SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 FORM 10-KSB/A1


(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

[ ] Transitional Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934

                    For the fiscal year ended March 31, 2002

                          Commission File No. 000-32817

                              SAMESSA HOLDING CORP.
                              ---------------------
                 (Name of small business issuer in its charter)

           Colorado                                            84-1381947
           --------                                            ----------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                            12835 East Arapahoe Road
                              Tower One, Penthouse
                                  Englewood, CO
                                 (303) 768-9221
                                 --------------
     (Address, including zip code and telephone number, including area code,
                       of registrant's executive offices)

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

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

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period that the Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                                  Yes     No   x
                                      ---     ---

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

                          (Continued on Following Page)

<PAGE>

Issuer's revenues for its most recent fiscal year: $ -0-.

State the  aggregate  market value of the voting  stock held by  non-affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of January 13, 2003: $0.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: As of January 13, 2003, there were
500,000 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

                 This Form 10-KSB consists of Twenty Six Pages.
                  Exhibit Index is Located at Page Twenty Five.



                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                              SAMESSA HOLDING CORP.

                                                                            PAGE
                                                                            ----

Facing Page
Index

PART I
Item 1.       Description of Business..........................................4
Item 2.       Description of Property..........................................5
Item 3.       Legal Proceedings................................................5
Item 4.       Submission of Matters to a Vote of Security Holders..............5

PART II
Item 5.       Market for the Registrant's Common Equity and
                  Related Stockholder Matters..................................5
Item 6.       Management's Discussion and Analysis of Financial Condition
                  and Results of Operations....................................5
Item 7.       Financial Statements............................................10
Item 8.       Changes in and Disagreements on Accounting
                  and Financial Disclosure....................................19

PART III
Item 9.       Directors, Executive Officers, Promoters and Control Persons,
                  Compliance with Section 16(a) of the Exchange Act...........19
Item 10.      Executive Compensation..........................................20
Item 11.      Security Ownership of Certain Beneficial Owners and Management..21
Item 12.      Certain Relationships and Related Transactions..................21

PART IV
Item 13.      Exhibits and Reports of Form 8-K................................22


SIGNATURES....................................................................23



                                                                               3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Samessa   Holding  Corp.   ("we,"  "our,"  "us,"  or  the   "Company")  was
incorporated  on January  30,  1996,  under the laws of the State of Colorado to
engage in any lawful  corporate  undertaking,  including,  but not  limited  to,
selected  mergers and  acquisitions.  Other than issuing  shares to our original
shareholders, we have never commenced any other operational activities. As such,
we can be defined as a "shell"  company,  whose sole  purpose at this time is to
locate and consummate a merger or acquisition  with a private entity.  Our Board
of Directors has elected to commence  implementation  of our principal  business
purpose,  described  below under "PART II, ITEM 6 - MANAGEMENT'S  DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Plan of Operation."

     During  our fiscal  year  ended  March 31,  2002,  we filed a  registration
statement with the Securities and Exchange  Commission on Form 10-SB pursuant to
the rules and regulations included under the Securities Exchange Act of 1934, as
amended,  wherein we caused to be registered our common stock. This registration
statement   became  effective  on  or  about  July  2001.  The  purpose  of  the
registration  statement was our management's  belief that our primary attraction
as a merger  partner  or  acquisition  vehicle  would be our  status as a public
company.  Any  business  combination  or  transaction  will  likely  result in a
significant   issuance  of  shares  and  substantial  dilution  to  our  present
stockholders.

     The proposed business  activities  described herein classify us as a "blank
check"  company.  Many  states  have  enacted  statutes,  rules and  regulations
limiting the sale of securities of "blank check"  companies in their  respective
jurisdictions.  Management  does not intend to undertake  any efforts to cause a
market  to  develop  in  our  securities  until  such  time  as we  successfully
implemented our business plan described herein.  Relevant  thereto,  each of our
shareholders has executed and delivered a "lock-up" letter agreement,  affirming
that they shall not sell their respective  shares of our common stock until such
time as we have  successfully  consummated a merger or acquisition and we are is
no longer  classified as a "blank check"  company.  In order to provide  further
assurances  that no  trading  will  occur in our  securities  until a merger  or
acquisition  has been  consummated,  each  shareholder has agreed to place their
respective stock  certificate  with the our legal counsel,  who will not release
these  respective  certificates  until such time as legal  counsel has confirmed
that a merger or acquisition has been successfully  consummated.  However, while
management believes that the procedures  established to preclude any sale of our
securities prior to closing of a merger or acquisition will be sufficient, there
can be no  assurances  that the  procedures  established  relevant  herein  will
unequivocally   limit  any  shareholder's   ability  to  sell  their  respective
securities before such closing.

Employees

     We have no full time  employees.  Our officers and directors have agreed to
allocate a portion of their time to our activities, without compensation. In the
event we successfully  consummate the Asset purchase  described in "PART I, ITEM
1" above,  as well as in "PART II,  ITEM 6" below,  it is  anticipated  that our
officers and directors will resign and be replaced in the very near future.

                                                                               4

<PAGE>



ITEM 2.  DESCRIPTION OF PROPERTY

     We have no  properties  and at this time have no  agreements to acquire any
properties. We intend to attempt to acquire assets or a business in exchange for
our  securities,  which assets or business is determined to be desirable for our
objectives.

     We operate from our offices at 12835 E.  Arapahoe  Rd.,  Tower I Penthouse,
Englewood,  Colorado 80112. This space is provided to us on a rent free basis by
Andrew I.  Telsey,  an officer  and  director  and it is  anticipated  that this
arrangement  will remain until such time as we successfully  consummate a merger
or acquisition.  Management believes that this space will meet our needs for the
foreseeable future.

ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened against us of which management is aware.

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

     None

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     (a)  Market  Information.  There is  presently  no  trading  market for our
securities.

     (b) Holders. There are ten (10) holders of our Common Stock.

     (c) Dividends.

         (1)  We have not paid any dividends on any of our securities during the
fiscal year ended March 31, 2002 and we do not foresee  that we  will  have  the
ability to pay a dividend on our Common Stock in the fiscal year ended March 31,
2003.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion  should be read in  conjunction  with our audited
financial  statements and notes thereto included herein. In connection with, and
because  we desire to take  advantage  of the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future operations, strategies, financial results or other

                                                                               5

<PAGE>

developments.  Forward looking  statements are necessarily  based upon estimates
and assumptions that are inherently  subject to significant  business,  economic
and competitive  uncertainties and  contingencies,  many of which are beyond our
control  and many of which,  with  respect  to future  business  decisions,  are
subject to change.  These  uncertainties  and  contingencies  can affect  actual
results and could cause actual results to differ materially from those expressed
in any forward  looking  statements  made by, or on our behalf.  We disclaim any
obligation to update forward looking statements.

     (a) Plan of Operation.
         -----------------

     We intend to seek to acquire assets or shares of an entity actively engaged
in business which generates revenues, in exchange for its securities. We have no
particular  acquisitions  in mind  and have not  entered  into any  negotiations
regarding such an  acquisition.  None of our officers,  directors,  promoters or
affiliates  have  engaged in any  preliminary  contact or  discussions  with any
representative  of any other company regarding the possibility of an acquisition
or merger between us and such other company as of the date of this  Registration
Statement.

     We have  no full  time  employees.  Our  President  and  Treasurer  and our
Secretary  have  agreed to  allocate  a portion  of their  time to our  business
activities,  without  compensation.  These officers anticipate that our business
plan can be implemented by their devoting minimal time per month to our business
affairs and,  consequently,  conflicts of interest may arise with respect to the
limited time  commitment by such  officers.  See "ITEM 5 - DIRECTORS,  EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS - Resumes."

     Our  Articles  of  Incorporation  provide  that we  shall  possess  and may
indemnify  our officers  and/or  directors  for  liabilities,  which can include
liabilities  arising under the securities laws.  Therefore,  our assets, if any,
could  be  used  or  attached  to  satisfy  any  liabilities   subject  to  such
indemnification.  See  "PART  II - ITEM 5 -  INDEMNIFICATION  OF  DIRECTORS  AND
OFFICERS."

General Business Plan

     Our purpose is to seek,  investigate and, if such  investigation  warrants,
acquire an  interest  in business  opportunities  presented  to us by persons or
firms who or which desire to seek the  perceived  advantages  of an Exchange Act
registered  corporation.  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 purposefully  general and is not meant to be restrictive of
our  virtually  unlimited  discretion  to search  for and enter  into  potential
business   opportunities.   Management  anticipates  that  we  may  be  able  to
participate  in only one  potential  business  venture  because we have  nominal
assets and limited  financial  resources.  See "ITEM 7 - 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 may seek a  business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in

                                                                               6

<PAGE>

order 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  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms 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, providing liquidity (subject
to restrictions of applicable  statutes) for all shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  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
extremely difficult and complex.

     We have,  and will  continue to have,  no capital with which to provide the
owners of business  opportunities  with any  significant  cash or other  assets.
However,  management  believes  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.  The owners of the business  opportunities
will,  however,  incur significant legal and accounting costs in connection with
acquisition  of a business  opportunity,  including the costs of preparing  Form
8-K's,  10-K's or 10-KSB's,  agreements and related  reports and documents.  The
Securities  Exchange Act of 1934 (the "34 Act")  specifically  requires that any
merger  or  acquisition   candidate   comply  with  all   applicable   reporting
requirements,  which  include  providing  audited  financial  statements  to  be
included  within the numerous  filings  relevant to  complying  with the 34 Act.
Nevertheless,  our officers and directors have not conducted market research and
are not aware of statistical data which would 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, our officers and directors,  none of whom is a professional
business analyst.  Management intends to concentrate on identifying  preliminary
prospective  business  opportunities  which may be  brought  to their  attention
through  present  associations  of  our  officers  and  directors,   or  by  our
shareholders.  In analyzing prospective business opportunities,  management 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 our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
of acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  Our officers and directors  expect to meet  personally  with
management  and key  personnel  of the  business  opportunity  as part of  their
investigation.  To the extent possible, we intend to utilize written reports and
personal  investigation  to evaluate the above  factors.  We will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

                                                                               7

<PAGE>



     Management, while not especially experienced in matters relating to our new
business,  shall rely upon their own efforts and, to a much lesser  extent,  the
efforts of our shareholders,  in accomplishing our business purposes.  It is not
anticipated  that we  will  utilize  any  outside  consultants  or  advisors  to
effectuate our business purposes described herein. However, if we do retain such
an outside consultant or advisor, any cash fee earned by such party will need to
be  paid by the  prospective  merger/acquisition  candidate,  as we have no cash
assets  with  which to pay such  obligation.  There  have been no  contracts  or
agreements with any outside consultants and none are anticipated in the future.

     We will not  restrict our search for any  specific  kind of firms,  but may
acquire a venture which is in its  preliminary  or development  stage,  which is
already in operation,  or in essentially  any stage of its corporate life. It is
impossible  to predict at this time the status of any  business  in which we 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.  However, we do not intend to obtain funds in one
or more private  placements  to finance the  operation of any acquired  business
opportunity until such time as we have successfully consummated such a merger or
acquisition.

     It is anticipated that we will incur nominal expenses in the implementation
of our business plan described herein.  Because we have no capital with which to
pay these anticipated  expenses,  our present  management will pay these charges
with their  personal  funds,  as interest  free loans to us.  However,  the only
opportunity  which  management  has to have these  loans  repaid  will be from a
prospective  merger  or  acquisition  candidate.  Management  has  agreed  among
themselves that the repayment of any loans made on behalf of us will not impede,
or be made conditional in any manner, to consummation of a proposed transaction.

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.  On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of our company. In addition,  our directors may, as part of the terms of
the acquisition  transaction,  resign and be replaced by new directors without a
vote of our  shareholders  or may sell  their  stock.  Any  terms of sale of the
shares  presently held by our officers and/or directors will be also afforded to
all of our other shareholders on similar terms and conditions.  Any and all such
sales will only be made in  compliance  with the  securities  laws of the United
States and any applicable state.

     It is  anticipated  that any securities  issued in any such  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  we  have
successfully consummated a merger or acquisition and we are no longer considered
a "shell"  company.  Until  such time as this  occurs,  we will not  attempt  to
register

                                                                               8

<PAGE>

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 value of the our  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
structure  the  acquisition  in  a  so-called  "tax-free"  reorganization  under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity. In such event, our shareholders would retain less than 20% of the issued
and  outstanding  shares  of  the  surviving  entity,   which  would  result  in
significant dilution in the equity of such shareholders.

     As  part  of our  investigation,  our  officers  and  directors  will  meet
personally  with  management and key personnel,  may visit and inspect  material
facilities,  obtain independent  analysis of verification of certain information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures,  to the  extent  of our  limited  financial
resources and  management  expertise.  The manner in which we  participate in an
opportunity will depend on the nature of the  opportunity,  the respective needs
and desires of us and other parties,  the management of the  opportunity and our
relative negotiation strength and such other management.

     With respect to any merger or acquisition, negotiations with target company
management  is  expected  to focus on the  percentage  of stock which the target
company shareholders would acquire in exchange for all of their shareholdings 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  following  any merger or
acquisition. The percentage 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 then shareholders.

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

     As stated  hereinabove,  we will not acquire or merge with any entity which
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction.  We are subject to all
of the  reporting  requirements  included  in  the 34  Act.  Included  in  these
requirements  is the  affirmative  duty to file  independent  audited  financial
statements as part of our 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 its annual  report on Form  10-KSB.  If such
audited  financial  statements  are not  available  at  closing,  or within time
parameters  necessary to insure our compliance  with the  requirements of the 34
Act, or

                                                                               9

<PAGE>



if  the   audited   financial   statements   provided  do  not  conform  to  the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of our present  management.  If such transaction is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              10

<PAGE>


                               HENRY SCHIFFER, CPA
                           AN ACCOUNTANCY CORPORATION
                             315 S. BEVERLY DR. #211
                             BEVERLY HILLS, CA 90212





                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


The Board of Directors
Samessa Holding Corp.
Englewood, Colorado

I have audited the accompanying balance sheets of Samessa Holding Corp. ( a
development stage company) as of March 31, 2002, and the related statements of
income and changes in stockholders' equity, and cash flows for the years ended
March 31, 2002 and 2001 and for the period November 4, 1996 (inception). These
financial statements are the responsibility of management. My responsibility is
to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
In my opinion, the financial statements referred to above present fairly, the
financial position of Samessa Holding Corp., a development stage company, for
the dates indicated above and the results of its operations, stockholders'
equity and cash flows for the respective periods then ended in conformity with
generally accepted accounting principles consistently applied. I believe this to
be a "true and fair" reflection of the company's financial affairs. I do not, in
giving this opinion, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or in whose hands it may come save
where expressly agreed by my prior consent in writing.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the Notes to the
financial statements, the Company has sustained losses from initial startup
costs and has a lack of substantial capital that raises doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

S/Henry Schiffer

Henry Schiffer, CPA
An Accountancy Corporation
Beverly Hills, California
January 10, 2003

                                                                              11

<PAGE>









                              SAMESSA HOLDING CORP.


                          (a Development-Stage Company)



                              FINANCIAL STATEMENTS

                                 March 31, 2002














                                                                              12

<PAGE>


                              SAMESSA HOLDING CORP.
                          (A Development Stage Company)
                                  Balance Sheet


                                                                  March 31, 2002
                                                                  --------------

ASSETS                                                               $    0
                                                                     ======

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES - Accounts Payable                                       $  500
                                                                     ------

SHAREHOLDERS' EQUITY

Preferred Stock, $.001 Par Value Authorized 25,000,000 Shares;
Issued and Outstanding -0- Shares                                    $    0

Common Stock, $.0001 Par Value Authorized 100,000,000 Shares;
Issued and Outstanding 500,000 Shares                                    50

Additional Paid In Capital on Common Stock                              450

Deficit Accumulated During The Development Stage                     (1,000)
                                                                     ------

TOTAL SHAREHOLDERS' EQUITY                                             (500)
                                                                     ------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $    0
                                                                     ======


   The Accompanying Notes Are An Integral Part Of These Financial Statements.


                                                                              13
<PAGE>

                              SAMESSA HOLDING CORP.
                          (A Development Stage Company)
                            Statements of Operations

                                                                November
                                                                4, 1996
                                            Year Ended        (Inception)
                                      ---------------------     Through
                                        March      March         March
                                      31, 2002    31, 2001      31, 2002
                                      --------    --------      --------

Revenue                               $      0    $      0      $      0
                                      ========    ========      ========

Expenses
     Office                                  0           0           500
     Professional                          500           0           500
                                      --------    --------      --------

Total                                      500           0         1,000
                                      --------    --------      --------

Net (Loss) Accumulated During
   The Development Stage              $   (500)   $      0      $ (1,000)
                                      ========    ========      ========

Basic (Loss) Per Common Share         $  (0.00)   $   0.00      $  (0.00)
                                      ========    ========      ========

Basic Common Shares Outstanding        500,000     500,000       500,000
                                      ========    ========      ========


   The Accompanying Notes Are An Integral Part Of These Financial Statements.

                                                                              14

<PAGE>

                              SAMESSA HOLDING CORP.
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                                       November
                                                                       4, 1996
                                                     Year Ended      (Inception)
                                                 -------------------   Through
                                                   March     March      March
                                                 31, 2002   31, 2001   31, 2002
                                                 --------   --------   --------

Net (Loss) Accumulated During
  The Development Stage                          $   (500)  $      0   $ (1,000)

Issuance of Common Stock For
  Cash Advances and Services                            0          0        500
Increase (Decrease) in Accounts Payable               500          0        500
                                                 --------   --------   --------

Net Cash Flows Used in Operating Activities             0          0          0
                                                 --------   --------   --------
Cash Flows From Financing Activities:

  Issuance of Common Stock                              0          0          0
                                                 --------   --------   --------
Net Cash Provided by Financing Activities               0          0          0
                                                 --------   --------   --------

Net Increase (Decrease) in Cash                         0          0          0
Cash at Beginning of Period                             0          0          0
                                                 --------   --------   --------

Cash at End of Period                            $      0   $      0   $      0
                                                 ========   ========   ========

Supplementary Disclosure of
Cash Flow Information:

  Non-Cash Financing Activities:
     Common Stock Issued for
     Cash Advances & Services                    $      0   $      0   $    500
                                                 ========   ========   ========



   The Accompanying Notes Are An Integral Part Of These Financial Statements.


                                                                              15
<PAGE>
<TABLE>

                              SAMESSA HOLDING CORP.
                          (A Development Stage Company)
                       Statements of Shareholders' Equity

<CAPTION>
                                                                                   Deficit
                                                                                 Accumulated
                            Number of          Number of             Additional   During The
                             Common    Common  Preferred  Preferred    Paid In   Development
                             Shares     Stock    Shares     Stock      Capital      Stage       Total
                            --------   ------  ---------  ---------    -------   -----------   -------
<S>                         <C>        <C>     <C>        <C>          <C>       <C>           <C>
Balance at November 4, 1996        0   $    0          0  $       0    $     0   $         0   $     0

Issuance of Common Stock:
November 4, 1996 for Cash
  Advances Made on Behalf
  of the Company & Services
  at $.001 Per Share         500,000   $   50          0          0    $   450             0       500

Net (Loss)                         -        -          -          -          -          (500)     (500)
                             -------   ------  ---------  ---------    -------   -----------  --------

Balance at March 31, 1997,
1998, 1999, 2000 and 2001    500,000   $   50          0          0    $   450   $      (500) $      0

Net (Loss)                         -        -          -          -          -          (500)     (500)
                             -------   ------  ---------  ---------    -------   -----------  --------

Balance at March 31, 2002    500,000   $   50          0  $       0    $   450   $    (1,000) $   (500)
                             =======   ======  =========  =========    =======   ===========  ========

</TABLE>


   The Accompanying Notes Are An Integral Part Of These Financial Statements.


                                                                              16

<PAGE>

SAMESSA HOLDING CORP.
(A development Stage Company)
Notes to Financial Statements
For the Fiscal Years ended March 31, 2002 and 2001

Note 1 -  Organization and Summary of Significant Accounting Policies
---------------------------------------------------------------------

Organization:

On November 4, 1996, Samessa Holding Corp. (the Company) was incorporated under
the laws of Nevada to engage in any lawful business or activity for which
corporations may be organized under the laws of the State of Nevada:

Development Stage:

The company entered the Development stage in accordance with SFAS No. 7 on
November 4, 1996. Its purpose is to evaluate, structure and complete a merger
with, or acquisition of a privately owned corporation.

Statement of Cash Flows:

For the purpose of the statement of cash flows, the company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.

Cash paid for interest in fiscal year ended March 31, 2002 and 2001 was $-0-.
Cash paid for income taxes in fiscal year ended March 31, 2002 and 2001 was
$-0-.

Basic  (Loss) per Common Share:

Basic (Loss) per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding for the period.

Use of 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. Actual results could differ from those estimates.

Note 2 - Capital Stock and Capital in Excess of Par Value
---------------------------------------------------------

The Company initially authorized 100,000,000 shares of $.0001 par value common
stock and 25,000,000 shares of $.001 par value preferred stock. On November 4,
1996, the Company issued 500,000 shares of common stock for services valued at
$350 and for cash advances paid on behalf of the Company of $150 for a total of
$500.

                                                                              17
<PAGE>

Note 3 - Related Party Events
-----------------------------

The Company maintains a mailing address at an officers place of business. This
address is located at 12835 East Arapahoe Road, Tower One, Penthouse #803,
Englewood, Colorado. At this time the Company had no need for an office. As of
March 31, 2002 management has incurred a minimal amount of time and expense on
behalf of the Company.

Note 4 - Income Taxes
---------------------

At March 31, 2002, the Company had net operating loss carryforwards available
for financial statement and Federal income tax purposes of approximately $500
which, if not used, will expire in the year ended March 31, 2012.

The Company follows Financial accounting Standards Board Statement No. 109,
"Accounting for Income Taxes" (SFAS #109), which requires, among other things,
an asset and liability approach to calculating deferred income taxes. As of
March 31, 2002, the Company has a deferred tax asset of $150 primarily for its
net operating loss carryforward which has been fully reserved through a
valuation allowance. The change in the valuation allowance for 2002 is $-0-.

Note 5 - Basis of Presentation
------------------------------

In the course of its development activities the Company has sustained continuing
losses and expects such losses to continue for the foreseeable future. The
Company's management plans on advancing funds on an as needed basis and in the
longer term, revenues from the operations of a merger candidate, if found. The
Company's ability to continue as a going concern is dependent on these
additional management advances, and ultimately, upon achieving profitable
operations through a merger candidate.

Note 6 - New Accounting Pronouncement
-------------------------------------

In February 1997, the Financial Accounting  Standards Board  issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share ("SFAS No. 128).
SFAS No. 128 specifies the computation, presentation, and disclosure
requirements of earnings per share and supersedes Accounting Principles Board
Opinion No. 15, Earnings Per Share.  SFAS No. 128 requires dual presentation of
basic and diluted earnings per share.  Basic earnings per share, which excludes
the impact of common stock equivalents, replaces primary earnings per share.
Diluted earnings per share, which utilizes the average market price per share or
ending market price per share when applying the treasury stock method in
determining common stock equivalents, replaces fully-diluted earnings per share.
SFAS No. 128 is effective for the Company for periods ending after December 15,
1997.  However, the Company has a simple capital structure for the periods
presented and therefore, there is no effect on the earnings per share presented
due to the Company's adoption of SFAS No. 128.

                                                                              18
<PAGE>



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

     On July 22, 2002, Horton & Company, L.L.C., our independent accountants for
our fiscal year ended March 31, 2001, resigned. Our financial statements for our
fiscal year ended March 31, 2001 contained a going concern opinion.

     On February 13, 2003,  we engaged the  accounting  firm of Henry  Schiffer,
CPA, to audit our fiscal year ended March 31, 2002, as well as future  financial
statements,  to replace  the firm of Horton & Company,  L.L.C..  This  change in
independent accountants was approved by our Board of Directors.

     There were no disagreements within the last two fiscal years and subsequent
periods with Horton & Company, L.L.C., on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreement(s),  if not  resolved  to the  satisfaction  of  Horton &  Company,
L.L.C.,  would have caused that firm to make  reference in  connection  with its
reports to the subject matter of the disagreement(s) or any reportable events.

                                    PART III

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

     Our Directors and officers as of the date of this report are as follows:

              Name                 Age                   Position
        -----------------          ---         ------------------------------


        Andrew I. Telsey            49         President, Treasurer, Director


        Darlene D. Kell             57         Secretary, Director

     All Directors of our Company will hold office until the next annual meeting
of the shareholders  and until  successors have been elected and qualified.  Our
Officers are elected by our Board of Directors and hold office until their death
or until they resign or are removed from office.

     There are no family  relationships among the officers and directors.  There
is no  arrangement  or  understanding  between  us (or any of our  directors  or
officers)  and any other  person  pursuant  to which such person was or is to be
selected as a director or officer.

         (b) Resumes:

     Andrew  I.  Telsey,  President  and a  director.  Mr.  Telsey  has held his
positions with us since inception. From 1984 through the present, Mr. Telsey has
been employed by Andrew I. Telsey,  P.C.,  Englewood,  Colorado,  a professional
corporation,  engaged  in the  practice  of  law,  emphasizing  securities  law,
mergers,  acquisitions and general business matters. This firm is also our legal
counsel.  Mr. Telsey  received a Juris Doctor  degree from  Syracuse  University
College of Law in

                                                                              19

<PAGE>



1979 and a Bachelor of Arts degree from Ithaca  College in 1975. He devotes only
such time as necessary to our business, which is not expected to exceed 20 hours
per month.

     Darlene D. Kell,  Secretary.  Ms. Kell has held her position  with us since
March 1996.  Since September 1994, Ms. Kell has been employed as a paralegal and
office manager for Andrew I. Telsey, P.C., Englewood, Colorado. She devotes only
such time as necessary to the business of the Company,  which is not expected to
exceed 10 hours per month.

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers,
directors  and person who own more than 10% of our Common  Stock to file reports
of  ownership  and  changes  in  ownership  with  the  Securities  and  Exchange
Commission,  provided  that there were any  changes to such  persons  respective
stock holdings during the previous fiscal year. Based upon information  provided
to us,  there  have been no  changes in the  securities  holdings  of any person
during the past fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of  compensation  for services to us
for the  fiscal  years  ended  March 31,  2002 and 2001 of our  chief  executive
officer.

<TABLE>
                           SUMMARY COMPENSATION TABLE


<CAPTION>
                                                          Long Term Compensation
                                                     ---------------------------------
                               Annual Compensation            Awards           Payouts
                             ----------------------  ------------------------  -------
                                              Other
                                             Annual  Restricted   Securities            All Other
                                             Compen-    Stock     Underlying    LTIP     Compen-
 Name and Principal          Salary   Bonus  sation    Award(s)  Options/SARs  Payouts   sation
      Position         Year    ($)     ($)     ($)       ($)          (#)        ($)       ($)
--------------------   ----  -------  -----  ------  ----------  ------------  -------  ---------
<S>                    <C>   <C>      <C>    <C>     <C>         <C>           <C>      <C>
Andrew I. Telsey,      2002  $0(1)(2) $   0  $    0  $        0        0       $     0  $       0
President, Treasurer   2001  $0(1)(2) $   0  $    0  $        0        0       $     0  $       0
& Director
------------------------
<FN>
(1)  Mr.  Telsey did not receive any salary  during the fiscal years ended March
     31,  2002  and  2001  from us.


(2)  It is not  anticipated  that any of our  executive  officers  will  receive
     compensation  exceeding  $100,000  during the fiscal  year ended  March 31,
     2003,   except  in  the  event  we  successfully   consummates  a  business
     combination.
</FN>
</TABLE>

         We maintain a policy whereby our directors may be compensated for out
of pocket expenses incurred by each of them in the performance of their relevant
duties. We did not reimburse any director for such expenses during fiscal years
2002 or 2001.

                                                                              20

<PAGE>

     In addition to the cash  compensation  set forth above,  we reimburse  each
executive officer for expenses incurred on our behalf on an out-of-pocket basis.
We did not reimburse  any officer for such expenses  during fiscal years 2002 or
2001.

     There  are no bonus  or  incentive  plans  in  effect,  nor are  there  any
understandings in place concerning additional compensation to our officers.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

     (a) and (b) Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the beneficial  ownership of our voting securities by
each  person  known  by us be the  beneficial  owner  of  more  than  5% of such
securities,  as well as by all our  directors  and  officers.  Unless  otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

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

Common             Andrew I. Telsey                   325,000             65%
                   12835 E. Arapahoe Road
                   Tower I Penthouse
                   Englewood, CO  80112

Common             Darlene D. Kell                     25,000              5%
                   12835 E. Arapahoe Road
                   Tower I Penthouse
                   Englewood, CO  80112

Common             All Officers and Directors         350,000             70%
                   as a Group (2 persons)

     The balance of our outstanding Common Shares are held by 8 persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     We  operate  from  offices at 12835 E.  Arapahoe  Rd.,  Tower I  Penthouse,
Englewood,  Colorado 80112. This space is provided to us on a rent free basis by
Andrew I. Telsey, one of our officers and directors,  and it is anticipated that
this  arrangement  will remain until such time as we successfully  consummates a
merger or acquisition.


                                                                              21

<PAGE>

     There  have  been  no  other  related  party  transactions,  or  any  other
transactions or relationships  required to be disclosed  pursuant to Item 404 of
Regulation S-B.

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

     3.1*     Certificate and Articles of Incorporation

     3.2*     Bylaws


     4.1      Form of Lock-Up Agreement Executed by the Company's Shareholders


     99.1     Certification of Financial Statements in Accordance with
              Sarbanes-Oxley Act of 2002.
------------------------

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB, filed on May 29, 2001, and are incorporated by reference herein.

(b)  Reports on Form 8-K

     We did not file any reports on Form 8-K during the three month period ended
March 31, 2002


                                                                              22

<PAGE>

                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the Company  caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized, on January 15, 2003.


                                        SAMESSA HOLDING CORP.
                                        (Registrant)


                                        By:     s/Andrew I. Telsey
                                           ------------------------------------
                                           Andrew I. Telsey, President



     In accordance  with the Exchange  Act,  amended this report has been signed
below by the following persons on behalf of the registrant and in the capacities
indicated on January 15, 2003.


  s/Andrew I. Telsey
----------------------------------------
Andrew I. Telsey, President,
Treasurer and Director


  s/Darlene D. Kell
----------------------------------------
Darlene D. Kell, Secretary and Director


                                 CERTIFICATIONS



I, Andrew I. Telsey, certify that:

     1.   I have reviewed  this amended  annual report on Form 10-KSB of Samessa
          Holding Corp,;

     2.   Based on my knowledge, this amended annual report does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  in  order  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 amended annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information included in this amended annual report,  fairly present in
          all material respects the financial


                                                                              23

<PAGE>




          condition,  results of operations  and cash flows of the Registrant as
          of, and for, the periods presented in this amended annual report;

     4.   I am 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 me by others within
               those  entities,  particularly  during  the  period in which this
               amended annual report is being prepared;

          b.   evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls and  procedures  as of a date within ninety (90) days of
               the filing date of this amended  annual  report (the  "Evaluation
               Date"); and

          c.   presented in this amended annual report my conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               my evaluation as of the Evaluation Date;

     5.   I  have  disclosed,  based  on  my  most  recent  evaluation,  to  the
          Registrant's  auditors  and the Audit  Committee  of the  Registrant's
          Board of Directors (or persons performing the equivalent function):


          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 data
               and have  identified for the  Registrant's  auditors any material
               weakness in internal controls; and

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


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


Dated: January 15, 2003                       s/Andrew I. Telsey
                                              ----------------------------------
                                              Chief Executive Officer and
                                              Chief Financial Officer


                                                                              24

<PAGE>


                              SAMESSA HOLDING CORP.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2002

EXHIBITS                                                                Page No.
--------                                                                --------

     99.1    Certification of Financial Statements in Accordance with
             Sarbanes-Oxley Act of 2002.                                      26



                                                                              25