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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



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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: 33-17264-NY

PATCO INDUSTRIES, LTD.

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-2856146                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|333 Granite Street, Ashland, Oregon      |  | 97520     
|(Address of principal executive offices) |  | (Zip Code)

(541) 482-5757
(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

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

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
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.
[X]

Due to a lack of a trading market for the common stock, the Company is unable
to determine the aggregate market value of the 63,368,087 shares of common
stock held by non-affiliates as of November 24, 2002.

There were 178,562,500 shares of common stock outstanding on
November 24, 2002.

Documents Incorporated by Reference: None

Transitional Small Business Disclosure (check one): YES [   ]  NO [X]





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TABLE OF CONTENTS



|                           |                                                                                                                          |  |  |  |  |  |  | 
|-------------------------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I                    
|                           | ITEM 1. DESCRIPTION OF BUSINESS.                                                                                        
|                           | ITEM 2. DESCRIPTION OF PROPERTY.                                                                                        
|                           | ITEM 3. LEGAL PROCEEDINGS.                                                                                              
|                           | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                            
|PART II                   
|                           | ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.                                                       
|                           | ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.                                                      
|                           | ITEM 7. FINANCIAL STATEMENTS.                                                                                           
|                           | ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                           
|PART III                  
|                           | ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
|                           | ITEM 10. EXECUTIVE COMPENSATION.                                                                                        
|                           | ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.                                                
|                           | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                                                
|                           | ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.                                                                              
|SIGNATURES                
|INDEX TO EXHIBITS         
|Exhibit 99.1 to Form 10KSB



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This annual report contains forward-looking statements within the meaning of
the federal securities laws. These include statements about our expectations,
beliefs, intentions or strategies for the future, which we indicate by words or
phrases such as anticipate, expect, intend, plan, will, we believe,
the Company believes, management believes and similar language. The
forward-looking statements are based on our current expectations and are
subject to certain risks, uncertainties and assumptions. Our actual results
may differ materially from results anticipated in these forward-looking
statements. We base our forward-looking statements on information currently
available to us, and we assume no obligation to update them.




PART I




ITEM 1. DESCRIPTION OF BUSINESS.

The Company has no operations and does not carry on business. It was
incorporated in Delaware on March 20, 1987 under the name Redwing Ventures,
Inc., and changed its name to Patco Industries, Ltd. on June 16, 1989.




ITEM 2. DESCRIPTION OF PROPERTY.

The Company does not own or lease property. The address used as the
Companys principal executive office is that of its current Chief Executive
Officer.




ITEM 3. LEGAL PROCEEDINGS.

None.




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

None.




PART II




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

There was no market for the Companys securities at any time during its
three most recent fiscal years. As of December 31, 2001, the Company had
approximately 102 shareholders of record. The Company has not paid any cash
dividends on its common stock. Due to its present financial status, it does
not contemplate or anticipate paying any dividends on its common stock in the
foreseeable future.




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

The Company is a shell corporation with no operations or income. The
Company is exploring the possibility of engaging in a reverse merger with a
private company that has current operations. There can be no assurance that
the Company will be successful at consummating such a transaction.




ITEM 7. FINANCIAL STATEMENTS.

The financial statements appear in a separate section of this report as
pages F-1 through F-3 following the signature page.





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

The Company engaged Eugene V. Lounder, C.P.A. as its principal accountant
to audit the Companys financial statements.




PART III




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

William C. Patridge, age 64, is the sole director and executive officer of
the Company. He has served as Chief Executive Officer and Chairman of the
Board since October 1999. Over the past eight years, Mr. Patridge has worked
as a business consultant through Patridge & Company Incorporated, for which he
serves as President and Chairman. Prior to that, Mr. Patridge served as
President and CEO of Arc Capital until 1994.




ITEM 10. EXECUTIVE COMPENSATION.

No compensation was paid to any of the Companys executive officers during
the past three fiscal years. There were no stock options issued to or held by
executive officers during 2001.




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

The following table sets forth the beneficial ownership of Common Stock as
of November 24, 2002 by (i) each person known by the Company to beneficially own
5% or more of the outstanding shares of Common Stock, (ii) each director of the
Company, (iii) each of the named executive officers, and (iv) all directors and
executive officers of the Company as a group.

|                                                           |  |                   |             |               |  |             |      |  
|---------------------------------------------------------- |  | ----------------- | ----------- | ------------- |  | ----------- | ---- | -
|                                                           |  |                   |             |               |  | Approximate
|                                                           |  | Amount and Nature |             | Percentage of
|                                                           |  | of Beneficial     |             | Ownership and
|Name and Address                                           |  | Ownership         |             | Voting Power 
|                                                           |  |                   |             |              
|William C. Patridge
333 Granite Street
Ashland, OR 95720   |  |                   | 115,194,413 |               |  |             | 64.5 | %
|                                                          
|                                                          
|                                                          
|                                                          
|All directors and executive officers
as a group (1 person) |  |                   | 115,194,413 |               |  |             | 64.5 | %




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.





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

(a) Exhibits

The following exhibits are filed as part of this report:

|        |  |                                                                                                                                             
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                             
|Number  |  | Description                                                                                                                                 
|        |  |                                                                                                                                             
|3.1     |  | Certificate of Incorporation of the Company*                                                                                                
|       
|       
|       
|       
|3.2     |  | Bylaws of the Company*                                                                                                                      
|       
|       
|       
|       
|4       |  | Specimen Stock Certificate of the Company*                                                                                                  
|       
|       
|       
|       
|99.1    |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. §
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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|* |  | Previously filed and incorporated herein by reference.
|- |  | ------------------------------------------------------

(b)  Reports on Form 8-K: None





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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.

|                       |                                             |                        
|---------------------- | ------------------------------------------- | -----------------------
|                       | PATCO INDUSTRIES, LTD.                     
|                      
|Date: December 3, 2002 | By:                                         | /s/ William C. Patridge
|                       |                                            
|                       | William C. Patridge
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                             |  |                                                                                                                             |  |                 
|-------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|/s/ William C. Patridge

William C. Patridge |  | Chairman of the Board, Chief
Executive Officer (principal
executive officer and principal
financial and accounting officer) |  | December 3, 2002





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CERTIFICATION

I, William C. Patridge, certify that:

1.     I have reviewed this quarterly
report on Form 10-QSB of Patco Industries, Ltd.;

2.     Based on my knowledge, this
quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this quarterly report; and

3.     Based on my knowledge, the
financial statements, and other financial information included
in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this quarterly report.

Date: December 3, 2002.



|    |                                                                                       
|--- | --------------------------------------------------------------------------------------
|By: | /s/  William C. Patridge                                                              
|    |                                                                                       
|    | William C. Patridge                                                                   
|    | Chief Executive Officer (principal executive
officer and principal financial officer)*



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|  |                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | The Company does not have a Chief Financial Officer.  Mr. Patridge is currently serving as the Chief Executive Officer and
    the principal financial officer of the Company.



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PATCO INDUSTRIES, LTD.
(A DELAWARE CORPORATION)

AUDIT REPORT

DECEMBER 31, 2001



F-1



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Eugene V. Lounder
Certified Public Accountant
P.O. Box 4157  713 South Riverside
Medford, Oregon 97501

November 24, 2002

Board of Directors and Stockholders
Patco Industries, ltd.
333 Granite Street
Ashland, OR 97520

We have audited the accompanying balance sheet of Patco Industries, Ltd. (a
Delaware Corporation) as of DECEMBER 31, 2001. This is not a going business
concern, therefore, none of the related statements apply. The financial
statement is the responsibility of the management of Patco Industries, Ltd.
Our responsibility is to express an opinion on the financial statement based on
our audit.

We conducted our audit in accordance with generally accepted audit standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statement referred to above present fairly, the
financial position of Patco Industries, Ltd. as of December 31, 2001. It must
be noted that Patco Industries, ltd. is a holding company with no continuing
operations or plans for operations.

/s/ Eugene V. Lounder

Eugene V. Lounder, C.P.A.

F-2



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Patco Industries, Ltd.
Balance Sheet
December 31, 2001

|                                                                                |  |   |        | 
|------------------------------------------------------------------------------- |  | - | ------ | 
|ASSETS                                                                          |  |   |        | 
|Other Assets:                                                                   |  |   |        | 
|Organizational Costs                                                            |  | $ | 22,760 | 
|                                                                                |  |   |        | 
|Total Other Assets                                                              |  | $ | 22,760 | 
|                                                                                |  |   |        | 
|Total Assets                                                                    |  | $ | 22,760 | 
|                                                                                |  |   |        | 
|LIABILITIES & EQUITY                                                            |  |   |        | 
|Liabilities:                                                                    |  |   |        | 
|Demand Note                                                                     |  | $ | 11,450 | 
|Professional Fees Payable                                                       |  |   | 8,950  | 
|Accrued Interest                                                                |  |   | 2,181  | 
|                                                                                |  |   |        | 
|Total Liabilities                                                               |  | $ | 22,581 | 
|                                                                                |  |   |        | 
|Shareholders Equity:                                                           |  |   |        | 
|Common Stock 300,000,000 shares authorized; 178,562,500 issued
and outstanding |  |   | 179    | 
|                                                                                |  |   |        | 
|Total Shareholders Equity                                                      |  |   | 179    | 
|                                                                                |  |   |        | 
|Total Liabilities & Equity                                                      |  | $ | 22,760 | 
|                                                                                |  |   |        | 

F-3



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INDEX TO EXHIBITS

|            |  |                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                 
|            |  |                                                                                                                                             
|99.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.