SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                            FORM 10-KSB
                             (Mark One)

  [X]                    ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

            For the fiscal year ended December 31, 2002
  Or

  [   ]          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 0-31245

                    KAW ACQUISITION CORPORATION
        (Exact name of small business issuer in its charter)

                Nevada                        91-2048013
        (State or other jurisdiction of   (I.R.S. Employer
        incorporation or organization)    Identification No.)


       963 Valley View Drive, Meadowbrook PA 19046-1317
     (Address of principal executive offices (zip code))

       Issuer's Telephone Number:          918-336-1773


        Securities registered under Section 12(g) of the
        Exchange Act: Common Stock $0.001 par value per share.

        Check whether the issuer (1) filed all reports
        required to be filed by Section 13 or 15(d) of the
        Exchange Act during the last 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 files
        in response to Item 405 of Regulation S-B is not
        contained in this form, and no disclosure will be
        contained, to the best of registrant's knowledge, in
        definitive proxy or information statements
        incorporated by reference in Part III of this Form
        10-KSB or any amendment to this Form 10-KSB.   [ X ]

        State issuer's revenues for its most recent fiscal
        year.    $0


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

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

                Class                   Outstanding at
                                      December 31, 2002
           Common Stock,
         par value $0.001                500,000

                            PART I

        ITEM 1. DESCRIPTION OF BUSINESS

               Kaw Acquisition Corporation ("the Company")
        was incorporated on May 3, 2000, under the laws of
        the State of Nevada to engage in any lawful
        corporate undertaking, including, but not limited
        to, selected mergers and acquisitions.  The Company
        has been in the developmental stage since inception
        and has no operations to date other than issuing
        shares to its original shareholder.

               The Company's purpose is to seek, investigate
        and, if such investigation warrants, acquire an
        interest in a business entity which desires to seek
        the perceived advantages of a corporation which has
        a class of securities registered under the Exchange
        Act.  The Company will not restrict its search to
        any specific business, industry, or geographical
        location and it may participate in a business
        venture of virtually any kind or nature. Management
        anticipates that it will be able to participate in
        only one potential business venture because the
        Company has nominal assets and limited financial
        resources.

               The Company registered its common stock on a
        Form 10-SB Registration Statement filed pursuant to
        the Securities Exchange Act of 1934 (the "Exchange
        Act") and Rule 12(g) thereof.  The Company files
        with the Securities and Exchange Commission periodic
        and current reports under Rule 13(a) of the Exchange
        Act, including Quarterly Reports on Form 10-QSB and
        Annual Reports Form 10-KSB.

        The Board of Directors recommended to the Registrant
        shareholders, and on September 30, 2002, the
        shareholders of the Registrant approved, a
        Resolution to amend the Registrant's Articles of
        Incorporation to:

        - -    create a Class A Common Stock from the
               authorized capital stock consisting of
               12,000,000 shares with a par value of $0.001
               per share,

        - -    create a Class B Common Stock from the
               authorized capital stock consisting of
               88,000,000 shares with a par value of $0.001
               per share, and

        - -    add a preferred stock class for 20.0 million
               additional authorized shares.

        Reason for designating Class A and Class B Common
        Shares

        Designating a Class A Common Stock consisting of
        12,000,000 shares with par value of $0.001 per share
        and with a voting power equal to 20 votes per share
        will allow our Board flexibility to act promptly in
        issuing stock to meet our future business needs,
        which may include:

        - -    acquisitions and mergers,

        - -    financing transactions to improve our
               financial and business position,

        - -    stock splits or stock dividends,

        - -    recruiting employees and executives, and

        - -    other proper business purposes.

        Automatic conversion will occur without further
        action into equivalent shares of Class B Common
        Stock as follows:

        - -    upon the effective date of a registration
               statement filed under the Securities Act of
               1933, as amended

               - -     by a nationally recognized
                       underwriter on

                - -    New York Stock Exchange

                - -    American Stock Exchange

                - -    Nasdaq National Market

               - -     aggregate proceeds from offering is
                       the greater of the original issue
                       price of Preferred Stock issued by
                       Registrant multiplied by 1.5 and
                       gross cash proceeds to Registrant are
                       at least $5,000,000.

        If the Class A Common Shares have been designated
        and their voting and conversion rights established,
        our Board of Directors will be able to act quickly
        without spending the time and incurring the expense
        of soliciting proxies and holding additional
        shareholders meetings.  The Board, however, may
        issue additional shares of Class A Common Stock
        without action on the part of the shareholders only
        if action is permissible under Nevada law, and only
        if the rules of any exchange on which the Common
        Stock is then listed permit those issuances.  There
        are no additional costs or expenses due to the State
        of Nevada, where we are incorporated, as a result of
        the increase in authorized shares, other than the
        nominal costs associated with the filing of the
        Articles of Amendment.

        The Class A Common Shares may be used by a minority
        of shareholders to gain control of us by diluting
        the voting power of shares then outstanding or
        increasing the voting power of persons who would
        support the Board of Directors in opposing a
        takeover bid or a solicitation in opposition to
        management.  These shares could also be used by the
        Board of Directors in a public or a private sale,
        merger or similar transaction by increasing the
        number of outstanding shares and thereby diluting
        the equity interest and voting power of a party
        attempting to obtain control of us.  We are not
        currently aware of any effort to obtain control of
        us and have no plans to use the new shares for
        purposes of discouraging any such effort.  Issuing
        any additional shares of or Class A Common Stock
        would dilute our current shareholders' interest in
        Us.

        Reason for adding preferred stock:

        Adding preferred shares will also allow our Board
        flexibility to act promptly in issuing stock to meet
        our future business needs, which my include:

        - -    paying existing creditors,

        - -    financing transactions to improve our
               financial and business position,

        - -    stock splits or stock dividends,

        - -    acquisitions and mergers,

        - -    recruiting employees and executives,

        - -    employee benefit plans, and

        - -    other proper business purposes.

        If preferred shares are readily available, our Board
        of Directors will be able to act quickly without
        spending the time and incurring th expense of
        soliciting proxies and holding additional
        shareholders meetings.  The Board, however, may
        issue additional shares of Preferred Stock without
        action on the part of the shareholders only if the
        action is permissible under Nevada law, and only if
        the rules of any exchange on which the Common Stock
        is then listed permit those issuances.  There are no
        additional costs or expenses due to the State of
        Nevada, where we are incorporated, as a result of
        the increase in authorized shares, other than the
        nominal costs associated with the filing of the
        Articles of Amendment to our Articles of
        Incorporation.

        The additional authorized shares of Preferred Stock
        may be used to discourage persons from attempting to
        gain control of us by diluting the voting power of
        shares then outstanding or increasing the voting
        power of persons who would support the Board of
        Directors in opposing a takeover bid or a
        solicitation in opposition to management.  These
        shares could also be used by the Board of Directors
        in a public or a private sale, merger or shares and
        thereby diluting the equity interest and voting
        power of a party attempting to obtain control of us.
         We are not currently aware of any effort to obtain
        control of us and have no plans to use the new
        shares for purposes of discouraging any such effort.
         Issuing any additional shares of our Preferred
        Stock would dilute our current shareholders interest
        in us.


        ITEM 2. DESCRIPTION OF PROPERTY

               The Company has no properties and at this
        time has no agreements to acquire any properties.
        The Company currently uses the offices of Management
        at no cost to the Company.  Management has agreed to
        continue this arrangement until the Company
        completes a business combination.

        ITEM 3.        LEGAL PROCEEDINGS

               There is no litigation pending or threatened
        by or against the Company.

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

               No matter was submitted to a vote of security
        holders, through the solicitation of proxies or
        otherwise, during the fourth quarter of the fiscal
        year covered by this report.

               On September 30, 2002, the sole shareholder
        of Kaw, upon recommendation of the sole Director,
        voted to approve the Amendment to the Articles of
        Incorporation to provide for a Class A and Class B
        Common Stock and an additional 20,000,000 of
        preferred shares.

                                   PART II

        ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED
                       STOCKHOLDER MATTERS

               Following a business combination, a target
        company will normally wish to cause the Company's
        common stock to trade in one or more United States
        securities markets.  The target company may elect to
        take the steps required for such admission to
        quotation following the business combination or at
        some later time.

               If, after a business combination, the Company
        does not meet the qualifications for listing on the
        Nasdaq SmallCap Market, the Company may apply for
        quotation of its securities on the NASD OTC Bulletin
        Board.  In certain cases the Company may elect to
        have its securities initially quoted in the "pink
        sheets" published by the National Quotation Bureau,
        Inc.

               To have its securities quoted on the NASD OTC
        Bulletin Board a company must:

               (1)     be a company that reports its current
        financial information to the Securities and Exchange
        Commission, bank regulators or insurance regulators;

               (2)     has at least one market maker who
        completes and files a Form 211 with NASD Regulation,
        Inc.

               The NASD OTC Bulletin Board is a
        dealer-driven quotation service.  Unlike the Nasdaq
        Stock Market, companies cannot directly apply to be
        quoted on the NASD OTC Bulletin Board, only market
        makers can initiate quotes, and quoted companies do
        not have to meet any quantitative financial
        requirements.  Any equity security of a reporting
        company not listed on the Nasdaq Stock Market or on
        a national securities exchange is eligible.

               In order to qualify for listing on the Nasdaq
        SmallCap Market, a company must have at least (i)
        net tangible assets of $4,000,000 or market
        capitalization of $50,000,000 or net income for two
        of the last three years of $750,000; (ii) a public
        float of 1,000,000 shares with a market value of
        $5,000,000; (iii) a bid price of $4.00); (iv) three
        market makers; (v) 300 shareholders, and (vi) an
        operating history of one year or, if less than one
        year, $50,000,000 in market capitalization.  For
        continued listing on the Nasdaq SmallCap Market, a
        company must have at last (i) net tangible assets of
        $2,000,000 or market capitalization of $35,000,000
        or net income for two of the last three years of
        $500,000; (ii) a public float of 500,000 shares with
        a market value of $1,000,000; (iii) a bid price of
        $1.00; (iv) two market makers; and (v) 300
        shareholders.

               In general, there is greatest liquidity for
        traded securities on the Nasdaq SmallCap Market,
        less on the NASD OTC Bulletin Board, and least
        through quotation by the National Quotation Bureau,
        Inc., on the "pink sheets".  It is not possible to
        predict where, if at all, the securities of the
        Company will be traded following a business
        combination.

               During the past three years, the Company has
        sold securities which were not registered as
        follows:

                                 NUMBER OF
        DATE          NAME         SHARES    CONSIDERATION

        June 29,  Peter R. Goss    500,000       $ 500
         2000


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

               The Company will attempt to locate and
        negotiate with a business entity for the combination
        of that target company with the Company.  The
        combination will normally take the form of a merger,
        stock-for-stock exchange or stock-for-assets
        exchange (the "business combination").  In most
        instances the target company will wish to structure
        the business combination to be within the definition
        of a tax-free reorganization under Section 351 or
        Section 368 of the Internal Revenue Code of 1986, as
        amended.  No assurances can be given that the
        Company will be successful in locating or
        negotiating with any target business.

               The Company has not restricted its search for
        any specific kind of businesses, and it may acquire
        a business which is in its preliminary or
        development stage, which is already in operation, or
        in essentially any stage of its business life.  It
        is impossible to predict the status of any business
        in which the Company may become engaged, in that
        such business may need to seek additional capital,
        may desire to have its shares publicly traded, or
        may seek other perceived advantages which the
        Company may offer.

               In implementing a structure for a particular
        business acquisition, the Company may become a party
        to a merger, consolidation, reorganization, joint
        venture, or licensing agreement with another
        corporation or entity.

               It is anticipated that any securities issued
        in any such business combination would be issued in
        reliance upon exemption from registration under
        applicable federal and state securities laws.  In
        some circumstances, however, as a negotiated element
        of its transaction, the Company may agree to
        register all or a part of such securities
        immediately after the transaction is consummated or
        at specified times thereafter.  If such registration
        occurs, it will be undertaken by the surviving
        entity after the Company has entered into an
        agreement for a business combination or has
        consummated a business combination.  The issuance of
        additional securities and their potential sale into
        any trading market which may develop in the
        Company's securities may depress the market value of
        the Company's securities in the future if such a
        market develops, of which there is no assurance.

               The Company will participate in a business
        combination only after the negotiation and execution
        of appropriate agreements.  Negotiations with a
        target company will likely focus on the percentage
        of the Company which the target company shareholders
        would acquire in exchange for their shareholdings.
        Although the terms of such agreements cannot be
        predicted, generally such agreements will require
        certain representations and warranties of the
        parties thereto, will specify certain events of
        default, will detail the terms of closing and the
        conditions which must be satisfied by the parties
        prior to and after such closing and will include
        miscellaneous other terms.  Any merger or
        acquisition effected by the Company can be expected
        to have a significant dilutive effect on the
        percentage of shares held by the Company's
        shareholders at such time.

               The Company has entered into an agreement
        with Peter R. Goss, its sole shareholder, to
        supervise the search for target companies as
        potential candidates for a business combination.
        The Agreement will continue until such time as the
        Company has effected a business combination.  Peter
        R. Goss has agreed to pay all expenses of the
        Company until such time as a business combination is
        effected, without repayment.  Peter R. Goss, the
        sole Officer and Director of the Company, is the
        sole Officer and Director and controlling
        Shareholder of Kaw Acquisition Corporation.

               The Company does not anticipate expending
        funds itself for locating a target company.  Peter
        R. Goss, the Officer and Director of the Company,
        provides his services without charge or repayment.
        The Company will not borrow any funds to make any
        payments to the Company's Management, its affiliates
        or associates.  If Peter R. Goss stops or becomes
        unable to continue to pay the Company's operating
        expenses, the Company may not be able to timely make
        its periodic reports required under the Exchange Act
        nor to continue to search for an acquisition target.
         In such event, the Company would seek alternative
        sources of funds or services, primarily through the
        issuance of its securities.

               Peter R. Goss may only locate potential
        target companies for the Company and is not
        authorized to enter into any agreement with a
        potential target company binding the Company.  Peter
        R. Goss may provide assistance to target companies
        incident to and following a business combination,
        and receive payment for such assistance from target
        companies.  The Agreement with Peter R. Goss is not
        exclusive and the Company may enter into similar
        agreements with other persons or entities.

               The Board of Directors has passed a
        Resolution which contains a policy that the Company
        will not seek a business combination with any entity
        in which the Company's Officer, Director,
        shareholders or any affiliate or associate serves as
        an officer or director or holds any ownership
        interest.

        ITEM 7.        FINANCIAL STATEMENTS

               The financial statements for the year ended
        December 31, 2000, are attached to this filing.

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

        On January 17, 2003, Kaw Acquisition Corporation
        (the "Registrant") notified the accounting firm of
        Magee, Rausch & Shelton, LLP, of Tulsa, Oklahoma
        ("MRS") that MRS had been replaced as the
        Registrant's principal accountant.  MRS reported on
        and audited the financial statements prepared by the
        Registrant for the period since inception (May 3,
        2000) and ending July 15, 2000.

        On October 25, 2002, the Registrant engaged the
        accounting firm of James J. Taylor ("JJT") of New
        Braunfels, Texas, as its principal accountant to
        audit the financial statements prepared by the
        Registrant for the current fiscal year and for its
        past filings.  The decision to change accountants
        was recommended by the Company's Board of Directors
        and was based on the recommendation of Special
        Counsel to the Registrant to change as JJT would be
        more accessible in the State of Texas to potential
        merger candidates.

        The financial statements reviewed as of July 15,
        2000 and reported by MRS did not contain an adverse
        opinion or a disclaimer of opinion, nor were
        qualified or modified as to uncertainty, audit
        scope, or accounting principles.  Additionally,
        during he Registrant's two most recent fiscal years
        and any subsequent interim period preceding MRS'
        dismissal, there were no disagreements with the
        Registrant's former accountant on any matter of
        accounting principles or practices, financial
        statement disclosure, or auditing scope or
        procedures.

                                   PART III

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

               The Directors and Officers of the Company are
        as follows:

             Name             Age     Positions and Offices
                                              Held

        Peter R. Goss         64            President,
                                            Secretary,
                                            Director

               There are no agreements or understandings for
        the Officer or Director to resign at the request of
        another person and the above-named Officer and
        Director is not acting on behalf of nor will act at
        the direction of any other person.

               Set forth below is the name of the Director
        and Officer of the Company, all positions and
        offices with the Company held, the period during
        which he has served as such, and the business
        experience during at least the last five years:

               Peter Goss graduated in 1959 from Temple
        University with a B.S. Degree in Business
        Administration.  In 1967, Mr. Goss received his
        M.B.A. in Industrial Relations from Temple
        University through the Graduate School.  Over the
        course of his career, Mr. Goss has worked for the
        U.S. Government as a Management Analyst from 1961 to
        1967, and for the Radio Corporation of America as a
        Senior System Analyst from 1967 to 1969.  Currently,
        Mr. Goss serves as President of Village Mortgage
        Corporation and as Trustee of his land development
        and property management for his family.  Village
        Mortgage Corporation is involved with the placement
        of residential and commercial loans, development of
        .com companies, acquisition of venture capital, and
        land development and home building.  Mr. Goss has
        served as President for Village Mortgage Corporation
        since 1987.

        OTHER SIMILAR COMPANIES

               Peter R. Goss, the President of the Company,
        has been and is currently involved with companies
        similar to this one.  The initial business purpose
        of each of these companies was or is to engage in a
        business combination with an unidentified company or
        companies.

        CONFLICTS OF INTEREST

               A conflict may arise in the event that a
        similar company with which Mr. Goss is affiliated
        also actively seeks a target company.  It is
        anticipated that target companies will be located
        for the Company and other similar companies in
        chronological order of the date of formation of such
        companies or, in the case of companies formed on the
        same date, alphabetically.  However, other companies
        may differ from the Company in certain items such as
        place of incorporation, number of shares and
        shareholders, working capital, types of authorized
        securities, or other items.  It may be that a target
        company may be more suitable for or may prefer a
        certain company formed after the Company.  In such
        case, a business combination might be negotiated on
        behalf of the more suitable or preferred similar
        company regardless of date of formation.

               Mr. Goss has other ongoing business concerns.
         As such, demands may be placed on the time of Mr.
        Goss which would detract from the amount of time he
        is able to devote to the Company.  Mr. Goss intends
        to devote as much time to the activities of the
        Company as required.  However, should such a
        conflict arise, there is no assurance that Mr. Goss
        would not attend to other matters prior to those of
        the Company.

               The terms of a business combination may
        include such terms as Mr. Goss remaining a Director
        or Officer of the Company.  The terms of a business
        combination may provide for a payment by cash or
        otherwise to Peter Goss by a target business for the
        purchase of all or part of his common stock of the
        Company owed by Mr. Goss.  Mr. Goss would directly
        benefit from such employment or payment.  Such
        benefits may influence Mr. Goss' choice of a target
        business.

               Management may agree to pay finder's fees, as
        appropriate and allowed, to unaffiliated persons who
        may bring a target business to the Company where
        that reference results in a business combination.
        The amount of any finder's fee will be subject to
        negotiation, and cannot be estimated at this time.
        No finder's fee will be paid to the management or
        promoters of the Company, or to their associates or
        affiliates.  No loans of any type have been, or will
        be, made to management or promoters of the Company
        or to any of their associates or affiliates.

               The Company will not enter into a business
        combination, or acquire any assets of any kind for
        its securities, in which management or promoters of
        the Company or any affiliates or associates have any
        interest, direct or indirect.

               There are no binding guidelines or procedures
        for resolving potential conflicts of interest.
        Failure by management to resolve conflicts of
        interest in favor of the Company could result in
        liability of management to the Company.  However,
        any attempt by shareholders to enforce a liability
        of management to the Company would most likely be
        prohibitively expensive and time consuming.

        ITEM 10.       EXECUTIVE COMPENSATION

               The Company's Officer and Director does not
        receive any compensation for his services rendered
        to the Company, nor has he received such
        compensation in the past.  The Officer and Director
        is not accruing any compensation pursuant to any
        agreement with the Company.  However, the Officer
        and Director of the Company anticipates receiving
        benefits as a beneficial shareholder of the Company,
        and as the Officer and Director.

               No retirement, pension, profit sharing, stock
        option or insurance programs or other similar
        programs have been adopted by the Company for the
        benefit of its employees.


        ITEM 11.       SECURITY OWNERSHIP OF CERTAIN
                       BENEFICIAL OWNERS AND MANAGEMENT

               The following table sets forth, as of
        December 31, 2002, each person known by the Company
        to be the beneficial owner of five percent or more
        of the Company's common stock and the Director and
        Officer of the Company.  Except as noted, the holder
        thereof has sole voting and investment power with
        respect to the shares shown.

           Name and                            Beneficial
          Address of           Amount of       Percentage
        Beneficial Owner       Ownership        Of Class

        Peter Goss              500,000           100%
        963 Valley View Dr.
        Meadowbrook PA 19046

        All Executive Officers  500,000           100%
        and Directors as a
        Group (1 Person)

        ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED
                       TRANSACTIONS

               On June 29, 2000, the Company issued a total
        of 500,000 shares of common stock to the following
        for a total of $500.00 in cash.

                          Number of             Total
             Name           Shares           Consideration

        Peter R. Goss      500,000               $500

               The Board of Directors has passed a
        Resolution which contains a policy that the Company
        will not seek an acquisition or merger with any
        entity in which the Company's Officer, Director,
        shareholders or any affiliate or associate serves as
        an officer or director or holds any ownership
        interest.  Management is not aware of any
        circumstances under which this policy may be changed.

        ITEM 13.       EXHIBITS

               (a)     Exhibits
               3.1            Articles of Incorporation (1)
               3.1.1          Articles of Amendment to
                              Articles of Incorporation
                              dated September 30, 2002. (2)
               3.2            Bylaws (1)
               3.3            Specimen Stock Certificate (1)
               10.1           Agreement with Peter Goss (1)
               10.2           Shareholders Agreement (1)
               99.1           MRS' letter to the Securities
                              and Exchange Commission (2)

               (1)     Filed as an Exhibit to the Company's
                       Form 10-SB, filed with the Securities
                       and Exchange Commission on August 7,
                       2000.

               (2)     Filed as an Exhibit to Form 8-K filed
                       with the Securities and Exchange
                       Commission on March 31, 2003..

                          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.

                                KAW ACQUISITION CORPORATION


                                By:  /s/ Peter R. Goss
                                     Peter R. Goss
                                     President

        Dated:   April 24, 2003


               Pursuant to 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.

        NAME                     OFFICE          DATE

        /s/  Peter R. Goss      Director     April 24, 2003
        Peter R. Goss

                                CERTIFICATIONS


        I, Peter R. Goss, certify that:

        1.      I have reviewed this annual report on
                Form 10-KSB of Kaw Acquisition Corporation.

        2.      Based on my knowledge, this annual 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 annual report;

        3.      Based on my knowledge, the financial
                statements, and other financial
                information included in this annual
                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 annual report;

        4.      I am responsible for establishing and
                maintaining disclosure controls and
                procedures (as defined in Exchange Act
                Rules 13a-14 and 15d-14) for the
                registrant and I have:

                A.    designed such disclosure controls
                      and procedures to ensure that
                      material information relating to
                      the registrant, including its
                      consolidated subsidiaries is made
                      known to us by others within those
                      entities, particularly during the
                      period in which this annual report
                      is being prepared;

                B.    evaluated the effectiveness of the
                      registrant's disclosure controls and
                      procedures as of a date within 90
                      days prior to the filing of this
                      annual report (the "Evaluation Date");
                      and

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

        5.      I have disclosed, based on my most recent
                evaluation, to the registrant's auditors
                and the audit committee of registrant's
                board of directors (or persons performing
                the equivalent function):

                A.     all significant deficiencies in the
                       design or operation of internal
                       controls which could adversely affect
                       the registrant's ability to record,
                       process, summarize and report
                       financial data and have identified
                       for the registrant's auditors any
                       material weaknesses in internal
                       controls; and

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

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


        Date: April 24, 2003


        By: /s/ Peter R. Goss
            Peter R. Goss
            Chief Executive Officer and
            Chief Financial Officer


                 KAW ACQUISITION CORPORATION
                INDEX TO FINANCIAL STATEMENTS


                                           Page

Independent Auditor's Report                1

Balance Sheets - December 31, 2002          2
 and 2001

Statement of Operations and Retained        3
 Deficits for the years ended December
 31, 2002 and 2001 and the Period from
 May 3, 2000 (Date of Inception) to
 December 31, 2002

Statement of Cash Flows - For the years     4
 ended December 31, 2002 and 2001 and
 the Period from May 3, 2000 (Date of
 Inception) to December 31, 2002

Statement of Changes in Stockholder's       5
 Equity - For the Period from May 3,
 2000 (Date of Inception) to December
 31, 2002

Notes to Financial Statements              6-7


                               James J. Taylor
                         Certified Public Accounting


                         INDEPENDENT AUDITOR'S REPORT


        Board of Directors
        Kaw Acquisition Corporation
        (A Development Stage Company)

        I have examined the accompanying balance sheet of
        Kaw Acquisition Corporation (a development stage
        company) as of December 31, 2002 and 2001, and the
        related statements of operations and retained
        deficits, cash flows, and stockholder's equity for
        the years ended December 31, 2002 and 2001, and the
        period from May 3, 2000 (date of inception) to
        December 31, 2002.  These financial statements are
        the responsibility of the Company's management.  My
        responsibility is to express an opinion on these
        financial statements based on my audit.

        I conducted my audit in accordance with generally
        accepted auditing standards.  Those standards
        require that I plan and perform the audit to obtain
        reasonable assurance about whether the financial
        statements are free of material misstatement.  An
        audit included examining, on a test basis, evidence
        supporting the amounts and disclosures in the
        financial statements.  An audit also includes
        assessing the accounting principles used and
        significant estimates made by management, as well as
        evaluating the overall financial statement
        presentation.  I believe that my audit provides a
        reasonable basis for my opinion.

        In my opinion, the financial statements referred to
        above present fairly in all material respects, the
        financial position of Kaw Acquisition Corporation (a
        development stage company) as of December 31, 2002
        and 2001, and the results of its operations and
        retained deficits, cash flows, and stockholder's
        equity for the years ended December 31, 2002 and
        2001, and the period from May 3, 2000 (date of
        inception) to December 31, 2002 in conformity with
        generally accepted accounting principles.


        March 31, 2003


        /s/   James J. Taylor

        555 IH35 South  Suite 312  New Braunfels, Texas
        78130  Telephone (830)624-1000  (830)624-0300
                    e-mail address: james_j_taylor@msn.com


                                     -1-




                 KAW ACQUISITION CORPORATION
                (A DEVELOPMENT STAGE COMPANY)

                        BALANCE SHEETS

                  DECEMBER 31, 2002 AND 2001


                                  DECEMBER     DECEMBER
                                  31, 2002     31, 2001

                            ASSETS

        Cash                       $   438     $    438
                                    ______       ______
                                   $   438     $    438
                                    ______       ______




                     LIABILITIES AND STOCKHOLDER'S EQUITY

        LIABILITIES                $    0      $      0


        STOCKHOLDER'S EQUITY:
         Common stock - $0.001
         par value, 100 million
         shares authorized,
         500,000 shares issued
         and outstanding              500          500

         Retained Earnings            (62)         (62)
                                    ______       ______
       Total Stockholder's equity     438          438
                                    ______       ______

       Total Liabilities and
        Stockholder's Equity        $ 438        $ 438





        SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                             -2-


                 KAW ACQUISITION CORPORATION
                (A DEVELOPMENT STAGE COMPANY)

        STATEMENTS OF OPERATIONS AND RETAINED DEFICITS

        FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
        THE PERIOD FROM MAY 3, 2000 (DATE OF INCEPTION) TO
                      DECEMBER 31, 2002






                                              MAY 3, 2000
                                               (DATE OF
                        YEAR        YEAR       INCEPTION)
                        ENDED       ENDED          TO
                       DECEMBER    DECEMBER     DECEMBER
                       31, 2002    31, 2001     31, 2002

INCOME                  $   0       $   0        $   0


EXPENSES:
 Bank Charges               0          36           62
  Total expenses            0          36           62

NET INCOME (LOSS)           0         (36)         (62)

RETAINED DEFICIT
 JANUARY 1, 2002,
 2001 AND MAY 3,          (62)        (62)         (62)
 2000 (date of
 inception)
                         _____      ______       ______

RETAINED DEFICIT
 DECEMBER 31, 2002
 AND 2001 AND THE
 PERIOD OF MAY 3,
 2000 (DATE OF
 INCEPTION) THROUGH
 DECEMBER 31, 2002     $ (62)       $ (62)       $ (62)
                        _____       ______       ______

NET LOSS PER SHARE
 OF COMMON STOCK       $0.000000    $0.000072    $0.000124

                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                     -3-



                 KAW ACQUISITION CORPORATION
                (A DEVELOPMENT STAGE COMPANY)

                   STATEMENT OF CASH FLOWS

        FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
        AND THE PERIOD OF MAY 3, 2000 (DATE OF INCEPTION) TO
                      DECEMBER 31, 2002


                                              MAY 3, 2000
                                               (DATE OF
                        YEAR        YEAR       INCEPTION)
                        ENDED       ENDED          TO
                       DECEMBER    DECEMBER     DECEMBER
                       31, 2002    31, 2001     31, 2002


CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss)       $   0       $  36        $  62

Adjustments to
 reconcile net income
 to net cash flows
 from operating
 activities                             0           0

Net cash provided by
 (used in) Operating
 activities                 0         (36)        (62)

CASH FLOWS FROM
 FINANCING ACTIVITIES
Proceeds from issuance
 of common stock            0           0         500

Net cash provided by
 financing activities       0           0         500

NET (DECREASE) INCREASE
 IN CASH AND CASH
 EQUIVALENTS                          (36)        438

CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD       438         474           0


CASH AND CASH EQUIVALENTS
END OF PERIOD           $ 438       $ 438       $ 438




        SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                             -4-



                 KAW ACQUISITION CORPORATION
                (A DEVELOPMENT STAGE COMPANY)

         STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

      FOR THE PERIOD OF MAY 3, 2000 (DATE OF INCEPTION)
                     TO DECEMBER 31, 2002




                        COMMON                       TOTAL
                        STOCK    COMMON              STOCK-
                        SHARES   STOCK    RETAINED   HOLDERS
                        ISSUED   AMOUNT   DEFICITS   EQUITY


5/3/00
 Original common stock
  issue                500,000   $  500    $   0     $  500
 Net loss for the
  period of May 3,
  2000 to December
  31, 2000                                   (26)      (26)

   Totals              500,000   $  500    $ (26)    $  474


12/31/01
 Net loss for the
  year ended December
  31, 2001                                   (36)      (36)

   Totals              500,000   $  500    $ (62)    $ 438


12/31/02
 Net loss for the
  year ended December
  31, 2002                                     0         0

   Totals              500,000   $  500    $ (62)    $ 438


        SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                             -5-


                 KAW ACQUISITION CORPORATION
              (A DEVELOPMENT STAGE CORPORATION)
                NOTES TO FINANCIAL STATEMENTS
        FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


     NOTE 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            ORGANIZATION AND BUSINESS OPERATIONS:
            Kaw Acquisition Corporation was incorporated
            in Nevada on May 3, 2000 to serve as a
            vehicle to effect a merger, exchange of
            capital stock, asset acquisitions or other
            business combinations with a domestic or
            foreign private business.  At December 31,
            2002, the Company had not yet commenced any
            formal business operations, and all activity
            to date relates to the Company's formation
            and proposed fund raising.  The Company's
            fiscal year ends December 31.

            The Company's ability to commence operations
            is contingent upon its abilities to identify
            a prospective target business and raise
            capital that it will require through the
            issuance of equity securities, dent
            securities, bank borrowings or a combination
            thereof.

            USE OF ESTIMATES:
            The preparation of the financial statements
            in conformity with generally accepted
            accounting principles requires management to
            make estimates and assumptions that affect
            the reported amounts of assets and
            liabilities and disclosure of contingent
            assets and liabilities at the date of the
            financial statements and the reported amounts
            of revenues and expenses during the reporting
            period.  Actual results could differ from
            those estimates.

            CASH AND CASH EQUIVALENTS:
            For purposes of the statement of cash flows,
            the Company considers all highly liquid
            investments purchased with an original
            maturity of three months or less to be cash
            equivalents.

            FEDERAL INCOME TAXES:
            The Company accounts for income taxes under
            the Financial Accounting Standards Board of
            Financial Accounting Standards No. 109,
            "Accounting for Income Taxes" ("Statement
            109").  Provisions for income taxes are
            calculated on a pretax income reported for
            financial statement purposes.  Deferred
            income taxes (liability) or benefit from
            income taxes (asset) are provided through
            timing differences between the reporting of
            financial statement income and taxable
            income.  If material, these differences will
            be recorded as deferred income taxes of
            benefit from income taxes.  Due to the
            Company's operational inactivity from May 3,
            2000 (the date of inception) through December
            31, 2002, no deferred taxes or benefit from
            income taxes has been provided.

     NOTE 2  -  STOCKHOLDER'S EQUITY:

            In the original charter issued by the State
            of Nevada on May 3, 2000, the Company was
            authorized to issue 10,000,000 shares of
            common stock at a par value of $0.001 per
            share.  Of the number of shares authorized,
            500,000 shares have been issued to Peter R.
            Goss, pursuant to Rule 506, for the aggregate
            consideration of $500.

     NOTE 3  -  SERVICES AGREEMENT:

            On June 29, 2000, the Company signed an
            agreement with Peter R. Goss, a related
            entity.  The Agreement calls for Peter R.
            Goss to provide the following services,
            without reimbursement from the Company, until
            the Company enters into a business
            combination as described in Note 1:
            1.      Preparation and filing of required
                    documents with the Securities and
                    Exchange Commission.
            2.      Location and review of potential
                    target companies.
            3.      Payment of all corporate,
                    organizational, and other costs
                    incurred by the Company.

     NOTE 4  - SUBSEQUENT EVENTS:
            On September 30, 2002, at a duly called
            meeting of the Board of Directors, a
            resolution amending the articles of
            incorporation to provide for Class A and
            Class B common stock and to provide for
            Preferred Shares.  The classes are as follows:
                1.  Class A Common Stock consisting of
                    12,000,000 shares with a par value of
                    $0.001 per share.
                2.  Class B Common Stock consisting of
                    88,000,000 shares with a par value of
                    $0.001 per share.
                3.  Preferred Stock consisting of
                    20,000,000 shares with a par value of
                    $0.001 per share.


                          APRIL 15, 2003
                  CONSENT OF INDEPENDENT CERTIFIED
                         PUBLIC ACCOUNTANT


United States Securities
and Exchange Commission
Washington, D.C.

Dear Sirs:

I hereby consent to the use in Annual Report for the year
2002, Form 10-K, my audit reported dated March 31, 2003,
relating to the financial statements of Kaw Acquisition
Corporation which appear in such Annual Report. I also
consent to the references to me under the heading "Experts"
in such Report.

                            Sincerely yours,


                            /s/ James J. Taylor
                            James J. Taylor
                            Certified Public Accountant


EXHIBIT 99.X



          CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

               AND THE CHIEF FINANCIAL OFFICER


I, Peter R. Goss, Chief Executive Officer and Chief
Financial Officer, of Kaw Acquisition Corporation (the
"Registrant"), do hereby certify in accordance with 18
U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

(1)     the Annual Report on Form 10-KSB of the Registrant,
        to which this Certificate is attached as an Exhibit
        (the "Report"), fully complies with the requirements
        of Section 13(a) or 15(d) of the Securities Exchange
        Act of 1934 (15 U.S.C. 78m), as amended; and

(2)     the information contained in the Report fairly
        presents, in all material respects, the financial
        condition and results of operations of the
        Registrant.

Date: April 24, 2003


By:  /s/ Peter R. Goss
     Peter R. Goss
     Chief Executive Officer and
     Chief Financial Officer