with this report and is located on page F-3.


<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                             MSU DEVICES, INC.

                                             Registrant



Date: November 20, 2002                     By  /s/ Robert L. George
                                                --------------------
                                            Robert L. George ,President, Chief
                                            Executive Officer and  Director


Date: November 20, 2002                     By  /s/ Kwok H. Phoon
                                                -----------------
                                            Kwok H. Phoon, Acting Chief
                                            Financial Officer



In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.



Date: November 20, 2002                     By: /s/Jean Belanger
                                               -----------------------
                                               Jean Belanger, Chairman



Date: November 20, 2002                     By:
                                               ----------------------------
                                               Stephan W. Coles, Director


Date: November 20, 2002                     By:
                                              ------------------------------
                                               Jeremy M. Simpson, Director


Date: November 20, 2002                     By: /s/ D. Bruce Walter
                                                ----------------------
                                               D. Bruce Walter, Director


<PAGE>



                                  CERTIFICATION


           With regard to the Form 10-K/A for the fiscal year ending June 30,
2002 (the "periodic report") of MSU Devices, Inc. (the "issuer"),

           I, Robert L. George, certify that:

           1. the periodic report fully complies with the requirement of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, and

2. the information contained in the periodic report fairly presents, in all
material respects, the financial condition and results of operation of the
issuer.


Date:     November 20, 2002                         /s/  Robert L. George
                                                    ---------------------
                                                         Robert L. George,
                                                         Chief Executive Officer


<PAGE>

                                  CERTIFICATION


           With regard to the Form 10-K/A for the fiscal year ending June 30,
2002 (the "periodic report") of MSU Devices, Inc. (the "issuer"),

           I, Kwok H. Phoon, certify that:

           1. the periodic report fully complies with the requirement of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, and

2. the information contained in the periodic report fairly presents, in all
material respects, the financial condition and results of operation of the
issuer.


Date:     November 20, 2002                         /s/  Kwok H. Phoon
                                                    ------------------
                                                         Kwok H. Phoon,
                                                         Acting CFO


<PAGE>



[The Certification on this form that was filed as part of the Form 10-K on
November 19, 2002, inadvertently omitted Paragraph 6. This Certification
includes Paragraph 6. This Certification covers both the Form 10-K and this Form
10-K/A. To the extent this Certification covers the Form 10-K, this
Certification is an amendment of the one filed as part of the Form 10-K on
November 19, 2002.]


                                  CERTIFICATION


I, Robert L. George, certify that:

1. I have reviewed the annual report on Form 10-K of MSU Devices, Inc. (the
"registrant"), filed November 19, 2002, together with this amendment on Form
10-K/A to that annual report. In this Certification, I refer to both of them,
collectively, as "this annual report;"

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state 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 period 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 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 based on our
           evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

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

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                                    /s/ Robert L. George
Date:     November 20, 2002                         ----------------------------
                                                    Robert L. George
                                                    Chief Executive Officer


<PAGE>



[The Certification on this form that was filed as part of the Form 10-K on
November 19, 2002, inadvertently omitted Paragraph 6. This Certification
includes Paragraph 6. This Certification covers both the Form 10-K and this Form
10-K/A. To the extent this Certification covers the Form 10-K, this
Certification is an amendment of the one filed as part of the Form 10-K on
November 19, 2002.]


                                  CERTIFICATION


I, Kwok H. Phoon, certify that:

1. I have reviewed the annual report on Form 10-K of MSU Devices, Inc. (the
"registrant"), filed November 19, 2002, together with this amendment on Form
10-K/A to that annual report. In this Certification, I refer to both of them,
collectively, as "this annual report;"

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state 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 period 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 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 based on our
           evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

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

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:     November 20, 2002                       /s/ Kwok H. Phoon
                                                  ---------------------
                                                  Kwok H. Phoon
                                                  Acting Chief Financial Officer


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
MSU Devices, Inc.
(Formerly MSU Corporation)
Plano, Texas


We have audited the accompanying consolidated balance sheet of MSU Devices, Inc.
(formerly MSU Corporation) and subsidiaries as of June 30, 2001, and the related
consolidated statements of operations, changes in shareholders' equity (deficit)
and cash flows for each of the two years in the period ended June 30, 2001.
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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of MSU Devices, Inc.
(formerly MSU Corporation) and subsidiaries as of June 30, 2001, and the results
of their operations and their cash flows for each of the two years in the period
ended June 30, 2001 in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered, and continues to
suffer, significant losses from its operations, has an accumulated deficit,
continues to have negative cash flow from operations and currently has a limited
customer base. These factors, among others, raise substantial doubt about its
ability to continue as a going concern. Management's plans with regard to these
matters are also described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

                                                   Moore Stephens Lovelace, P.A.

Certified Public Accountants

Orlando, Florida
September 7, 2001



                                      F-3