**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

**FORM 10-KSB**

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ended: December 31, 2001

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934        For the transition period from           to

Commission File number: **0-30689**

**EMISSION CONTROL DEVICES, INC.**

(Exact name of registrant as specified in charter)

|**Nevada**                                                     | **84-0989940**            
|-------------------------------------------------------------- | --------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.)

**4685 S. Highland Dr., Suite 202**

**Salt Lake City, UT 84117**

(Address of principal executive offices)

Issuer's telephone number, including area code: **801-274-1011**

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

Securities Registered under Section 12(g) of the Exchange Act: Common stock having a par value of $.001 per share

Indicate  by check mark  whether the  Registrant  (1) has filed all reports required to be filed by Sections 13 or 15(d) of
the  Securities Exchange Act of 1934  during  the  preceding  12 months  (or for such shorter  period that the Registrant was
required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days.    (1)  Yes [ X ]
No [ ]            (2) Yes [ X ]     No [   ]

Check if there is no 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. [ ]

State Issuer's revenues for its most recent fiscal year:  December 31, 2001  $1,089

State  the   aggregate   market  value  of  the  common  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 May 13, 2002, there were 1,286,964 shares of common voting stock of the  Registrant  held by  non-affiliates.
During the past five years,  there has been a very limited  "public  market"  for  shares of common stock of the Company.
It is therefore difficult to determine the market value of the stock. Based on the last trade reported on The OTC Bulletin
Board for the Company's Common Stock on February 4, 2002, of $1.01 per share, the market value of shares held by
nonaffiliates would be $1,299,834. There are no preferred shares authorized.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

None; Not Applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

|Common Voting Stock | Preferred Stock            
|------------------- | ---------------------------
|May 13, 2001        | May 13, 2001               
|11,486,964          | 0         (None authorized)

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents  Incorporated  by Reference" is contained in Item 13 of this Report.

Transitional Small Business Issuer Format   Yes [ ]    No [X]

FORWARD-LOOKING INFORMATION

THIS FORM 10KSB AND OTHER STATEMENTS ISSUED OR MADE FROM  TIME TO TIME BY THE COMPANY
OR ITS REPRESENTATIVES CONTAIN  STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM  ACT OF
1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING
THE INTENT, BELIEF OR CURRENT EXPECTATIONS  OF THE COMPANY AND MEMBERS OF ITS
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM  THOSE IN FORWARD- LOOKING
STATEMENTS ARE SET FORTH HEREIN. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR
REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE
OF UNANTICIPATED EVENTS OR CHANGES TO  FUTURE OPERATING RESULTS OVER TIME.

**PART I**

**ITEM 1.  DESCRIPTION OF BUSINESS.**

**BUSINESS DEVELOPMENT**

History  - The Company was incorporated under the laws of the State of Colorado on May 16, 1985 with the name of
"Mountain Ashe, Inc." with authorized common stock of 100,000,000 shares with a par value of $0.0001.  On September
23, 1987 the was name  changed to "Holographic Systems, Inc." The Company had been in the business of marketing PC
computers and accessories and during 1997 ceased operations. On February 7, 2000 the Company changed its domicile to
the state of Nevada in connection with a change in par value to  $0.001. On February 7,  2000  the Company completed a
reverse common stock split of one share for 20 outstanding shares. On December 31, 2000 the Company acquired all of the
issued and outstanding stock of Emission Control Devices, Inc., a North Carolina corporation in exchange for 10,000,000
shares of its authorized but unissued common stock. On January 22, 2001 the Company changed its name to Emission
Control Devices, Inc. as a part of the acquisition.

The Company acquired Emission Control Devices in order to obtain licenses and develop the technology relating to
motorcycle emission control devices and industrial forklift emission devices. The licenses were assigned from Unlimited
Technologies International, Inc. The license covering industrial forklifts (South Industrial Equipment d/b/a Envirolift) was
the only license resulting in any sales. To date, however, the sales that have been generated pursuant to the forklift
application have been booked by Unlimited Technologies International, Inc., a private company, with which the Company
shared office and manufacturing space, as well as employees. The Company intended to transition operations and sales
from Unlimited Technologies International, Inc. to the Company, but this did not occur. As a result, the Company ceased
operations in the emissions devices industry in March 2002.

At the present time, the Company intends to seek, investigate, and if warranted, acquire an interest in a business
opportunity. The Company does not propose to restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic
conditions and other factors.

The selection of a business opportunity in which to participate is complex and extremely risky and will be made by
management in the exercise of its business judgement. There is no assurance that the Company will be able to identify and
acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders.

The activities of the Company are subject to several risks which arise primarily as a result of the fact that the Company has
no specific business and may acquire or participate in a business opportunity based on the decision of management which
will, in all probability, act without the consent, vote, or approval of the Company's shareholders.

Sources of Opportunities - It is anticipated that business opportunities may be available to the Company from various
sources, including its officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of
the financial community, and others who may present unsolicited proposals.

The Company will seek a potential business opportunity from all known sources, but will rely principally on personal
contacts of its officers and directors as well as indirect associations between them and other business and professional
people. Although the Company does not anticipate engaging professional firms specializing in business acquisitions or
reorganizations, if management deems it in the best interest of the Company, such firms may be retained. In some
instances, the Company may publish notices or advertisements seeking a potential business opportunity in financial or trade
publications.

Criteria - The Company will not restrict its search to any particular business, industry or geographical location. The
Company may acquire a business opportunity or enter into a business in any industry and in any stage of development. The
Company may enter into a business or opportunity involving a "start-up" or new company. The Company may acquire a
business opportunity in various stages of its operation.

In seeking a business venture, the decision of management of the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific industry, management group, or product or industry, but will
be based upon the business objective of seeking long-term capital appreciation in the real value of the Company.

In analyzing prospective business opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial requirements; the history of operations, if any;
prospects for the future; the nature of present and expected competition; the quality and experience of management services
which may be available and the depth of the management; the potential for further research, development or exploration;
the potential for growth and expansion; the potential for profit; the perceived public recognition or acceptance of products,
services, trade or service marks, name identification; and other relevant factors.

Generally, the Company will analyze all available factors in the circumstances and make a determination based upon a
composite of available facts, without reliance upon any single factor as controlling.

Methods of Participation of Acquisition - Specific business opportunities will be reviewed and, on the basis of that review,
the legal structure or method of participation deemed by management to be suitable will be selected. Such structures and
methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual
arrangements, and may involve a reorganization, merger or consolidation transaction. The Company may act directly or
indirectly through an interest in a partnership, corporation, or other form of organization.

Procedures - As part of the Company's investigation of business opportunities, officers and directors may meet personally
with management and key personnel of the firm sponsoring the business opportunity, visit and inspect material facilities,
obtain independent analysis or verification of certain information provided, check references of management and key
personnel, and conduct other reasonable measures.

The Company will generally request that it be provided with written materials regarding the business opportunity
containing such items as a description of product, service and company history; management resumes; financial
information; available projections with related assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks or service marks or rights thereto; present and proposed
forms of compensation to management; a description of transactions between the prospective entity and its affiliates;
relevant analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; and
other information deemed relevant.

**PRINCIPAL PRODUCTS OR SERVICES AND MARKETS**

None; not applicable

**COMPETITION**

The Company expects to encounter substantial competition in its efforts to acquire a business opportunity. The primary
competition is from other companies organized and funded for similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy individuals.

**DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS**

None; not applicable

**PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS, INCLUDING DURATION**

None; due to nonpeformance, the Company's licenses with Unlimited Technologies International, Inc. were
cancelled effective March 28, 2002.

**NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES**

None; not applicable

**TIME SPENT DURING THE LAST TWO FISCAL YEARS ON RESEARCH AND DEVELOPMENT
ACTIVITIES**

None; not applicable.

**COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS**

None; not applicable.

**NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES**

The Company does not currently have any employees but relies upon the efforts of its officers and directors to conduct the
business of the Company.

**ITEM 2.  DESCRIPTION OF PROPERTY.**

The Company does not own any property. The Company currently utilizes office space, free of charge, from
shareholders of the Company.

**ITEM 3.  LEGAL PROCEEDINGS.**

The Company is not the subject of any pending legal proceedings; and to the knowledge of management,  no
proceedings are presently  contemplated against the Company by any federal, state or local governmental agency.

Further,  to the knowledge of management,  no director or executive officer is party to any action in which any has an
interest adverse to the Company.

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

None.

**PART II**

**ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**

**MARKET INFORMATION**

During the past five years,  there has been a very limited  "public  market"  for  shares of common  stock of the Company.
It is therefore difficult to determine the market value of the stock. Based on the last trade reported on The OTC Bulletin
Board for the Company's Common Stock on April 4, 2002, of $1.01 per share, the market value of shares held by
nonaffiliates would be $1,299,834. There are no preferred shares authorized.

The Company is trading on the OTC Bulletin Board under the symbol "EMCD".

Set forth below are the high and low bid prices for the Company's Common Stock from 1998 to present.

|**Quarter Ended**          | **High Bid** | **Low Bid**
|-------------------------- | ------------ | -----------
|1998 (No trading activity) |              |            
|1999 (No trading activity) |              |            
|                           |              |            
|March 2000                 | .001         | .001       
|June 2000                  | .001         | .001       
|September 2000             | .001         | .001       
|December 2000              | 5.00         | .001       
|                           |              |            
|March 2001                 | 5.00         | 1.062      
|June 2001                  | 1.06         | .35        
|September 2001             | .35          | .35        
|December 2001              | 1.10         | .35        
|                           |              |            
|March 2002                 | 1.01         | 1.01       

**HOLDERS**

The number of record holders of the Company's  common stock as of April 5, 2002, was 120; this  number does  not
include  an  indeterminate  number  of stockholders  whose  shares are held by brokers  in street name.  The number of
stockholders  has been  substantially  the same during the past five years.

**DIVIDENDS**

There are no present  material  restrictions  that limit the ability of the Company  to pay  dividends  on common  stock
or that are  likely to do so in the future. The Company has not paid any dividends with respect to its common stock, and
does not intend to pay dividends in the foreseeable future.

**RECENT SALES OF UNREGISTERED SECURITIES**

None

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

**GENERAL**

The Company is a development stage company. Prior to January 2001, the Company had no material operations, and there
are accordingly no meaningful comparisons with operating results from prior periods.

On December 31, 2000, the Company acquired 100% of the common shares of Emission Control Devices, Inc.
("ECD"), a North Carolina corporation, by issuing 10,000 common shares.  The Company then changed its name to
Emission Control Devices, Inc., on January 22, 2001.

The Company acquired Emission Control Devices in order to obtain licenses and develop the technology relating to
motorcycle emission control devices and industrial forklift emission devices. The licenses were assigned from Unlimited
Technologies International, Inc. The license covering industrial forklifts (South Industrial Equipment d/b/a Envirolift) was
the only license resulting in any sales. To date, however, the sales that have been generated pursuant to the forklift
application have been booked by Unlimited Technologies International, Inc., a private company, with which the Company
shared office and manufacturing space, as well as employees. The Company intended to transition operations and sales
from Unlimited Technologies International, Inc. to the Company, but this did not occur. As a result, the Company ceased
operations in the emissions devices industry in March 2002.

The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues.
The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an
acquisition. None of the Company's officers, directors, promoters or affiliates have engaged in any substantive contact or
discussions with any representative of any other company regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this quarterly report.  The Board of Directors intends to obtain certain
assurances of value of the target entity's assets prior to consummating such a transaction.  Any business combination or
transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the
Company.

The Company has, 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 the Company 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 acquisition candidate will,
however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity,
including the costs of preparing Form 8-K's, 10-KSB's, 10-QSB's, agreements and related reports and documents.

**LIQUIDITY AND CAPITAL RESOURCES**

The Company remains in the development stage and has experienced no significant change in liquidity or capital resources
or stockholder's equity since re-entering of Development Stage. The Company's balance sheet as of December 31, 2001,
reflects a total asset value of $0.00. The Company has no cash or line of credit, other than that which present management
may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected.  The Company
will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business combination or whether its capital will be further
depleted by the operating losses (if any) of the business entity which the Company  may eventually acquire.

**RESULTS OF OPERATIONS**

During the period from January 1, 2001 through December 31, 2001, the Company has engaged in no significant
operations other than maintaining its reporting status with the SEC and seeking a business combination.  Revenues of
$1,089 were received by the Company during this period.

From inception through December 31, 2001, the Company expended approximately $3,444 in professional fees and
expenses. Those fees included legal fees (including general corporate, securities and intellectual property counsel); audit
fees; and consulting fees.

The Company anticipates that until a business combination is completed  with an acquisition candidate, it will not generate
additional revenues, and may continue to operate at a loss after completing a business combination, depending upon the
performance of the acquired business.

**NEED FOR ADDITIONAL FINANCING**

Based upon current management's willingness to extend credit to the Company and/or invest in the Company until a
business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company's
cash needs required for the costs of compliance with the continuing reporting requirements of the Securities Exchange Act
of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite
period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it
anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business
combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to
complete a business combination, and once a business combination is completed, the Company's needs for additional
financing are likely to increase substantially.  In addition, as current management is under no obligation to continue to
extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will
continue or that it will continue to be sufficient for future periods.

**ITEM 7.  FINANCIAL STATEMENTS.**

**AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF EMISSION CONTROL DEVICES, INC. AND
SUBSIDIARY FOR THE PERIOD ENDED DECEMBER 31, 2001**

The financial statements of the Company are included following the signature page of this form 10-KSB.

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

None; not applicable.

**PART III**

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

**IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS**

The following table sets forth, the names and the nature of all positions and offices held by all directors and executive
officers of the Company for the Company year ending December 31, 2001 and to the date hereof,  and the period or periods
during which each such  director or executive officer served in his or her respective positions.

The following officers and directors resigned March 28, 2002:

|**Name and age**       | **Position and background**                                                                                                                                                                                                     
|---------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Russell A. Masters, 38 | President and Director                                                                                                                                                                                                          
|                       | Mr. Masters is the President of Unlimited Technologies
International, Inc., a company engaged in research,
development, manufacturing and sales of emission control
devices for automobiles and other applications.             
|Anette Roak, 35        | Vice President and Director                                                                                                                                                                                                     
|                       | Since 1993 Ms. Roark has been the Executive Vice
President for Unlimited Technologies International, Inc.
She attended Gardner Webb University.                                                                                 
|Carolyn Perry, 35      | Secretary, Treasurer and Director                                                                                                                                                                                               
|                       | Ms. Perry has been in the accounting industry for the past
twenty years, most recently as the accountant for Unlimited
Technologies International, Inc., since 1996.  She attended
Old Dominion University in Norfolk, Virginia.

The following officer and director was re-elected as the sole officer and director March 28, 2002:

|Justeene Blankenship, 43 | Sole Officer and Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         | Ms. Blankenship is Chief Financial Officer of Pacific
Management Services, Inc., a mergers and acquisitions
company, with over fifteen years of experience working
with the financial side of publicly-traded corporations,
including directing accountants and attorneys. She has had a
diverse background working with computer hardware,
mortgage banking and real estate industries and has had
extensive experience in Initial Public Offerings and assisting
with reverse mergers. Early in her career, Ms. Blankenship
ran Blankenship & Associates, an accounting firm whose
main focus was small companies.

**TERM OF OFFICE**

The term of office of the current directors shall continue until new directors are elected or appointed.

**FAMILY RELATIONSHIPS**

None of the present officers and directors have any family relationship between one another.

**INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS**

During the past five years,  no present or former  director,  person  nominated to become a director, executive officer,
promoter or control person of the Company:

(1) Was a general  partner  or  executive  officer  of any  business  by or against  which any  bankruptcy petition was filed,
whether at the time of such filing or two years prior thereto;

(2) Was  convicted  in a  criminal  proceeding  or named the  subject  of a pending  criminal  proceeding (excluding  traffic
violations  and other minor offenses);

(3) Was the  subject of any order,  judgment  or decree,  not subsequently reversed,  suspended  or vacated,  of  any  court
of  competent  jurisdiction, permanently or temporarily enjoining,  barring, suspending or otherwise limiting his
involvement in any type of business,  securities or banking activities;  and

(4) Was the  subject of any order,  judgment  or decree,  not  subsequently reversed,  suspended  or vacated,  of any federal
or state authority  barring, suspending or otherwise  limiting for more than 60 days the right of such person to engage in
any activity  described  above under this Item, or to be associated with persons engaged in any such activity;

(5) Was found by a court of competent jurisdiction (in a civil action), the Commission  or the Commodity  Futures  Trading
Commission  to have  violated a federal or state  securities or  commodities  law, and the judgment has not been reversed,
suspended, or vacated.

**COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT**

Russell A. Masters, President of the Company, owns approximately 52% of the Company's issued and outstanding shares,
has not filed a Form 3 or Form 5. Star Fish Foundation, a shareholder which owns approximately 24% of the Company's
issued and outstanding shares has not filed a Form 3 or Form 5. No other director,  executive  officer or 10%  shareholder
of the  Company has effected any  transactions in the Company's  securities  through the date of filing this report.

**ITEM 10.  EXECUTIVE COMPENSATION**.

On November 2, 2000 the Company issued 200,000 shares of its common stock to an officer for services rendered and
payment of expenses, valued at $200.

No current or prior officer or director has received any other  remuneration or compensation from the Company in the past
three years, nor has any member of the Company's management been granted any option or stock appreciation right.
Accordingly,  no tables relating to such items have been included within this Item.

**COMPENSATION OF DIRECTORS**

There are no arrangements  pursuant to which any of the Company's directors were compensated  during the Company's
last completed fiscal year or the previous two  fiscal  years  for any  service  provided  as  director.

**TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT**

There are no compensatory  plans or arrangements,  including payments to be received  from the  Company, with
respect to any former employees, officers or directors which  would in any way result in payments to any such  person
because  of his  or  her  resignation,  retirement  or  other termination of such person's employment with the Company or its
subsidiaries, or any  change  in  control  of  the Company, or a change  in  the person's responsibilities following a change
in control of the Company.

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

**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS**

The following  table sets forth the  shareholdings  of those persons who own more than five percent of the Company's
common stock as of the date hereof:

|**Name and Address**                       | **# of Shares** | **% of Class**
|------------------------------------------ | --------------- | --------------
|Russell A. Masters                         | 6,000,000       | 52.23 %       
|Star Fish Foundation                       | 2,800,000       | 24.38%        
|Unlimited Technologies International,
Inc. | 1,000,000(1)    | 8.71%         

(1) Russell A. Masters is President of Unlimited Technologies International, Inc.

**SECURITY OWNERSHIP OF MANAGEMENT**

The following table sets forth the shareholdings of the Company's directors and executive officers as the date hereof:

|                                                           | **# of Shares** |              |               
|---------------------------------------------------------- | --------------- | ------------ | --------------
|**Name**                                                   | **Direct**      | **Indirect** | **% of Class**
|Justeene Blankenship                                       | 200,000         | 0            | 1.74 %        
|                                                           | _________       | _________    | _________     
|All directors and executives
officers as a group: 1 person | 200,000         | 0            | 1.74 %        

**CHANGES IN CONTROL**

On March 28, 2002, the officers and directors of Emission Control Devices, Inc. resigned and Justeene Blankenship was
re-elected as the sole officer and director.

**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**

**TRANSACTIONS WITH MANAGEMENT AND OTHERS**

None; not applicable

**CERTAIN BUSINESS RELATIONSHIPS**

None; not applicable

**INDEBTEDNESS OF MANAGEMENT**

None; not applicable

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

**DOCUMENTS INCORPORATED BY REFERENCE**

None; not applicable.

**REPORTS ON FORM 8-K**

No report have been filed on Form 8-K.

**EXHIBITS**

No exhibits are attached to this 10-KSB.

**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.

EMISSION CONTROL DEVICES, INC.

Date: May 13, 2002      By /s/ Justeene Blankenship

Justeene Blankenship, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this  Report has been  signed below by
the  following  persons on behalf of the Registrant and in the capacities and on the dates indicated:

Date: May 13, 2002                /s/ Justeene Blankenship

Justeene Blankenship, Director

**EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY**

[A Development Stage Company]

**FINANCIAL STATEMENTS**

**DECEMBER 31, 2001**

**ANDERSON ANDERSON & STRONG, L.C.**                                          941 East 3300 South, Suite 202

**Certified Public Accountants and Business Consultants**                         Salt lake City, Utah 84106

Member SEC Practice Section of the AICPA                                               Telephone 801-486-0096

Fax 801-486-0098

Board of Directors

Emission Control Devices, Inc. and Subsidiary

Salt Lake City, Utah

**REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS**

We have audited the accompanying consolidated balance sheets of Emission Control Devices, Inc. and Subsidiary
(development stage company) at December 31, 2001, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year ended December 31, 2001 and the period November 9, 2000 (date of inception of
subsidiary) to December 31, 2000 and the period January 1, 1997 (date of inception of development stage of parent) to
December 31, 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, an 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 over all financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Emission Control Devices, Inc. and Subsidiary at December 31, 2001 and the results of operations and cash
flows for the year ended December 31, 2001 and the period November 9, 2000 to December 31, 2000 and the period
November 9, 2000 to December 31, 2001 in conformity accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
The Company will need working capital for its planned activity, which raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are described in Note 4. These financial statements do
not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anderson, Anderson & Strong

Salt Lake City, Utah

April 26, 2002

**EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY**

( Development Stage Company )

**CONSOLIDATED BALANCE SHEETS**

**December 31, 2001**

========================================================================

|**ASSETS**                                                                                        |         
|------------------------------------------------------------------------------------------------- | --------
|**CURRENT ASSETS**                                                                                |         
|Cash                                                                                              | $   -   
|                                                                                                  | _______ 
|Total Current Assets                                                                              | -       
|                                                                                                  | ======= 
|**LIABILITIES AND STOCKHOLDERS' EQUITY**                                                          |         
|**CURRENT LIABILITIES**                                                                           |         
|Accounts payable                                                                                  | $    -- 
|                                                                                                  | ________
|Total Current Liabilities                                                                         | -       
|                                                                                                  | ________
|**STOCKHOLDERS' EQUITY**                                                                          |         
|Common stock 100,000,000 shares authorized, at $.001 par
value; 11,486,964 issued and outstanding | 11,487  
|Capital in excess of par value - deficiency - Note 3                                              | (6,177) 
|Deficit accumulated during development stage - Note 3                                             | (5,310) 
|                                                                                                  | ________
|Total Stockholders' Deficiency                                                                    | $      -
|                                                                                                  | ________
|                                                                                                  | $      -
|                                                                                                  | ========

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

**EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY**

( Development Stage Company )

**CONSOLIDATED STATEMENTS OF OPERATIONS**

**For the Year Ended December 31, 2001 and the Period November 9, 2000 (date of inception of
subsidiary - note 3) to December 31, 2000 and the period November 9, 2000 to December 31, 2001**

==========================================================================



|                               | **December 31, 2001** | **December 31, 2000** | **November 9, 2000 to
December 31, 2001**
|------------------------------ | --------------------- | --------------------- | -----------------------------------------
|**REVENUE**                    | $1,089                | $ 0                   | $1,089                                   
|                               |                       |                       |                                          
|**EXPENSES**                   | 3,646                 | 2,753                 | 6,399                                    
|                               | _________             | _________             | _________                                
|**NET LOSS**                   | $(2,557)              | $(2,753)              | $(5,310)                                 
|                               | ========              | ========              | ========                                 
|**NET LOSS PER
COMMON SHARE**  |                       |                       |                                          
|                               | $     -               | $     -               |                                          
|                               | _________             | _________             |                                          
|**AVERAGE
OUTSTANDING SHARES** |                       |                       |                                          
|Basic    (States in 1000's)    | 11,487                | 320                   |                                          
|                               | _________             | _________             |                                          

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



**EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY**

(Development Stage Company)

**STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - PARENT**

**For the Period January 1, 1997 (date of inception of development stage)** **to December 31, 2001**

==========================================================================



|                                                                                                                  | **Common Stock** |            | **Capital in Excess of
Par Value** | **Accumulated Deficit**
|----------------------------------------------------------------------------------------------------------------- | ---------------- | ---------- | ---------------------------------- | -----------------------
|                                                                                                                  | **Shares**       | **Amount** |                                    |                        
|**Balance, January 1,
1997**                                                                                      | 136,964          | $ 137      | $ 791,204                          | $ (245,458)            
|Net operating loss for
the year ended
December 31, 1997 -
parent                                                  | -                | -          | -                                  | (543,271)              
|Net operating loss for
the year ended
December 31, 1998 -
parent                                                  | -                | -          | -                                  | (1,975)                
|Contributions to capital
- settlement of debt -
related parties                                                   | -                | -          | 151,865                            | -                      
|Net operating loss for
year ended December
31, 1999 - parent                                                      | -                | -          | -                                  | (154,019)              
|Issuance of common
stock for services at
$.02 - January 25, 2000                                                  | 50,000           | 50         | 950                                | -                      
|Issuance of common
stock for services at
$.001 - November
2000                                                    | 800,000          | 800        | -                                  | -                      
|Contribution to capital-
expenses -related
parties                                                                | -                | -          | 3,057                              | -                      
|Net operating loss for
year ended December
31, 2000 - parent                                                      | -                | -          | -                                  | (3,340)                
|Issuance of common
stock for all
outstanding stock of
Emission Control
Devices, Inc. -
December 31, 2000 -
Note 3 | 10,500,000       | 10,500     | (957,563)                          | 948,063                
|Net operating loss for
the period November 9,
2000 to December 31,
2000 - subsidiary -
Note 3                     | -                | -          | -                                  | (2,753)                
|                                                                                                                  | _________        | _________  | _________                          | _________              
|**Balance, December
31, 2000**                                                                                    | 11,486,964       | 11,487     | (10,487)                           | (2,753)                
|Forgiveness of debt -
related parties                                                                             | -                | -          | 4,310                              | -                      
|Net operating loss for
the year ended
December 31, 2001                                                           | -                | -          | -                                  | (2,557)                
|                                                                                                                  | _________        | _________  | _________                          | _________              
|Balance, December 31,
2001                                                                                        | 11,486,964       | 11,487     | (6,177)                            | (5,310)                
|                                                                                                                  | ========         | ========   | ========                           | ========               

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

**EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY**

( Development Stage Company )

**CONSOLIDATED STATEMENT OF CASH FLOWS**

**For the Year Ended December 31, 2001 and the Period November 9, 2000 (date of inception of the
subsidiary) to December 31, 2000 and the Period November 9, 2000 to December 31, 2001**

=========================================================================

|                                                                                | **December 31, 2001** | **December 31, 2000** | **November 9, 2000 to
December 31, 2001**
|------------------------------------------------------------------------------- | --------------------- | --------------------- | -----------------------------------------
|**CASH FLOWS FROM
OPERATING
ACTIVITIES**                                        |                       |                       |                                          
|Net loss                                                                        | $(2,557)              | $(2,753)              | $(5,310)                                 
|Adjustments to reconcile net
loss to net cash provided by
operating activities: |                       |                       |                                          
|Changes in accounts
payable                                                     | (2,700)               | 2,700                 | -                                        
|                                                                                | _________             | _________             | _________                                
|Net Cash Used in
Operations                                                     | (5,257)               | (53)                  | (5,310)                                  
|                                                                                | _________             | _________             | _________                                
|**CASH FLOWS FROM
INVESTING ACTIVITIES**                                        | -                     | -                     | -                                        
|                                                                                | _________             | _________             | _________                                
|**CASH FLOWS FROM
FINANCING ACTIVITIES**                                        |                       |                       |                                          
|Contributions to capital -
related parties                                      | 4,310                 | -                     | 4,310                                    
|Proceeds from issuance of
common capital stock                                  | -                     | 1,000                 | 1,000                                    
|                                                                                | _________             | _________             | _________                                
|Net Increase (Decrease) in
Cash                                                 | (947)                 | 947                   | -                                        
|Cash at Beginning of Period                                                     | 947                   | -                     | -                                        
|                                                                                | _________             | _________             | _________                                
|Cash at End of Period                                                           | $     -               | $  947                | $   -                                    
|                                                                                | ========              | ========              | ========                                 
|**NON CASH FLOWS
FROM OPERATING AND
FINANCING ACTIVITIES**                      |                       |                       |                                          
|Contributions to capital -
expenses - related parties                           |                       |                       | $7,367                                   
|Settlement of debt - related
parties                                            |                       |                       | 151,865                                  
|Issuance of common stock
for services                                           |                       |                       | 1,800                                    

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

**EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY**

**NOTES TO FINANCIAL STATEMENTS**

==========================================================================

**1.   ORGANIZATION**

The Company was incorporated under the laws of the State of Colorado on May 16, 1985 with the name of "Mountain
Ashe, Inc." with authorized common stock of 100,000,000 shares with a par value of $0.0001.  On September 23, 1987 the
was name  changed to "Holographic Systems, Inc." and on February 7, 2000 the domicile was changed to the state of
Nevada in connection with a change in par value to  $0.001. On January 22, 2001 the Company changed its name to
Emission Control Devices, Inc. as a part of the acquisition of all of the outstanding stock of Emission Control Devices, Inc.
(a North Carolina corporation). Note 3

On February 7,  2000  the Company completed a reverse common stock split of one share for 20 outstanding shares. This
report has been prepared showing after stock split shares with a par value of $.001 from inception.

The Company had been in the business of marketing PC computers and accessories and during 1997 ceased operations and
after 1996 the Company is considered to be a development stage company.

**2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not adopted a policy regarding payment of dividends.

Income Taxes

At December 31, 2001  the Company  had a  net operating loss  carry forward of  $5,310. The income tax benefit of $1,593
from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is
undeterminable since the Company has no operations. The loss carryover will expire in 2022.

Earnings (Loss) Per Share

Earnings (loss) per share amounts are computed based on the weighted average number of common shares actually
outstanding, after stock splits.

**EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY**

**NOTES TO FINANCIAL STATEMENTS**

==========================================================================

**2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**(continued)

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted
accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the
estimates that were assumed in preparing these financial statements.

Principals of Consolidation

The consolidated financial statements shown in this report excludes the historical operating information of the parent
before December 31, 2000, and includes the operating information of the subsidiary from its inception.

All intercompany transactions have been eliminated.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact
on the total stockholder's equity.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on
its  financial statements.

**EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY**

**NOTES TO FINANCIAL STATEMENTS**

==========================================================================

**3. ACQUISITION OF ALL OUTSTANDING STOCK OF EMISSION CONTROL DEVICES, INC.**

On December 31, 2000 the Company (parent) completed the acquisition of all the outstanding stock of Emission Control
Devices, Inc. (subsidiary), by a stock for stock exchange in which the stockholders of the subsidiary received 10,000,000
shares of the parent representing 91% of the outstanding stock of the parent. For reporting purposes, the acquisition is
treated as an acquisition of the parent by the subsidiary (reverse acquisition) and a recapitalization of the subsidiary. The
historical operating information prior to December 31, 2000 is that of the subsidiary. The only asset owned by the
subsidiary was a license agreement described below. No good will was recognized from the acquisition.

The subsidiary was organized in the state of North Carolina on November 9, 2000 for the purpose of developing and
marketing an exclusive licensing agreement, obtained from a related party, covering an emission control device.

**4.  GOING CONCERN**

The Company will need additional working capital for its planned activity.

Continuation of the Company  as a going concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will accomplish this objective through additional
equity funding and long term financing which will enable the Company to operate for the coming year.

**5. RELATED PARTY TRANSACTIONS**

Officer-directors have acquired 93% of the outstanding common capital stock.