<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED APRIL 30, 2001

                 TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF
                 THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM
               _______________________ TO _______________________
                             COMMISSION FILE NUMBER

                          CASTLE HILL ASSOCIATES, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                              13-4118626
(STATE OR OTHER JURISDICTION         COMMISSION FILE           (IRS EMPLOYER
      OF INCORPORATION)                     NO.              IDENTIFICATION NO.)

             50 BROADWAY, SUITE 2300, NEW YORK, N.Y.      10004
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)    (ZIP CODE)

         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 785-6200

         Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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. [X] Yes [ ] 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-KSB or any
amendment to this Form 10-KSB. [ ]

         As of August 1, 2001, the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the Registrant was $0.

         At August 1, 2001, there were issued and outstanding 1,000,000 shares
of Common Stock, par value $0.0001.
<PAGE>   2
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Background

Castle Hill Associates, Inc. (the "Company") is a Delaware corporation formed on
April 11, 2000. Its principal place of business is located at 50 Broadway, Suite
2300, New York, New York 10004. The Company was organized to engage in any
lawful corporate business, including but not limited to, participating in
mergers with and acquisitions of other companies. The Company has been in the
developmental stage since inception and has no operating history other than
organizational matters. The company has no operations and in accordance with
Statement of Financial Accounting Standards #7, is considered a development
stage company. All shareholders have held their stock since the Company's
inception. The primary activity of the Company currently involves seeking a
company or companies that it can acquire or with whom it can merge. The Company
has not selected any company as an acquisition target or merger partner and does
not intend to limit potential candidates to any particular field or industry,
but does retain the right to limit candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual stage only. As
such, the Company 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. The proposed business activities described herein classify the Company
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 the Company's securities until such time as the
Company has successfully implemented its business plan.

Business of Issuer

The Company's plan is to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
persons or firms desiring the perceived advantages of a publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company for
investigation and evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material discussions with any
other company with respect to any acquisition of that company. The Company will
not restrict its search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually any kind or
nature. Discussion of the proposed business under this caption is purposefully
general and is not meant to restrict the Company's virtually unlimited
discretion to search for and enter into a business combination. The Company may
seek a combination with a firm which only recently commenced operations, or a
developing company in need of additional funds to expand into new products or
markets or seeking to develop a new product or service, or an established
business which may be experiencing financial or operating difficulties and needs
additional capital which is perceived to be easier to raise by a public company.
In some instances, a business opportunity may involve acquiring or merging with
a corporation which does not need substantial additional cash but which desires
to establish a public trading market for its common stock. The Company may
purchase assets and establish wholly-owned subsidiaries in various businesses or
purchase existing businesses as subsidiaries. Selecting a business opportunity
will be complex and extremely risky. Because of 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
benefits of a publicly-traded corporation. Such perceived benefits of a publicly
traded corporation may include facilitating or improving the terms on which
additional equity financing may be




                                       1
<PAGE>   3
sought, providing liquidity for the principals of a business, creating a means
for providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statues) for all
shareholders, and other items. 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.


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company does not own real property nor does it hold any lease or
other real property interest.


ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any material pending legal proceedings
and has no knowledge that any such proceedings are threatened.


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

         During the fourth quarter of calendar year 2000, no matters were
submitted to a vote of the security holders of the Registrant.


                                    PART II.


Item 5. Market for Common Equity and Related Stockholder Matters

         The Company intends to seek the assistance of a market maker to
initiate a quotation of its securities on the OTC Bulletin Board. To date, there
has been no trading market for the Company's securities.

         All of the Company's 1,000,000 issued and outstanding shares of common
stock are considered "restricted securities" and in the future, may be sold only
in compliance with Rule 144 or in an exempt transaction under the Act unless
registered under the Act. The Company plans to register all of the outstanding
shares of common stock.

         Holders

         As of July 31, 2001, the number of holders of record of common stock,
was five (5).

         Dividend Policy

         The Company does not anticipate paying any cash dividends on its



                                       2
<PAGE>   4
common stock in the foreseeable future because it intends to retain its earnings
to finance the expansion of its business. Thereafter, the declaration of
dividends will be determined by the Board of Directors in light of conditions
then existing, including, without limitation, the Company's financial condition,
capital requirements and business condition.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the condensed
financial statements and notes thereto appearing elsewhere in this report.

OVERVIEW

         Castle Hill Associates, Inc. (the "Company") was incorporated on April
12, 2000 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to its original
shareholders.

         The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.

         The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company with a class
of registered securities. The proposed business activities described herein
classify the Company as a "blank check" company.

PLAN OF OPERATION

         The Company is a blank check company whose plan of operation over the
next twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. The Company will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of the Company will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
the Company's shareholders. For further information on the Company's plan of
operation and business, please consult the Company's registration statement on
Form 10SB-12G available on the EDGAR system of the U.S. Securities and Exchange
Commission.

         The Company does not intend to do any product research or development.
The Company does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset purchase currently is
anticipated. Similarly, the Company does not expect to add additional employees
or any full-time employees except as a result of completing a business
combination, and any such employees likely will be persons already then employed
by the company acquired.

         The Company has entered into an agreement with Capital Advisory
Partners, LLC, a shareholder of the Company, to supervise the search for target
companies as potential candidates for a business combination. The agreement will
continue until such time as the Company has effected a business combination.
Capital Advisory Partners, LLC has agreed to pay all expenses of the Company
without repayment until such time as a business combination is effected.
Patricia A. Meding, who is the sole officer and director of the Company, is the
sole officer and director and controlling shareholder of Capital Advisory
Partners, LLC.

         The Company has engaged in negotiations with Wirelution, Inc.,
("Wirelution") a Canadian corporation, regarding the possibility of a business
combination with the Company. Wirelution is in the business of providing
applications and services for wireless mobile appliances. Although the Company
believes they will be able to enter into a business combination with Wirelution,
there can be no assurance that such an agreement will be entered into.

         Capital Advisory Partners, LLC may only locate potential target
companies for the Company and is not authorized to enter into any agreement with
a potential target company binding the Company. The Company's agreement with
Capital Advisory Partners, LLC is not exclusive and Capital Advisory Partners,
LLC has entered into agreements with other companies similar to the Company on
similar terms. Capital Advisory Partners, LLC may provide assistance to target
companies incident to and following a business combination, and receive payment
for such assistance from target companies.



                                       3
<PAGE>   5
         Capital Advisory Partners, LLC anticipates that it may seek to locate a
target company through solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar persons,
the use of one or more World Wide Web sites and similar methods. No estimate can
be made as to the number of persons who may be contacted or solicited. To date
Capital Advisory Partners, LLC has not made any solicitations, does not
anticipate that it will do so, and expects to rely on referrals from consultants
in the business and financial communities for referrals of potential target
companies.

         COMPETITION. The Company will be in direct competition with many
entities in its efforts to locate suitable business opportunities. Included in
the competition will be business development companies, venture capital
partnerships and corporations, small business investment companies, venture
capital affiliates of industrial and financial companies, broker- dealers and
investment bankers, management and management consultant firms and private
individual investors. Most of these entities will possess greater financial
resources and will be able to assume greater risks than those which the Company,
with its limited capital, could consider. Many of these competing entities will
also possess significantly greater experience and contacts than the Company's
Management. Moreover, the Company also will be competing with numerous other
blank check companies for such opportunities.

         EMPLOYEES. The Company has no employees nor are there any other persons
other than Ms. Meding who devote any time to its affairs. It is not expected
that the Company will have employees except as a result of completing a
combination.

RESULTS OF OPERATIONS

         During the fiscal year ended April 30, 2001, the Company
incurred a net loss of $55,908. This was due to general and administrative
expenses, including professional fees, incurred by the Company in connection
with its formation, the filing of a registration statement on Form 10-SB and
other Filings under the Securities Exchange Act of 1934 (the "Exchange Act").
The Company paid no rent or salaries and had no other operations during the
aforementioned periods or since inception.

LIQUIDITY and CAPITAL RESOURCES

         The Company had no cash on hand at the end of the fiscal year and had
no other assets to meet ongoing expenses or debts that may accumulate. Since
inception, the Company has accumulated a deficit (net loss) of $55,908.

         The Company has no commitment for any capital expenditure and foresees
none. However, the Company will incur routine fees and expenses incident to its
reporting duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. The
Company's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Exchange Act, which should not exceed $10,000 in the next
twelve months. Any travel, lodging or other expenses which may arise related to
finding, investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.

         The Company will only be able to pay its future debts and meet
operating expenses by raising additional funds, acquiring a profitable company
or otherwise generating positive cash flow. As a practical matter, the Company
is unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Capital Advisory Partners, LLC has agreed to pay
all expenses of the Company without repayment until such times as a business
combination is effected. However, it is not certain that Capital Advisory
Partners, LLC will be financially able to do so. The Company has no intention of
borrowing money to reimburse or pay salaries to any officer, director or
shareholder of the Company or their affiliates. There currently are no plans to
sell additional securities of the Company to raise capital, although sales of
securities may be necessary to obtain needed funds. The Securities and Exchange
Commission and certain states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies. The Company does not
plan to issue or sell any shares or take any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan and it is no longer classified as a
blank check company.

         Should Capital Advisory Partners, LLC or other shareholders refuse to
advance needed funds, however, the Company would be forced to turn to outside
parties to either loan money to the Company or buy the Company's securities.
There is no assurance that the Company will be able to raise necessary funds
from outside sources. Such a lack of funds could result in severe consequences
to the Company, including among others:

         (1) failure to make timely filings with the SEC as required by
         the Exchange Act;

         (2) curtailing or eliminating the Company's ability to locate
         and perform suitable investigations of potential acquisitions; or

         (3) inability to complete a desirable acquisition due to lack of funds
         to pay legal and accounting fees and acquisition-related expenses.



                                       4
<PAGE>   6
         The Company hopes to require potential candidate companies to deposit
funds with the Company that it can use to defray professional fees and travel,
lodging and other due diligence expenses incurred by the Company's management
related to finding and investigating a candidate company and negotiating and
consummating a business combination. There is no assurance that any potential
candidate will agree to make such a deposit.

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.


                                       5






<PAGE>   7
ITEM 7. FINANCIAL STATEMENTS

                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)




                                    I N D E X


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----

<S>                                                                         <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      6

BALANCE SHEET
   APRIL 30, 2001                                                             7

STATEMENTS OF OPERATIONS
   YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 11, 2000
   (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001                             8

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
   YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 11, 2000
   (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001                             9

STATEMENTS OF CASH FLOWS
   YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 11, 2000
   (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001                            10

NOTES TO FINANCIAL STATEMENTS                                              11-14
</TABLE>




                                      * * *

<PAGE>   8
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Castle Hill Associates, Inc.


We have audited the accompanying balance sheet of CASTLE HILL ASSOCIATES, INC.
(a development stage company) as of April 30, 2001, and the related statements
of operations, changes in stockholders' equity (deficiency) and cash flows for
the year ended April 30, 2001 and the periods from April 11, 2000 (date of
inception) to April 30, 2000 and 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 financial statements referred to above present fairly, in
all material respects, the financial position of Castle Hill Associates, Inc. as
of April 30, 2001, and its results of operations and cash flows for the year
ended April 30, 2001 and the periods from April 11, 2000 (date of inception) to
April 30, 2000 and 2001, in conformity with accounting principles generally
accepted in the United States of America.




Roseland, New Jersey
August 6, 2001

                                                            J. H. Cohn LLP


                                       6

<PAGE>   9
                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                 APRIL 30, 2001




<TABLE>
<S>                                                                    <C>
                                     ASSETS

Current assets - cash                                                  $     --
                                                                       ========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities - accounts payable                                         $  1,666
                                                                       --------

Stockholders' deficiency:
    Preferred stock, $.0001 par value; 20,000,000 shares
       authorized; none issued
    Common stock, $.0001 par value; 100,000,000 shares
       authorized; 1,000,000 issued and outstanding                         100
    Additional paid-in capital                                           54,142
    Deficit accumulated during the development stage                    (55,908)
                                                                       --------
          Total stockholders' deficiency                                 (1,666)
                                                                       --------

          Total                                                        $     --
                                                                       ========
</TABLE>



See Notes to Financial Statements.


                                       7

<PAGE>   10
                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                   YEAR ENDED APRIL 30, 2001 AND PERIODS FROM
          APRIL 11, 2000 (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001


<TABLE>
<CAPTION>
                                                                        Periods
                                                                         from
                                                                       April 11,
                                                         Year          2000 to
                                                        Ended          April 30,
                                                       April 30,       2000 and
                                                         2001            2001
                                                      ----------      ----------
<S>                                                   <C>             <C>
Revenues                                              $       --      $       --

General and administrative expenses                       55,908          55,908
                                                      ----------      ----------

Net loss                                              $  (55,908)     $  (55,908)
                                                      ==========      ==========

Basic net loss per common share                       $     (.06)
                                                      ==========

Basic weighted average common shares outstanding
   (as adjusted for a 1-for-4 reverse stock split
   effected in January 2001)                           1,000,000
                                                      ==========
</TABLE>




See Notes to Financial Statements.


                                       8

<PAGE>   11
                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
            YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 11, 2000
                 (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001




<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                        Accumulated
                                        Preferred Stock              Common Stock          Additional    During the
                                   ------------------------    ------------------------      Paid-In      Develop-
                                     Shares        Amount        Shares        Amount        Capital     ment Stage      Total
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------
<S>                                <C>           <C>           <C>           <C>           <C>          <C>            <C>
Balance, April 11, 2000
   (date of inception)                     --    $       --            --    $       --    $       --    $       --    $       --

Proceeds from issuance of
   common stock (as adjusted
   for a 1-for-4 reverse stock
   split effected in January
   2001)                                                        1,000,000           100           300                         400
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------

Balance, April 30, 2000                    --            --     1,000,000           100           300            --           400

Capital contribution                                                                           53,842                      53,842

Net loss                                                                                                    (55,908)      (55,908)
                                   ----------    ----------    ----------    ----------    ----------    ----------    ----------

Balance, April 30, 2001                    --    $       --     1,000,000    $      100    $   54,142    $  (55,908)   $   (1,666)
                                   ==========    ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>


See Notes to Financial Statements.

                                       9

<PAGE>   12
                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
            YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 11, 2000
                 (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001


<TABLE>
<CAPTION>
                                                                            Period       Period
                                                                             From         from
                                                                Year       April 11,    April 11,
                                                               Ended        2000 to      2000 to
                                                              April 30,    April 30,    April 30,
                                                                2001         2000         2001
                                                              --------     --------     --------
<S>                                                           <C>          <C>          <C>
Operating activities:
   Net loss                                                   $(55,908)                 $(55,908)
   Expenses paid by stockholder                                 53,842                    53,842
   Accounts payable                                              1,666                     1,666
                                                              --------                  --------
      Net cash used in operating activities                       (400)                     (400)

Financing activities - proceeds from sale of common stock                  $    400          400
                                                              --------     --------     --------

Net increase (decrease) in cash                                   (400)         400           --

Cash, beginning of period                                          400           --           --
                                                              --------     --------     --------

Cash, end of period                                           $     --     $    400     $     --
                                                              ========     ========     ========
</TABLE>



See Notes to Financial Statements.


                                       10

<PAGE>   13
                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Operations and business risk factors:

              Castle Hill Associates, Inc. (the "Company") was incorporated on
              April 11, 2000 to seek, investigate and, if such investigation
              warrants, acquire an interest in a business entity which desires
              to seek the perceived advantages of a corporation which has a
              class of securities registered under the Securities Act of 1933.
              Generally, an issuer who has registered securities under the
              Securities Act of 1933 becomes subject to the periodic and annual
              reporting requirements of the Securities Act of 1934 (and is often
              referred to as a "reporting company"). The Company will not
              restrict its search to any specific business industry or
              geographical location and the Company may participate in a
              business venture of virtually any kind or nature. Management
              anticipates that it will be able to participate in only one
              potential business venture because the Company has nominal assets
              and limited financial resources. This lack of diversification
              should be considered a substantial risk to the stockholders of the
              Company because it will not permit the Company to offset potential
              losses from one venture against potential gains from another.

              The Company may seek a business opportunity with entities which
              have recently commenced operations, or that wish to utilize the
              public marketplace in order to raise additional capital in order
              to expand into new products or markets, develop a new product or
              service or for other corporate purposes.

              The Company anticipates that the selection of a business
              opportunity in which to participate will be complex and extremely
              risky. Management believes (but has not conducted any research to
              confirm) that there are business entities seeking the perceived
              benefits of a company having a class of securities registered
              under the Securities Act of 1933. 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 stockholders 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.

              The Company has, and will continue to have, no capital with which
              to provide the owners of business entities with any cash or other
              assets. The Company relies exclusively on its stockholders for
              liquidity and will only be able to continue as a going concern
              with the financial support of its stockholders. However,
              management believes the Company will be able to offer owners of
              acquisition candidates the opportunity to acquire a controlling
              ownership interest in a reporting company without incurring the
              cost and time required to conduct an initial public offering.
              Management has not conducted market research and is not aware of
              statistical data to support the perceived benefits of a business
              combination for the owners of a target company.

              The Company had not conducted any commercial operations through
              April 30, 2001 and, accordingly, it was in the development stage
              as of that date. Management does not expect the Company to
              generate any revenues until such time that an acquisition of an
              operating company is consummated, if ever.



                                       11

<PAGE>   14
                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 2 - Summary of significant accounting policies:

         Use of estimates:

              The preparation of financial statements requires management to
              make estimates and assumptions that affect certain reported
              amounts and disclosures. Accordingly, actual results could differ
              from those estimates.


         Net earnings (loss) per share:

              The Company presents basic earnings (loss) per share and, if
              appropriate, diluted earnings per share in accordance with the
              provisions of Statement of Financial Accounting Standards No. 128,
              "Earnings per Share." Basic earnings (loss) per common share is
              calculated by dividing net income or loss by the weighted average
              number of common shares outstanding during the period. The
              calculation of diluted earnings per common share is similar to
              that of basic earnings per common share, except that the
              denominator is increased to include the number of additional
              common shares that would have been outstanding if all potentially
              dilutive common shares, such as those issuable upon the exercise
              of stock options, were issued during the period. Diluted per share
              amounts have not been presented in the accompanying statements of
              operations because the Company did not have any potentially
              dilutive common shares outstanding during the year ended April 30,
              2001 and the periods from April 11, 2000 (date of inception) to
              April 30, 2000 and 2001.

              The 1,000,000 weighted average shares outstanding for the year
              ended April 30, 2001 and the periods from April 11, 2000 (date of
              inception) to April 30, 2000 and 2001 shown in the accompanying
              statements of operations have been retroactively adjusted for a
              1-for-4 reverse stock split that was effected on January 11, 2001
              (see Note 3).

         Income taxes:

              The Company accounts for income taxes pursuant to the asset and
              liability method which requires deferred income tax assets and
              liabilities to be computed for temporary differences between the
              financial statement and tax bases of assets and liabilities that
              will result in taxable or deductible amounts in the future based
              on enacted tax laws and rates applicable to the periods in which
              the differences are expected to affect taxable income. Valuation
              allowances are established when necessary to reduce deferred tax
              assets to the amount expected to be realized. The income tax
              provision or credit is the tax payable or refundable for the
              period plus or minus the change during the period in deferred tax
              assets and liabilities.



                                       12


<PAGE>   15
                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 3 - Reverse stock split:

              On December 21, 2000, the stockholders approved a 1-for-4 reverse
              stock split that was effected on January 11, 2001. All share and
              per share amounts have been retroactively restated to give effect
              to the reverse stock split.


Note 4 - Related party transactions:

              The Company has entered into an agreement with Capital Advisory
              Partners, LLC ("CAP") pursuant to which CAP will supervise the
              search for potential target companies for a business combination.
              CAP owns 200,000 shares of the Company's common stock. The
              agreement will continue until such time that the Company has
              consummated a business combination. CAP has agreed to pay all
              expenses of the Company without repayment until such time that a
              business combination is consummated, during the year ended April
              30, 2001, CAP incurred expenses on behalf of the Company totaling
              $53,842 (it did not incur any such expenses prior to that period)
              and, accordingly, the Company recorded a charge to operations and
              a contribution to capital in that amount, when CAP paid these
              expenses.

              CAP has entered into agreements, and anticipates that it will
              enter into other agreements, with other consultants to assist it
              in locating a potential target company and CAP may share its stock
              in the Company with, or grant options on such stock to, such
              referring consultants and may make payment to such consultants
              from its own resources. There is no minimum or maximum amount of
              stock, options or cash that CAP may grant or pay to such
              consultants. CAP is solely responsible for the costs and expenses
              of its activities in seeking a potential target company, including
              any agreements with consultants, and the Company has no obligation
              to pay any costs incurred or negotiated by CAP.

              CAP anticipates that it may seek to locate a target company
              through solicitation. Such solicitation may include newspaper or
              magazine advertisements, mailings and other distributions to law
              firms, accounting firms, investment bankers, financial advisors
              and similar persons, the use of one or more World Wide Web sites
              and similar methods. No estimate can be made as to the number of
              persons who may be contacted or solicited. As of April 30, 2001,
              CAP had not made any solicitations and did not anticipate that it
              would do so. CAP expects to rely on consultants in the business
              and financial communities for referrals of potential target
              companies.

              Patricia A. Meding, who is the sole officer and director of the
              Company, is the sole officer, director and controlling stockholder
              of CAP.


                                       13

<PAGE>   16
                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 5 - Preferred stock:

              Shares of the Company's preferred stock have not been issued as of
              April 30, 2001. Under the Company's Articles of Incorporation, the
              Board of Directors, within certain limitations and restrictions,
              can fix or alter preferred stock dividend rights, dividend rates,
              conversion rights, voting rights and terms of redemption including
              price and liquidation preferences. As of April 30, 2001, the Board
              of Directors has not yet fixed any terms to the preferred stock.


Note 6 - Income taxes:

              As of April 30, 2001, the Company had net operating loss
              carryforwards of approximately $56,000 available to reduce future
              Federal and state taxable income which will expire at various
              dates through 2021. The Company had no material temporary
              differences as of that date. Due to the uncertainties related to,
              among other things, the future changes in the ownership of the
              Company, which could subject those loss carryforwards to
              substantial annual limitations, and the extent and timing of its
              future taxable income, the Company offset the deferred tax assets
              attributable to the potential benefits of approximately $22,400
              related to the net operating loss carryforwards by an equivalent
              valuation allowance as of April 30, 2001.


Note 7 - Fair value of financial statements:

              The Company's financial instruments at April 30, 2001 for which
              disclosure of estimated fair value is required by certain
              accounting standards consisted of accounts payable. In the opinion
              of management accounts payable were carried at fair value because
              of its liquidity and short-term maturity.




                                      * * *




                                       14

<PAGE>   17
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not applicable.


                                    PART III


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

         Our executive officers and directors and their ages as of August 1,
2001 are as follows:

<TABLE>
<CAPTION>
Name                  Age       Title
----                  ---       -----
<S>                   <C>       <C>
Patricia Meding       53        Director and Chairman of the Board of
                                Directors, President and Chief Executive Officer
</TABLE>

         All directors of Castle Hill Associates, Inc. hold office until the
next annual meeting of shareholders or until their successors are elected and
qualified. At present, Castle Hill's Bylaws provide for not less than one
director nor more than fifteen. Currently, there is one directors of Castle
Hill. The Bylaws permit the Board of Directors to fill any vacancy and such
director may serve until the next annual meting of shareholders or until his
successor is elected and qualified. Officers serve at the discretion of the
Board of Directors.

PATRICIA MEDING. Ms. Meding has been Director of the Company since April 11,
2000. Since 1986, Ms. Meding has been Chairman and a Director of MarketView
Financial Group,Inc., a privately-held

                                       15
<PAGE>   18
merchant/investment banking firm, and its predecessor company, Charles W.
McLaughlin, Inc. Ms. Meding is a co-founder, principal and Chairman of Forte
Communications, Inc., a full-service media consulting company founded in 1991.
Ms. Meding is a co-founder, officer and director of Capital Advisory Partners,
LLC, a privately-held, Atlanta-based venture capital firm organized in January
1999. Ms. Meding is a co-founder, officer and director of Capstone Financial
Management, LLC, a privately-held, Atlanta-based full-service financial
management firm organized in May 1999. From 1990 to 1994, she was the founder of
Meding Associates, Inc., which provided consulting services primarily to
American Diversified Enterprises, Inc., a privately-held, family-owned company.
Ms. Meding graduated from Marymount Manhattan College with B.A. in 1975 and
graduated from New York University Bellevue School of Nursing in 1968. Ms.
Meding will devote time to the business of the Company on an "as-needed"
basis, which is expected to require 5-10 hours per month.

         Ms. Meding is the sole officer and director of the Company and the
beneficial owner of one of the Company's shareholders, Capital Advisory
Partners, LLC. The Company has no employees nor are there any other persons than
Ms. Meding who devote any of their time to its affairs. All references herein to
management of the Company are to Ms. Meding. The inability at any time of Ms.
Meding to devote sufficient attention to the Company could have a material
adverse impact on its operations.

ITEM 10. EXECUTIVE COMPENSATION

         Ms. Meding does not receive any compensation for her services rendered
to the Company, nor has she received such compensation in the past. Ms. Meding
has agreed to act without compensation until authorized by the Board of
Directors, which is not expected to occur until the Company has generated
revenues from operations after consummation of a merger or acquisition. To date,
the Company has no funds available to pay directors. Further, none of the
directors are accruing any compensation pursuant to any agreement with the
Company. It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or more members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of management
will not be a consideration in the Company's decision to undertake any proposed
transaction.

         It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein. Persons "associated" with management is meant to
refer to persons with whom management may have had other business dealings, but
who are not affiliated with or relatives of management. No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
have been adopted by the Company for the benefit of its employees.


                                       16
<PAGE>   19
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth the name and address of each officer and
director of the Company and each person who owns beneficially more than five
percent of the Common Stock of the Company, and the number of shares owned by
each such person and by all officers and directors as a group:

<TABLE>
<CAPTION>
                                                         Shares Beneficially
                                                       Owned Prior to Offering
Name, Title and Address                                ------------------------
of beneficial owners                Title of Class      Number          Percent
--------------------------------------------------------------------------------
<S>                                 <C>                <C>              <C>
Patricia Meding                      Common Stock       200,000(1)        20%
CEO, President
and Director
50 Broadway, Suite 2300
New York, NY 10004
--------------------------------------------------------------------------------
All officers and directors
as a group                           Common Stock       200,000           20%

--------------------------------------------------------------------------------
Capital Advisory Partners, LLC(2)    Common Stock       200,000           20%
50 Broadway, Suite 2300
New York, NY 10004
--------------------------------------------------------------------------------
Kilkenny Group, LLC(3)               Common Stock       200,000           20%
420 E. 79th Street
New York, NY 10021
--------------------------------------------------------------------------------
Rathgar LLC(4)                       Common Stock       200,000           20%
215 Forest Haven Drive
Slingerlands, NY 12159
--------------------------------------------------------------------------------
Finglass LLC(5)                      Common Stock       200,000           20%
6 E. 43rd Street, 25th fl
New York, NY 10017
--------------------------------------------------------------------------------
Monkstown LLC(6)                     Common Stock       200,000           20%
404 Crabapple Springs Court
Woodstock, GA 30188
--------------------------------------------------------------------------------
</TABLE>

----------

(1)  Represents shares held by Capital Advisory Partners, LLC. See footnote (2)
     below.

(2)  Ms. Meding is the Managing Member of Capital Advisory Partners, LLC.

(3)  Ms. Judith Adler is the Managing Member of Kilkenny Group, LLC.

(4)  Dr. Stuart Erner is the Managing Member of Rathgar LLC.

(5)  Irwin Goodman is the Managing Member of Finglass LLC.

(6)  Benjamin Giacchino is the Managing Member of Monkstown LLC.


ITEM 12           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check"






                                       17





<PAGE>   20
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the Company's securities
until such time as the Company has successfully implemented its business plan
described herein. Accordingly, each shareholder of the Company has executed and
delivered a "lock-up" letter agreement, affirming that they shall not sell their
respective shares of the Company's common stock until such time as the Company
has successfully consummated a merger or acquisition and the Company is no
longer classified as a "blank check" company. In order to provide further
assurances that no trading will occur in the Company's securities until a merger
or acquisition has been consummated, each shareholder has agreed to place
his/her respective stock certificate with the Company's 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 the Company's securities prior to closing of a merger or acquisition
will be sufficient, there can be no assurances that the procedures established
herein will unequivocally limit any shareholder's ability to sell their
respective securities before such closing.

ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

<TABLE>
<CAPTION>
Number               Description of Document
------               -----------------------
<S>                  <C>
3.1                  Certificate of Incorporation dated April 11, 2000(1)

3.2                  Bylaws(1)

3.3                  Amendment No. 1 to the By-Laws(1)

10.1                 Agreement with Capital Advisory Partners, LLC(1)

10.2                 Lock up agreements(1)
</TABLE>

----------

(1)  Filed as part of the Company's Registration Statement on Form 10-SB, filed
     May 17, 2000.


(b) During the fourth quarter of the fiscal year ended April 30, 2001 the
Company did not file any Reports on Form 8-K.




                                       18
<PAGE>   21
                                   SIGNATURES

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

Castle Hill Associates, Inc.

By:  /s/Patricia Meding
   --------------------
Patricia Meding, President, CEO & Director
Dated: August 14, 2001





                                       19