YEARLY REPORT FOR THE YEAR ENDED 12/31/2001

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

Annual report under Section 13 or 15 (d) of the Securities Exchange Act of 1934

                      For the year ended December 31, 2001

                       Commission File number: 000-33123


                             VISIONS IN GLASS, INC.
                 (Name of Small Business Issuer in its Charter)


                    1198 Via Fresno, Cathedral City, CA 92234
           (Address of Principal Executive Offices including zip code)


                                 (760) 324-8517
                (Issuer's Telephone Number, Including Area Code)


                                 Not Applicable
              (Former Name, Former Address and Former Fiscal Year,
                         if changed since last report)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
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 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 10KSB
or any amendment to this Form 10-KSB.[X]

The issuer's total revenues for the year ended December 31, 2001, were $8813.35.

On December  31,  2001,  the number of shares  outstanding  of the  registrant's
Common Stock, $0.0001 par value, was 5,293,000.
<PAGE>
                                  EXPLANATION

     This  amendment is being filed in order to correct an error which  occurred
in the  electronic  formatting  of the  document.  The date of the signature for
Irving  Munowitz  should have been  February  27, 2002 not  February  27,  2001.
Other than this correction, the document remains unchanged.
<PAGE>

TABLE OF CONTENTS


PART I

Item 1.  Description of Business

Item 2.  Description of Property

Item 3.  Legal Proceedings

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



PART II

ITEM 5   Market for Commmon Equity and Related Stockholder Matters

ITEM 6   Management Discussion and Analysis or Plan of Operation

ITEM 7   Risk Factors

ITEM 8   Capital Expenditures

ITEM 9   Financial Statements

ITEM 10  Security Ownership of Certain Beneficial Owners and
         Management

ITEM 11  Executive Compensation

ITEM 12  Exhibits and Reports on Form 8

                                       2
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS

Product

Visions  In  Glass,  Inc.  ("the  Company")  is a  stained  glass  business  for
manufacture and repair of stained glass products.  In addition to developing one
of a kind and  customized  stained  glass  artifacts,  the Company  continues to
manufacture  exquisite Holocaust images some of which appear on its web site and
are featured at local art  festivals.  The Company  manufactures  low-cost  gift
items for children most popular of which is a stained glass frame with a child's
likeness created in stained glass.

History

The President  and owner of the company  studied,  designed and created  stained
glass  artifacts  as a hobby  for the  greater  part of his  life.  Not until he
retired  from  his  regular  profession  as an owner  of a  successful  catering
business could he dedicate his time to pursuing his hobby of stain glass design,
manufacture and teaching the art.

Present Business Activities

The President  continues to design and manufacture  unique gift item pieces that
are reasonably  priced for sale. The President  teaches the art of stained glass
design and  techniques  of stained  glass  manufacture  to students of all ages.
Because of the success of the first class  taught by the  President  and through
word of  mouth,  additional  requests  for  classes  have been  received  by the
Company.  The Company intends to expand its classes to local senior centers when
student teachers are accredited and available.

Leads from students and satisfied customers have generated numerous requests for
bids and  repair of broken  and  damaged  stained  glass  both in homes and area
churches. The income the company has received to date has been generated through
satisfied customers telling friends and business associates.

Competition

The stained glass industry is vast and varied.  While there are numerous stained
glass artists and products on the market, the exacting  workmanship  required to
produce an elegant  piece of stained  glass is  attained  by a few.  The Company
continues to receive  requests for its display of its  Holocaust  collection  at
local and national art shows.

Pricing of the Company's  products have been  determined to attract both the low
and high-end purchaser of stained glass artifacts. The costs can be reduced with
growth and build up of sales.

ITEM 2. DESCRIPTION OF PROPERTY

Presently  the  Company  owns no real  property  and is  provided  space  by the
president of the Company for design and  manufacture of stained glass  products.
Classes are taught at local senior centers and schools.

ITEM 3. LEGAL PROCEEDINGS

None

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

None

                                       3
<PAGE>
PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of December 31, 2001, there were 56 shareholders of record holding a total of
5,293,000  shares of Common stock.  The holders of the Common stock are entitled
to one vote for each share held of record on all matters  submitted to a vote of
stockholders.  There is, as of the date of this filing,  no public market in any
class of stock of the Company.

ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain Forward-Looking Information

Information  provided in this 10KSB filing may contain  certain  forward-looking
statements within the meaning of Section 21E or Securities  Exchange Act of 1934
that are not historical  facts and information.  These statements  represent the
Company's  expectations or beliefs,  including,  but not limited to,  statements
concerning  future  and  operating  results,   statements   concerning  industry
performance,   the  Company's  operations,   economic   performance,   financial
conditions,  margins  and  growth in sales of the  company's  products,  capital
expenditures,  financing needs, as well as assumptions related to the foregoing.
For  this  purpose,  any  statements  contained  in  this  filing  that  are not
statements of historical  fact may be deemed to be  forward-looking  statements.
These  forward-looking  statements are based on current expectations and involve
various risks and uncertainties that could cause actual results and outcomes for
future periods to differ materially from any forward-looking  statement or views
expressed herein.

Financial

Visions In Glass,  Inc.  may raise  additional  capital  either  through debt or
equity financing.  No assurances are given that such efforts will be successful.
The Company  does not  anticipate  any material  increase in operating  expenses
until such time as  additional  capital can be raised and the  Company  proceeds
with the further development of its business plan.  Management believes that the
Company must be successful  in raising  equity or debt  financing  sufficient to
meet its working  capital  requirements  to support  development  of its product
sales and marketing.

The  Company  may offer a limited  number of shares to  qualified  investors  in
transactions that are exempt from registration  under the 1933 Act. There can be
no assurance or guarantee that there will be any interest by investors to invest
in the Company or that any  proceeds  can be raised by the  Company.  If capital
cannot be raised by the Company,  it will have a material  adverse impact on the
progress of its strategic business plan.

ITEM 7. RISK FACTORS

Visions In Glass,  Inc. is a start-up  company and subject to all the risks of a
new business.  There are several  competitors within the marketplace who possess
greater financial resources and may have experienced  management in the field of
manufacture  and marketing.  With larger and more  experienced  personnel in the
stained glass business who might be better at predicting customer demands,  such
competition  could impact  demand for the Company's  products and  significantly
reduce its ability to compete in the marketplace and show a profit.

Other large  companies with strong brand  recognition and experience in Internet
commerce  also may seek to  compete  in the  Internet  marketplace.  In order to
compete  with the  changing  environment,  Visions  In  Glass,  Inc.  may,  from
time-to-time, make pricing or marketing decisions that may harm its business.

The  Company is in its  developmental  stages and may take a long time to show a
profit.  Additional funds may be needed and may not be able to be raised.  There
can be no  assurances  that the  proposed  business  model will be  adequate  to
support future business operations if sufficient capital cannot be raised.

                                       4
<PAGE>
Since there is currently no market for the company's securities, there can be no
assurance  that a trading  market  will  develop in the  future.  In the event a
trading  market does  develop,  the  company's  common stock is likely to be low
priced and therefore less liquid.

Visions In Glass,  Inc. is completely  dependant on its  management  for product
development.  The current  management is the only personnel and until capital is
acquired  to  hire  and  train  additional   personnel,   management  is  solely
responsible for production of its products.  Should management,  for any reason,
become unable to work, without  adequately trained personnel,  the company could
not continue to operate.

ITEM 8. CAPITAL EXPENDITURES

Visions In Glass, Inc. made no significant  capital  expenditures on property or
equipment  over the periods  covered by this report.  The only  planned  capital
expenditures  is further  website  development  and Visions  intends to contract
sometime in the future to  complete  this work if and when  adequate  capital is
obtained.

ITEM 9. FINANCIAL STATEMENTS

The Company's  financial  statements for the fiscal year ended December 31, 2001
are attached hereto.

ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  information  set forth  information  concerning  the Officers and
Directors of the Company as of December 31, 2001.

                                               Beneficial Ownership of Shares
                                             -----------------------------------
Name                                         Number        Percent*     Security
----                                         ------        --------     --------
Irving Munowitz  (1)                       5,000,000         94.4%       Common
President, Secretary and
Director

Officers and Directors as a
Group                                      5,000,000         94.4%       Common

*Rounded up to the nearest whole number.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The  following  information  sets  forth  certain  information   concerning  the
Executive Officers and Directors of the Company as of June 30, 2001.

Name                     Age       Position             Term of Office
----                     ---       --------             --------------
Irving Munowitz (1)      76        Director     Until Annual Mtg of Stockholders
Jane Prestie (2)         37        Director     Until Annual Mtg of Stockholders

(1)  Irving Munowitz's address is 1187 Via Fresno, Cathedral City, CA 92234.
(2)  Jane Prestie's  address is 808 Riverview  Place,  S.E.,  Calgary,  Alberta,
     Canada.
                                       5
<PAGE>
There are no other persons  nominated or chosen to become Directors or Executive
Officers,  nor do we have  any  employees  other  than  the  above.  There is no
arrangement or understanding between any of our Directors or Officer pursuant to
which they were elected to his office.  The removal of a Director from the Board
can be  succeeded  only  by the  following  actions:  (1)  majority  vote of the
existing Directors; or (2) majority vote of the shareholders of record.

ITEM 11. EXECUTIVE COMPENSATION

The Officer and  Director of the Company has received no  compensation  to date.
The  Company  plans to  compensate  its Officer and  Directors  when  sufficient
profits  are  generated.  At the present  time,  the Company has set no dates or
guidelines and  requirements  when such  compensation  is paid.  When sufficient
profits are generated,  the matter will be brought before the Board of Directors
for approval.

ITEM 12. EXHIBITS AND REPORTS ON FORM 8-K

     (A)  Articles of Incorporation*
     (B)  By Laws*
     23   Consent of Independent Accountants**

     (C)  There were no reports on 8-K

*Incorporated by reference to a 10SB filing filed on August 27, 2001.
**Incorporated by reference to Form 10KSB40 filed on March 1, 2001.

                                   SIGNATURE

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.

                                        VISIONS IN GLASS, INC.

Dated February 27, 2002

                                        By /s/ Irving Munowitz
                                           -------------------------------------
                                           Irving Munowitz
                                           President and Director

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
date indicated.

/s/ Irving Munowitz                          February 27, 2002
-----------------------------------
Irving Munowitz
Presiden & Director

/s/ Jane Prestie                             February 27, 2002
-----------------------------------
Jane Prestie
Director

                                       6
<PAGE>
         [LETTERHEAD OF ARMANDO C. IBARRA CERTIFIED PUBLIC ACCOUNTANTS]

                          INDEPENDENT AUDITOR'S REPORT

We have audited the  accompanying  balance  sheets of Visions In Glass,  Inc. (A
Development Stage Company) as of December 31, 2001 and the related statements of
operations,  changes in stockholders'  equity,  and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an opinion on these  statements
based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as of December 31,
2001,  and the  results of its  operations  and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue as a going concern. As discussed in Note 4 to the financial statements,
the Company's losses from operations raise  substantial  doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Armando C. Ibarra

Armando C. Ibarra, CPA

January 30, 2002

                                      F-1
<PAGE>
                             VISIONS IN GLASS, INC.
                          (A Development Stage Company)
                                 Balance Sheets

--------------------------------------------------------------------------------

                                                       Year Ended    Year Ended
                                                      December 31,  December 31,
                                                          2001          2000
                                                        -------       -------
                                     ASSETS

Current Assets

  Cash                                                  $ 8,813       $ 6,628
                                                        -------       -------

Total Current Assets                                      8,813         6,628
                                                        -------       -------
      TOTAL ASSETS                                      $ 8,813       $ 6,628
                                                        =======       =======

LIABILITIES & STOCKHOLDERS' EQUITY

TOTAL LIABILITIES                                       $     0       $     0

STOCKHOLDERS' EQUITY
  Common stock $.0001 par value authorized
    (80,000,000 shares authorized; 5,293,000
     shares issued and outstanding as of December 31,
     2001 and 2000, respectively.)                          529           529
  Additional paid-in capital                              9,071         9,071
  Retained earnings                                        (787)       (2,972)
                                                        -------       -------

Total Stockholders' Equity                                8,813         6,628
                                                        -------       -------

       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY         $ 8,813       $ 6,628
                                                        =======       =======

                       See Notes to Financial Statements

                                      F-2
<PAGE>
                             VISIONS IN GLASS, INC.
                          (A Development Stage Company)
                            Statements of Operations

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   June 23, 1999
                                                                                    (inception)
                                                    Year Ended       Year Ended      through
                                                   December 31,     December 31,    December 31,
                                                       2001            2000            2000
                                                    -----------     -----------     -----------
<S>                                                 <C>             <C>             <C>
Revenues

    Revenues                                        $     6,749     $         0     $     6,749
                                                    -----------     -----------     -----------

Total Revenues                                            6,749               0           6,749

General & Administrative Expenses                         4,564           2,972           7,536
                                                    -----------     -----------     -----------

Total General & Administrative Expenses                   4,564           2,972           7,536
                                                    -----------     -----------     -----------

Net Income / (Loss)                                 $     2,185     $    (2,972)    $      (787)
                                                    ===========     ===========     ===========

Basic earnings / (loss) per share                   $      0.00     $     (0.00)
                                                    ===========     ===========
Weighted average number of
  common shares outstanding                           5,293,000       5,286,631
                                                    ===========     ===========
</TABLE>

                       See Notes to Financial Statements

                                      F-3
<PAGE>
                             VISIONS IN GLASS, INC.
                          (A Development Stage Company)
         Statement of Changes in Stockholders' Equity From June 23, 1999
                      (inception) through December 31, 2001

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       Common      Additional
                                         Common        Stock       Paid - in     Retained
                                          Stock        Amount       Capital      Earnings       Total
                                        ---------    ----------    ----------   ----------    ----------
<S>                                   <C>            <C>           <C>          <C>           <C>
Beginning balance, June 23, 1999                0    $        0    $        0   $        0    $        0

Stock issued for cash on June 24,
1999 @ $0.0002 per share                5,000,000           500           500                      1,000

Stock issued for cash on June 24,
1999 @ $0.01 per share                    230,000            23         2,277                      2,300

Net loss,  December 31, 1999                                                             0             0
                                        ---------    ----------    ----------   ----------    ----------
Balance,  December 31, 1999             5,230,000           523         2,777            0         3,300
                                        =========    ==========    ==========   ==========    ==========

Stock issued for cash on February 7,
2000 @ $0.10 per share                     63,000             6         6,294                      6,300

Net loss,  December 31, 2000                                                        (2,972)       (2,972)
                                        ---------    ----------    ----------   ----------    ----------
Balance,  December 31, 2000             5,293,000#          529         9,071       (2,972)        6,628
                                        =========    ==========    ==========   ==========    ==========

Net income, December 31, 2001                                                        2,185         2,185
                                        ---------    ----------    ----------   ----------    ----------
Balance, December 31, 2001              5,293,000    $      529    $    9,071   $     (787)   $    8,813
                                        =========    ==========    ==========   ==========    ==========
</TABLE>

                       See Notes to Financial Statements

                                      F-4
<PAGE>
                             VISIONS IN GLASS, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             June 23, 1999
                                                                                              (inception)
                                                             Year Ended       Year Ended        through
                                                             December 31,    December 31,     December 31,
                                                                2001            2000             2001
                                                               -------         -------          -------
<S>                                                            <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income / (loss)                                          $ 2,185         $(2,972)         $  (787)
                                                               -------         -------          -------

    Net cash provided / (used) by operating activities           2,185          (2,972)            (787)

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock                                                       0               6              529
  Additional paid-in capital                                         0           6,294            9,071
                                                               -------         -------          -------

    Net cash provided by financing activities                        0           6,300            9,600
                                                               -------         -------          -------

    Net increase in cash                                         2,185           3,328            8,813

    Cash at beginning of year                                    6,628           3,300                0
                                                               -------         -------          -------

    Cash at end of year                                        $ 8,813         $ 6,628          $ 8,813
                                                               =======         =======          =======
</TABLE>

                       See Notes to Financial Statements

                                      F-5
<PAGE>
                             VISIONS IN GLASS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

NOTE 1. HISTORY AND ORGANIZATION OF THE COMPANY

The  Company  was  organized  June 23,  1999,  under  the  laws of the  state of
Delaware,  as Visions in Glass,  Inc. The Company has minimal  operations and in
accordance with SFAS # 7, the Company is considered a development stage company.

On June 24, 1999,  the Company  issued  5,000,000  shares  common stock for cash
valued at $ 0.0002 per share

On June 24, 1999,  the Company  issued  230,000  shares of common stock for cash
valued at $ 0.01 per share.

On February 7, 2000,  the Company  issued 63,000 shares of common stock for cash
valued at $ 0.10 per share.

As of December 31, 2001 there were 5,293,000 shares of common stock outstanding.

NOTE 2. ACCOUNTING POLICIES AND PROCEDURES

a.   BASIS OF ACCOUNTING

The Company uses the accrual method of accounting.

b.   BASIC LOSS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective June 23, 1999 (inception).

Basic net loss per share  amounts is computed by dividing  the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

c.   CASH EQUIVALENTS

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

                                      F-6
<PAGE>
                             VISIONS IN GLASS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

NOTE 2. ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

d.   USE OF ESTIMATES

The preparation of 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.

e.   INCOME TAXES

The Company  accounts  for income  taxes using the asset and  liability  method.
Under the asset and liability  method,  deferred income taxes are recognized for
the tax consequences of "temporary  differences" by applying  enacted  statutory
tax rates  applicable  to future  years to  differences  between  the  financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock or preferred stock.

NOTE 4. GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the Company has minimal current source of revenue.  Without
realization  of  additional  capital,  it would be  unlikely  for the company to
continue as a going concern.  It is management's plan to seek additional capital
through the sale of its securities through private placements.

                                      F-7
<PAGE>
                             VISIONS IN GLASS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

NOTE 5. INCOME TAXES

                                              As of                  As of
                                        December 31, 2001      December 31, 2000
                                        -----------------      -----------------

Deferred tax assets/ (liability):             $ 118                  $ 446

Income tax expense:                             -0-                    -0-
                                              -----                  -----

Valuation allowance                            (118)                  (446)
                                              -----                  -----

Net deferred tax assets                       $ -0-                  $ -0-
                                              =====                  =====

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 6. SCHEDULE OF NET OPERATING LOSSES

      1999 Net Operating Income / (Loss)               0
      2000 Net Operating Income / (Loss)          (2,972)
      2001 Net Operating Income / (Loss)           2,185
                                                 -------
           Net Operating Loss                    $  (787)
                                                 =======

As of December 31, 2001,  the Company has net operating  loss  carryforwards  of
approximately  $ 787,  which  will  expire  20 years  from the date the loss was
incurred.

                                      F-8