UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 For the Fiscal  Year Ended  September  30,  2001 [ ]  Transition  Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Commission File Number: 000-31735

                          PRO GLASS TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

                  Nevada                           88-0231200
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

                   300-369 Queens Way Ave, Kelowna, BC V1Y8E6
               (Address of principal executive offices) (Zip Code)

Issuers telephone no.:  (250) 762-8082

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

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

Check  whether the issuer (1) filed all reports  required to be filed in Section
13 or 15(d) of the  Exchange  Act 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. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Registrants  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 the issuers revenues for its most recent fiscal year. $714,152

As of September 30, 2001,  the aggregate  market value of the issuers  3,484,000
shares of common stock held by non-affiliates was approximately $627,120.

State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date.

       Class                            Outstanding as of September 30, 2001
 Common Stock, $.001 Par Value               23,166,449


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
Transitional Small Business Disclosure Format.       Yes [x]        No [  ]


                          PRO GLASS TECHNOLOGIES, INC.
                                TABLE OF CONTENTS
                                   PART I                              Page
Item 1.          Description of Business                               3-7
Item 2.          Description of Property                               7
Item 3.          Legal Proceedings                                     7
Item 4.          Submission of Matter to a Vote of Security Holders    7
                                     PART II
Item 5.          Market for Common Equity and Related Stockholder
                     Matters                                           8-10

Item 6.          Managements Discussion and Analysis or Plan of
                     Operation                                         10-14

Item 7.          Financial Statements                                  14

Item 8.          Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure              14

                                    PART III

Item 9.          Directors, Executive Officers, Promoters and Control persons;
                     Compliance with Section 16(a) of the Exchange Act 15-16

Item 10.         Executive Compensation                                16-17

Item 11.        Security Ownership of Certain Beneficial Owners and
                     Management                                        17

Item 12.        Certain Relationships and Related Transactions         17-18

Item 13.        Exhibits and Reports on Form 8-K                       19


SIGNATURES                                                             S-1





                                     PART I

Item 1.     Description of Business

     Ragen Corporation (the predecessor) was incorporated in the State of Nevada
on August 21,  1987.  On October  21, 1999 the  Company  entered  into a reverse
merger  pursuant to Rule 368  (a)(1)(B) of the Internal  Revenue Code of 1986 as
amended.  Whereas,  Ragen  corporation  acquired 100% of the common stock of Pro
Glass  Technologies,  Inc., a Canadian  corporation,  and its three wholly owned
subsidiaries  for  17,714,000  shares of authorized  but unissued  common stock.
Ragen changed its name to Pro Glass Technologies,  Inc., on October 25, 1999 and
increased the authorized  capital to 50,000,000 shares of $.001 par value common
stock. Pro Glass Technologies,  Inc., is the predecessor due to a reverse merger
whereas Ragen Corporation is the legal survivor.  Pro Glass Technologies,  Inc.,
is a holding company.

     On February 10, 1998,  Pro Glass  acquired the business  style and business
assets of the Cal Alta Auto Glass Ltd.  (Cal Alta) and  commenced to operate the
auto glass business  under  Windshield  Superstore  Ltd. , from the two existing
Calgary  locations.  The location in North East  Calgary  located at Bay #8 3927
Edmonton Trail NE.,  Calgary Canada T2E6T1 has been in operation  since 1986 and
the South West  Calgary  location  located at 9827 A Horton Road,  S.W.  Calgary
Alberta  T2V2X5 has been in operation for 9 years.  Frank Aiello is a 100% owner
of Cal Alta and the President and CEO of Pro Glass Technologies, Inc.

     Pro Glass Technologies,  Inc., the Canadian  corporation,  was incorporated
under the laws of Alberta, Canada, on December 15, 1997. Pro Glass Technologies,
Inc., the Canadian corporation,  has three wholly owned subsidiaries  Windshield
Superstore,  Ltd., Canada Autoglass Warranty, Inc., and Shatterprufe Industries.
All three  subsidiaries  where  incorporated  in Alberta,  Canada on December 4,
1997. The  subsidiaries  were acquired on December 15, 1997 in a stock for stock
transaction.

     On  December  15,  1997 Pro Glass  Technologies,  Inc.,  became  the parent
holding company for the three subsidiaries  Windshield Superstore,  Ltd., Canada
Autoglass Warranty,  Inc., and Shatterpruffe  Industries.  The subsidiaries were
acquired in a stock for stock transaction.

     The business of Pro Glass Technologies,  Inc., since its inception has been
to operate its auto glass repair and  replacement  business from the two Calgary
locations,  with an  outlook  to  maintaining  and  improving  its  share of the
marketplace through continued advertising and customer service.

     The   operating   subsidiaries   will  comply  with  Canadian  and  Alberta
regulations  Pro Glass  Technologies,  Inc. of Nevada  will be the  consolidated
parent  company  of  the  Canadian   subsidiaries  and  will  comply  with  U.S.
regulations.  If Pro Glass  starts  operations  of glass shops in the U.S.,  the
glass shops will operate in  accordance  with U.S.  law as a  subsidiary  of Pro
Glass Technologies, Inc.

     Pro Glass, a holding company,  sells and installs auto windshields and auto
side and  back  glass  through  its  subsidiary,  Windshield  Superstores,  Ltd.
Windshield Superstores, Ltd., sells and installs auto glass products through two
Calgary  based  outlets.  Pro Glass  replaces  and  repairs  windshields  of all
domestic and foreign vehicles and to a lesser degree, other types of auto glass.
Additionally,  flat glass for non-auto related applications such as furniture,
mirrors, greenhouses, etc., is also sold.

     Approximately  40% of annual sales are paid by  customers  auto  insurance
policies with the balance being paid directly by the consumer.

     Windshield  Superstore,  Ltd.,  purchases its windshields  from PPG Canada,
Inc., a world leader in quality auto glass manufacturing.

                                  Subsidiaries

     Windshield Superstore, Ltd., 100% owned: Windshield Superstore Ltd., is the
operating  company  that  operates  the  two  business   locations.   Windshield
Superstore,  Ltd., markets, installs,  replaces, and repairs windshields for all
types of automobiles.  The Company also deals with other types of auto glass and
flat glass for non-auto related applications.

     Windshield  Superstore,  Ltd., has been operating the two current locations
since  December  4, 1997.  A 2,500  square  foot shop  located  at Bay #8,  3297
Edmonton  Trail NW.,  Calgary,  Alberta  T2E6T1,  and a 5,000  square  foot shop
located at 9827 A Horton Road, SW Calgary, Alberta T2V2X5. The Horton Road glass
outlet was there for eleven (11) years prior to Windshield Superstore,  Ltd. The
Edmonton Trail glass outlet was there for approximately nine (9) months prior to
Windshield Superstore, Ltd.

     Canada Auto Glass Warranty,  Inc., 100% owned:  Canada Auto Glass Warranty,
Inc., is currently  inactive.  The Company plans to use this subsidiary to offer
repair  insurance to customers for windshield  damage.  The customers will pay a
monthly fee to be involved in this program.

     Shatterprufe Industries,  Inc., 100% owned: Shatterprufe Industries,  Inc.,
is currently inactive,  The Company plans to activate  Shatterprufe  Industries,
Inc., when there is a sufficient  amount of Pro Glass  Technologies,  Inc., (ie.
Windshield  Superstores) auto glass outlets to make it cost beneficial to have a
distribution and purchasing subsidiary.

Marketing

     It is Pro Glass  Technologies,  Inc.,  opinion  that the long  term  market
outlook will witness more State and  Provincial  government  mandates  that will
force drivers to immediately repair or replace cracked auto glass windshields or
risk the removal of the  vehicle  from the road with a  financial  penalty.  Pro
Glass  Technologies  is under this opinion due to the fact that this mandate has
existed in Alberta, Canada and Vancouver, British Columbia for at least the last
15 years.

     The auto  glass  industry  is unique  in that it does not face the  typical
threats to the same  extent  that other  businesses  do. Our  society is totally
reliant on the use of  transportation  vehicles for business and pleasure.  With
vehicle use comes  windshield  damage.  On an annual basis,  over 10% of all the
vehicles on North American roads require windshield  replacement or repair. As a
result, the industry tends to sustain growth whether the economy is experiencing
a boom or a recession.

     The near term market  outlook for the industry is that it will continue its
growth  pattern mainly due to increased  population  growth along with increased
economic factors for individuals and their families. The industry is parallel to
the  automobile  industry  that has been on the upward  growth curve for over 30
years. With increased  population and prosperity,  it is not uncommon now to see
two or more cars per household.  With increased auto sales comes  increased auto
glass replacement and repair especially in cold climates.

     Pro Glass  Technologies,  Inc.,  will be  aggressive  and  proactive to new
marketing and sales techniques.  An aggressive  advertising  campaign is planned
using both  Standard  methods and new Grass  Roots  programs.  The  standard
methods of advertising include newspapers,  magazines,  radio and TV, as well as
billboards,  direct mail,  flyers and coupons.  The grass roots programs include
incentive  fund  raising  rebates  to  schools,   communities,   and  non-profit
organizations with direct coupon sales for windshield replacement or repairs.

     Currently the plans for an E-Commerce  website have been put on hold.  This
is due to the fact the Company is  researching  market  viability for auto glass
sales and products over the internet.  The Company has not compiled any material
to date for the online auto glass market place.

Competition

     The market in Canada sees annual  gross  revenues  exceeding  $600  million
dollars  ($415) US) with an  estimated  number of retail  auto glass  outlets in
excess of 1200.  The United  States  figures are ten times greater than those in
Canada.  The industry is dominantly made up of ma/pa type operations.  In excess
of 65% of the auto glass  operations are ma/pa type. For our purposes Ma/pa type
is defined as auto glass  operations  that operate 1 shop and are not affiliated
with larger chains.  The industry has not changed  significantly in applications
and  service  over  the  last 25  years  with  the  installation  of auto  glass
techniques remaining the same.

     In such areas as Alberta,  the use of crushed gravel for roadways to offset
winter  conditions is significant.  More rocks mean more  replacement and repair
work.  For  example,  a study  prepared by Urton,  Engele,  Kook  Associated  of
Saskatoon,  Saskatchewan estimated that windshield replacement in Western Canada
occurs to  approximately  12% of the regions  vehicle  registrations  and 6% in
other parts of the country.  The annual growth rate is  approximately  5% and is
estimated that 650,000 replacement windshields for Western Canada in 1999. At an
average   blended  cost  of  $375  per  replacement   windshield   (Insurance/No
Insurance), the market alone for Western Canada is approximately $243,750,000.

     The Company has heavy  competition  in the Calgary,  Alberta  area.  In the
metropolitan  Calgary area it is estimated that there are approximately 109 auto
glass shops. The main Calgary competition is Crystal Glass, with 7 shops, Speedy
Glass,  with 5 shops,  and Apple Glass,  with 3 shops. The rest of the market is
segregated  into  Companys  owning  only 1 or 2 shops in the  greater  Calgary,
Alberta area.

     Currently,  the Company believes they have a good  competitive  position in
the Calgary area.  This is due to the fact the Company has an exclusive right to
be the only auto glass company in the direct mailers that reach customers in the
greater Calgary, Alberta area.

Research and Development

     The  Company  has  not  allocated   funds  for   conducting   research  and
development.

Patents and Trademarks

     All auto glass and flat glass products handled have trademark protection by
their manufacturers. The Company does not manufacture auto glass, flat glass, or
related products.

Employees

     Presently, the Company has 7 employees.  This consists of 5 full time and 2
part time  employees.  All the  employees  spend 100% of their time  working for
Windshield  Superstore,  Ltd. Management intends to hire additional employees in
the United States and Canada only as needed and as funds are available.  In such
cases,  compensation  to  management  and  employees  will  be  consistent  with
prevailing wages for services rendered.

Facilities

     The  Company  maintains  a 900 sq.  ft.  administrative  office at #300 369
Queens  Way  Ave.,  Kelowna,  B.C.  The  monthly  lease  payment  is  $700.  The
administrative  office is responsible for examining  acquisition  parameters and
performing  diligence for possible  future  expansion into the British  Columbia
auto glass  market.  As of  September  30, 2001 the Company had not compiled any
significant market data for the British Columbia area.

     In addition,  the Company  maintains a resident agent at 1905 South Eastern
Avenue,  Las Vegas,  Nevada. A 2,500 square foot shop is located at Bay #8, 3297
Edmonton Trail NE, Calgary, Alberta T2E6T1. The monthly lease payment is $1,075.
A 5,000  square foot shop  located at 9827 A Horton  Road,  SW Calgary,  Alberta
T2V2X5.  The monthly lease payment is $2,068.  The Company  believes its current
facilities are adequate for the time being.

Legal

     The Company is not a party to any material pending legal proceedings and no
such  action by, or to the best of its  knowledge,  against the Company has been
threatened.

Industry Segments

     No information is presented on industry segments.

Item 2.     Description of Property

     The Company maintains an administrative office at #300 369 Queens Way Ave.,
Kelowna,  B.C. The monthly lease payment is $700. The  administrative  office is
responsible for examining  acquisition  parameters and performing  diligence for
possible  future  expansion into the British  Columbia auto glass market.  As of
September 30, 2001 the Company had not complied any significant  market data for
the British Columbia area. In addition,  the Company  maintains a resident agent
at 1905 South Eastern Avenue, Las Vegas, Nevada.

     A 2,500  square  foot shop is located at Bay #8,  3297  Edmonton  Trail NE,
Calgary,  Alberta  T2E6T1.  The monthly lease payment is $1,075.  A 5,000 square
foot shop located at 9827 A Horton Road, SW Calgary, Alberta T2V2X5. The monthly
lease  payment is $2,068.  The  Company  believes  its  current  facilities  are
adequate for the time being.

Item 3.     Legal Proceedings

     The Company is not a party to any material pending legal proceedings and no
such  action by, or to the best of its  knowledge,  against the Company has been
threatened.



Item 4.    Submission of Matters to a Vote of Security Holders

No matters were  submitted to a vote of the Companys  Securities  Holders during
the Companys fiscal year ending September 30, 2001.

                                                                PART II

Item 5.  Market for Common Equity and Related Stockholders Matters

     The  Companys  common  stock is traded in the over the  counter  market and
quotations  are published on the OTC Bulletin Board under the symbol PGTI and in
the National Quotation Bureau,  Inc. Quotations in the Companys common stock set
forth below do not  constitute a reliable  indication of the price that a holder
of the common  stock  could  expect to receive  upon the sale of any  particular
quantity thereof

The  following  table  sets  forth the  range of high and low bid  prices of the
common stock for each calendar  quarterly period since the first quarter of 2000
as reported by the OTC Bulletin Board. The Companys common stock became eligible
for trading on the OTC Bulletin Board during the fourth quarter of 2001.  Prices
reported  represents  prices between  dealers,  do not include  retail  markups,
markdowns and commissions and do not necessarily represent actual transactions.


                           2000                      High              Low
                           First Quarter             $N/A              $N/A  *
                           Second Quarter            $N/A              $N/A
                           Third Quarter             $N/A              $N/A
                           Fourth Quarter            $N/A              $N/A

                           2001
                           First Quarter             $N/A              $N/A
                           Second Quarter            $N/A              $N/A
                           Third Quarter             $N/A              $N/A
                           Fourth Quarter            $.24              $.09

     * The Companys  common  stock became  eligible to trade on the OTC Bulletin
Board on September 4, 2001.

     As of September 31, 2001 the Company had issued and outstanding  23,166,449
shares of common stock and there were  approximately  87 shareholders of record,
which figure does not take into account those  shareholders  whose  certificates
are held in the name of broker-dealers.

     The  ability  of an  individual  shareholder  to trade  their  shares  in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuers  securities  be  registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to  trade  in that  state.  Presently,  the  Company  had no plans to
register  its  securities  in any  particular  state.  Further,  most likely the
Companys  shares  will be subject to the  provisions  of Section  15(g) and Rule
15g-9 of the  Securities  Exchange Act of 1934, as amended (the  Exchange  Act),
commonly referred to as the penny stock rule,  Section 15 (g) sets forth certain
requirements   for   transactions  in  penny  stocks  and  Rule  15g-9  (d)  (1)
incorporates  the  definition  of penny stock as that used in Rule 3a51-1 of the
Exchange Act.

     The Commission  generally defines penny stock to be an equity security that
has a market  price less that $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that an equity  security is considered to be a penny stock
unless that security is; registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
the NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) of the
issuers net tangible assets; or exempted from the definition by the Commission.
If the  Companys  shares are deemed to be a penny stock,  trading in the shares
will be subject to additional sales practice  requirements on broker-dealers who
sell penny stock to persons  other than  established  customers  and  accredited
investors,  generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000, or $300,000 together with their spouse.

     For  transactions  covered  by these  rules,  brokers-dealers  must  make a
special  suitability  determination for the purchase of such securities and must
have received the purchasers  written  consent to the transaction  prior to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
must disclose the commissions payable to both the quotations for the securities.
Finally, monthly statements must be sent disclosing recent price information for
the penny stocks held in the account and  information  on the limited  market in
penny   stocks.   Consequently,   these  rules  may   restrict  the  ability  of
brokers-dealers  to trade and/or maintain a market in the Companys Common stock
and may affect the ability of shareholders to sell their shares.

Recent Sales of Unregistered Securities

     On September 4, 2001,  the Company  issued 50,000 shares of common stock to
each of the four directors of the Company for directors services  rendered.  The
shares were issued at $.06 per share for a total of $3,000 each.

     On September 4, 2001 the Company also issued 274,000 shares of common stock
to the Companys management for services rendered. The shares were issued at $.06
per share for a total of $16,440.

     The above shares were issued under Section 4(2) of the 1933  Securities Act
and bear a restrictive legend.

     As of September 30, 2001 the Company had 23,166,449  shares of common stock
outstanding.



Dividend Policy

     The Company has not declared or paid cash  dividends or made  distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make  distributions in the foreseeable  future. The Company currently intends
to retain and reinvest future earnings to finance and expand its operations.


Item 6.     Managements Discussion and Analysis or Plan of  Operation

     The  following   information   should  be  read  in  conjunction  with  the
consolidated  financial statements and notes thereto appearing elsewhere in this
Form 10-KSB.

Plan of Operation

     Pro Glass Technologies, Inc., of Canada was incorporated December 15, 1997.
On February 10, 1998, Pro Glass acquired the business and business assets of the
Cal Alta Auto Glass  Ltd.  (Cal Alta) and  commenced  to operate  the auto glass
business  under  Windshield  Superstore  Ltd.  , from the two  existing  Calgary
locations.  Pro Glass common  shares were issued to Cal Alta to  accomplish  the
purchase.  The  location in North East Calgary  located at Bay #8 3927  Edmonton
Trail NE.,  Calgary Canada T2E6T1 has been in operation since 1986 and the South
West Calgary  location  located at 9827 A Horton Road, SW Calgary Alberta T2V2X5
has been in operation for 9 years. Frank Aiello is a 100% owner of Cal Alta. Mr.
Aiello is currently the President of Pro Glass Technologies, Inc.

     On  December  15,  1997 Pro Glass  Technologies,  Inc.,  became  the parent
holding company for the three subsidiaries  Windshield Superstore,  Ltd., Canada
Autoglass  Warranty,  Inc., and Shatterprufe  Industries.  The subsidiaries were
acquired in a stock for stock transaction.

     The business of Pro Glass Technologies,  Inc., since its inception has been
to operate its auto glass repair and  replacement  business from the two Calgary
locations,  with an  outlook  to  maintaining  and  improving  its  share of the
marketplace through continued advertising and customer service.

          Thereare  seasonal impacts on the Companys  operation;  however,  the
     timing of the  impact is hard to pin down but it has to due with the amount
     of snowfall the Calgary area  receives.  The more snowfall  received in the
     area,  the more rock and gravel  which gets applied to the  roadways.  This
     induces more damage to the  windshields  of vehicles  due to the  increased
     amount of gravel on the road.

          The  Companys  current  capital was  provided  by the  founders of the
     Company and by private placements for the sale of common stock.  Management
     believes  that the Companys  cash  requirement  can be satisfied  with the
     current operations.  Management  anticipates that Company will need further
     capital of  approximately  $5,000,000 when the Company decides to enact its
     plan of acquisitions and a glass distribution  subsidiary.  This additional
     capital is expected to come from sales and/or  installations  of auto glass
     or the possibility of outside funding.

          In the event that  outside  funding is  necessary,  the  Company  will
     investigate the possibility of interim financing, either debt or equity, to
     provide capital.  Although  management has not made any  arrangements,  the
     Company  would  consider  private  funding or the private  placement of its
     securities  and/or a private  offering.  Any  outstanding  funding  will be
     procured by the parent holding company, Pro Glass Technology,  Inc., if the
     Company  experiences  a  substantial  delay in its ability to secure public
     financing  from  the  sale  of its  securities  or  from  private  lenders.
     Management  does not feel the Company as a going concern would be seriously
     jeopardized.

          All of the present  lines  offered by the Company have an  established
     customer base.  Management would consider  additional products and services
     that would fit their customer profile, but are manufactured by others.

          The Company maintains a minimal  inventory.  The Company operates on a
     Just In Time  inventory  system  where  parts are  ordered  on an as needed
     basis.  Just In  Time  inventory  systems  are  common  in the  auto  glass
     industry.  This is due to the fact that  there are  hundreds  of  different
     types of glass due to car  manufactures,  but also due to the ever changing
     body styles. A Just In Time inventory system does not affect the Company in
     any material aspect.

          The  Company  plans to  acquire  auto  glass  shops  that fit into the
     Companys  profile.  The  Companys  profile is shops that are in area that
     show potential  demographic and economic growth.  However,  the Company has
     not yet set parameters to gauge this growth.  The Company has just recently
     set up an administrative office in British Columbia for this purpose.

          Mr.  Aiello  owned Cal Alta Auto  Glass.  He sold his two shops to Pro
     Glass Technologies,  Inc., of Canada. Mr. Aiello currently does not run any
     autoglass shops other than the two Windshield Superstores. Also, Mr. Aiello
     does not own any autoglass shops.

          The  Company  does have  sufficient  funding to operate  the  proposed
     E-Commerce  site.  However,  currently the plans for an E-Commerce  website
     have been put on hold.  This is due to the fact the Company is  researching
     market  viability for auto glass sales and products over the internet.  The
     Company has not  completed  any  material  data to date for the online auto
     glass market place.

          Management  intends to hire additional  employees in the US and Canada
     only as needed and as funds are available.  In such cases  compensation  to
     management  and employees  will be  consistent  with  prevailing  wages for
     services rendered.

          The  Companys  proposed  glass  distribution   facility  will  require
     approximately  $3,500,000.00  in funding from the above mentioned  possible
     outside funding. The Company will then purchase approximately $2,000,000.00
     in auto glass from an auto glass supplier. This initial purchase will allow
     the  Company  to  achieve  lower  costs on the auto  glass due to the large
     volume purchase,  Once this has occurred the average cost of the auto glass
     to the  Company  will be  approximately  $80.00  per unit,  instead  of the
     current approximation of $130.00 per unit.

          The proposed  glass  distribution  facility  will only be enacted when
     such a program makes economic sense. In managements  opinion,  the company
     would need  approximately  30 retail  Windshield  Superstore  locations for
     there glass  distribution  facility to be economically  viable. At the time
     this facility became active, the company would them purchase  $2,000,000 in
     autoglass from a supplier.  The distribution facility would then be stocked
     with an  assortment  of glass  mixed  proportionally  to the  most  popular
     vehicles  where the  Windshield  Superstores  are located.  The  Windshield
     Superstore  could then still  operate on a just in time  inventory  system.
     Instead of ordering from an outside  supplier,  the Windshield  Superstores
     will order from the glass distribution facility.

          If Pro  Glass  Technologies  opens  the  proposed  glass  distribution
     facility  it should be noted that  there is a risk in terms of the  capital
     intensive  investment the company must carry.  The opening of this facility
     would require a significant  amount of capital and there is no guarantee of
     any return.  Also, Pro Glass  Technologies  would have at least  $2,000,000
     tied up in inventory. There is a risk this inventory will never be sold and
     would become obsolete.

Liquidity and Capital Resources

          The Company  has  $349,088  in current  assets  compared to $92,165 in
     current  liabilities  as of  September  30,  2001.  Compared to $437,646 in
     current  assets and $116,285 in current  liabilities  as of  September  30,
     2000.  The  current  assets are  comprised  of $25,432 in cash,  $52,052 in
     accounts  receivable,  $139,828 in loans receivable,  $14,594 in inventory,
     prepaid  expenses  of $5,517,  and a income tax  benefit of  $100,132.  The
     current  liabilities are comprised of $80,022 in accounts payable,  $10,492
     in salaries payable and $1,201 is sales tax payable.

          Management  will explore debt or equity  transactions  to increase the
     Companys  ability to implement its entire business plan. This would include
     implementing  Shatterprufe  Industries  and Canada  Autoglass  Warranty the
     companies  two  subsidiaries  that  are  currently  inactive.  There  is no
     assurance that the Company will be able to secure future financing.

Net Operating Losses

          The Company has accumulated  $(305,529) of net operating  losses as of
     September 30, 2001,  which may used to reduce taxes in future years through
     2020.  The use of these losses to reduce future income taxes will depend on
     the generation of sufficient  taxable income prior to the expiration of the
     net operating loss carryforwards.

          In the event of certain changes in control of the Company,  there will
     be  a  annual   limitation  on  the  amount  of  the  net  operating   loss
     carryforwards  which can be used.  The  potential  tax  benefit  of the net
     operating loss carryforwards  have been offset by a valuation  allowance of
     the same amount.

Results of Operations

          For the year ended  September  31,  2001 the Company had a net loss of
     $117,028  compared to $101,224  for the year ended  September 30, 2000.
     The 1$5,799 increase in net operating loss for 2001 compared to 2000 can be
     attributed  to a  $86,021  decreas  in  revenues  for the year  ended  2001
     compared to 2000.  Management  determined that the effects of the September
     11, 2001 crisis had a very large impact on the Companys  sales for the last
     month of their  fiscal  year.  With the  drop in  revenues  variable  costs
     associated  with the Companies  auto glass sales also dropped.  There was a
     $14,161  decrease in glass and  molding  costs due to  decreased  autoglass
     sales. There was a $46,488 decrease in general and administrative costs due
     to less  staffing  and work in the last  month of the year  also due to the
     September 11, 2001 crisis.  Fixed costs remained relatively  consistent for
     the year ended 2001 compared to 2000,  constant which helped  contribute to
     the operating loss.

Recent Accounting Pronouncements

          The  Financial  Accounting  Standards  Board has issued  Statement  of
     Financial   Accounting   (SFAS),   No.  133,   Accounting  for  Derivative
     Instruments.  SFAS No. 133 provides a different  method for  accounting for
     derivative  instruments embedded in other contracts and hedging activities.
     Derivative  instruments  represent  rights  or  obligations  that  meet the
     definition of assets or liabilities and should be reported in the financial
     statements.   Fair  value  is  the  most  relevant  measure  for  financial
     statements  and the  only  relevant  measure  for  derivative  instruments.
     Derivative  instruments should be measured at fair value and adjustments to
     the Companys  derivative of hedging items should reflect  changes in their
     fair value that are  attributable  to the risk being  hedged and that arise
     while the hedge is in effect.  SFAS.  No. 133 is  effective  for  financial
     statements ending after June 15, 1999. SFAS No. 133  implementation did not
     have a material effect on the financial statements.

          The Financial  Accounting Standards Board has also issued 44PB Opinion
     No. 25). APN No. 25 APB Opinion No. 25 APB Opinion No. 25,  Accounting  for
     Stock Issued to Employees,  was issued in October 1972. Since its issuance,
     questions have been raised about its  application and diversity in practice
     has developed.  During its  consideration of the accounting for stock-based
     compensation,  which lead to the issuance of SFAS No. 123,  Accounting  for
     Stock Based Compensation,  the Board decided not to address practice issues
     related to Opinion 25 because  the Board had planned to  supersede  Opinion
     25. However, Statement 123 permits entities to continue applying Opinion 25
     to stock compensation involving employees.  Consequently,  questions remain
     about the application of Opinion 25 in a number of different circumstances.

          This  Interpretation  clarifies the application of Opinion 25 for only
     certain  issues.  It does not address any issued related to the application
     of the fair value method in Statement 123. The issues addressed herein were
     selected  after  receiving  input from  members  of both the FASB  Emerging
     Issues Task Force and the task force on stock compensation that assisted in
     the development of Statement 123. Among other issues,  this  Interpretation
     clarifies (a) the  definition of employee for purposes of applying  Opinion
     25,  (b)  the  criteria  for  determining  whether  a plan  qualified  as a
     noncompensatory   plan,  (c  )  the   accounting   consequence  of  various
     modifications to the terms of a previously fixed stock option or award, and
     (d) the  accounting  for an  exchange  of stock  compensation  awards  in a
     business combination.

          FIN44 is effective for financial  statements issued for periods ending
     after July 1, 2000.  The  implementation  of FIN 44 did not have a material
     affect on the financial statement.

Inflation

          In the  opinion  of  management,  inflation  will not have a  material
     effect on the operations of the Company.

Risk Factors and Cautionary Statements

          Forward-looking  statements  in this  report are made  pursuant to the
     safe harbor provisions of the Private  Securities  Litigation Reform Act of
     1995.  The Company  wished to advise  readers that actual result may differ
     substantially  from  such   forward-looking   statements,   Forward-looking
     statements  involve risks and uncertainties that could cause actual results
     to differ  materially from those expressed in or implied by the statements,
     including, but not limited to, the following: the ability of the Company to
     complete   development   of  its  primary   products  and  its  ability  to
     successfully  market its  product  if and when  developed  and other  risks
     detailed in the Companys  periodic  report filings with the Securities and
     Exchange Commission.

Item 7.  Financial Statements

          See the financial statements annexed to this report.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

          Not applicable.






Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

         The executive officers and directors of the Company are as follows:

                  Name                      Age     Position

                  Frank Aiello              47      President/Director

                  Peter E. Von Sass         70      Vice President/Director

                  Omkar Nath Channan        69      Director

          All   directors   hold  office  until  the  next  annual   meeting  of
     stockholders or until their successors have been duly qualified.  There are
     no agreements  with respect to the election of  directors.  The Company has
     not  compensated its directors for service on the Board of Directors or any
     committee  thereof.  Any  non-employee  director  of the  Company  shall be
     reimbursed for expenses incurred for attendance at meetings of the Board of
     Directors  and any  committee  of the  Board of  Directors.  The  executive
     committee of the Board of Directors  to the extent  permitted  under Nevada
     law,  consists of three directors and exercises all the power and authority
     of the  Board of  Directors  in the  management  of the  management  of the
     business  and  affairs  of the  Company  between  meetings  of the Board of
     Directors.  Each  executive  officer  is  appointed  by and  serves  at the
     discretion of the Board of Directors.

          None of the officers and/or  directors of the Company are officers and
     directors of any other  publicly  traded  corporation,  nor have any of the
     directors  and/or  officers,  nor any of the affiliates or promoters of the
     Company  filed  any  bankruptcy  petition,  been  convicted  in or been the
     subject of any pending criminal  proceedings,  or the subject to any order,
     judgment,  or  decree  involving  the  violation  of any  state or  federal
     securities laws within the past five years.

          The directors will initially  devote time to the Company affairs on an
     as needed basis.

          All of the working  officers and  employees  are on a full time basis.
     There is one other full time employee.

          At present  the Company  does not have any  employment  agreements  in
     place with any directors,  executive  officer or employee.  The Company may
     enter into an agreement with certain qualified executive officers if deemed
     appropriate  by the Board of Directors  to be in the best  interests of the
     Company. No agreement has been effected as of the date hereof.

          The business experience of each of the persons listed below during the
     past five years is as follows:

Frank Aiello, President/Director
Mr.  Aiello,  46, has been the Owner and  President  of FAA  Enterprise  Ltd., a
private corporation (holding company) since 1995 to present. Commencing February
1998,  Mr. Aiello is also the Manager and  President of Pro Glass  Technologies,
Inc.,  a  public  corporation  which  owns and  operates  two  automobile  glass
replacement and repair locations in Calgary,  Alberta.  In 1995 through February
1998 he was the  Owner/manager  and  President  of Cal Alta Auto Glass  Ltd.,  a
private  corporation  which owned and operated two automobile glass  replacement
and repair locations in Calgary, Alberta.  Currently Mr. Aiello is the Owner and
President of Cal Alta Auto Glass Ltd.

Peter E. von Sass,  Vice President/Director
Mr. von Sass, 69, has been serving on the board  commencing  October 1999.  From
March 1999 until June 2000 Mr. von Sass served as Vice President and Director of
Pro Glass Technologies, Inc. He assisted the Company in sourcing and structuring
of private and public  financing  and strategic  planning.  Mr. von Sass was the
Chairman,  CEO and director of Alusil  International,  Inc.  from  December 1996
until June 2000.  Mr. von Sass  assisted  the company in sourcing of  financing,
product testing,  strategic planning, and international market development.  Mr.
von Sass was the Chairman,  CEO and director of ECG Empire Capital Group,  Inc.,
from June 1995 until  June 2000.  Mr.  von Sass was  responsible  for  assisting
corporation in structuring and sourcing of private and public financing.  He was
also  responsible  for the  analysis,  planning  and  improvement  of  corporate
operating  performance and strategy,  At time, Mr. von Sass assumed the position
of management in client companies.

Omkar Nath Channan,  Director
          Mr Channan, 69, has been serving on the board commencing October 1999.
     From  June 1996  until  June  2000,  Mr.  Channan  was the  Founding  World
     President and Governor of The Workd Organization of Building  Officals.  He
     was also the President of the Calgary Julpar Development  Foundation.  Mr.
     Channan was also the President of the United Nations  Association in Canada
     Calgary Branch and a member of the International  Business Committee of the
     Calgary Chamber of Commerce.


Section 16(a) Beneficial Ownership Reporting Compliance

          Each of the  Companys  officers and  directors are required to file a
     Form 3, Annual  Statement of Changes in  Beneficial  Ownership on or before
     the 45th day after the end of the fiscal year.  These reports have not been
     filed in a timely basis and have recently been filed.

Item 10.  Executive Compensation

          Mr. Aiello  received  250,000 shares of common stock at $.06 per share
     for his services as the companies  President  for the year ended  September
     30, 2001.

          Mr. Von Sass and Mr.  Kelleher each received 12,000 shares at $.06 per
     share  for  services  as  management  to the  Company  for the  year  ended
     September 30, 2001

          There are no annuity,  pension or retirement  benefits proposed to pay
     to officers,  directors or  employees  of the  Corporation  in the event of
     retirement  date  pursuant  to any  presently  existing  plan  provided  or
     contributed to by the Corporation or any of its subsidiaries.

          No remuneration other than that reported in paragraph (a) of this item
     it proposed to be in the future  directly or indirectly by the  corporation
     to any officer or director under any plan which is presently existing.



Item 11.  Security Ownership of Certain Beneficial Owners and Management

          The following table sets forth  information,  to the best knowledge of
     the Company as of  September  30, 2000 with  respect to each  director  and
     officer and management as a group and any holder owning more than 5% of the
     outstanding common stock.

Name and                    Position       Title of    Amount of  Percentage(1)
 Address                                    Class      Shares
-------------------------------------------------------------------------------
Frank Aiello  (2)           President        Common    12,040,000        51%
526 Hawk Ford Way NW        Director
Calgary, Alberta T3G3J7

Peter Von Sass              V. President     Common       362,000         2%
15812 75th Ave NW           Director
Edmonton, Alberta T5R5X8

Omkar Nath Channan          Director         Common       150,000         1%
Site 18 Box 31 SS1
Calgary, Alberta, T2M4N3

Management as a Group                                  12,552,000         54%

          (1)The  above  percentages  are based on  23,166,449  shares of common
     stock outstanding as of September 30, 2001..

          (2)Frank Aiello owns 6,740,000 shares  indirectly.  5,236,000 of these
     shares  are  held  in  Cal  Alta  Auto  Glass  and  1,504,000  are  in  FAA
     Entertprises

Item 12.  Certain Relationships and Related Transactions

          The  Companys  officers and  directors  are subject to the doctrine of
     corporate   opportunities   only   insofar  as  it   applies  to   business
     opportunities  in which the  Company  has  indicated  an  interest,  either
     through its  proposed  business  plan or by way of an express  statement of
     interest  contained in the  Companys  minutes.  If directors are presented
     with  business  opportunities  that may conflict  with  business  interests
     identified by the Company, such opportunities must be promptly disclosed to
     the Board of Directors and made available to the Company.  In the event the
     Board shall reject an opportunity to presented and only in that event,  any
     of the Companys  officers and  directors  may avail  themselves of such an
     opportunity.  Every effort will be made to resolve any  conflicts  that may
     arise in favor of the Company.  There can be no  assurance,  however,  that
     these efforts will be successful.

          Mr.  Aiello,  Mr.  Channan,  Mr.  Kelleher,  and Mr. Von sass received
     12,000 shares of common stock for each for serving as directors.

          Mr. Aiello also received 250,000 shares of common stock for serving as
     the Companys President.  Michael Kelleher and Peter Von sass each received
     50,000  shares  of common  stock  each for  serving  as  management  to the
     Company.

          There  is an  arrangement  between  Windshield  Superstores,  Ltd.,  a
     subsidiary  of Pro  Glass  Technologies.  Inc.,  the US  corporation,  pays
     $6,000.00 a month as a management fee to Pro Glass  Technologies,  Inc., of
     Canada.  Included  in  this  management  contract  are  fees  for  investor
     relations, accounting, ad other professional fees.

          As of September 30, 2001 there have been no contracts or defined terms
     to pay promoters for stock, cash or any other payment terms.
                                     PART V

Item 13. Exhibits and Reports on Form 8-K

(a)      Exhibits

Notice of Meeting,  Information Statement and Proxy, previously filed.
Form 10Q,previously filed.




(b)      Reports  on Form 8-K

                  None.

                                   SIGNATURES

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

                                                PRO GLASS TECHNOLOGIES, INC.



                                                 By:/S/ Frank Aiello
                                                        Frank Aiello
                                                        President


Dated:  December 20, 2001

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

Signature                     Title                         Date

/S/ Frank Aiello           President, Director        December 20, 2001
Frank Aiello

/S/ Peter Von Sass
                           Vice President             December 20, 2001
Peter Von Sass

/S/ Omkar Nath Channan     Director                   December 20, 2001
Omkar Nath Channan












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