UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

FORM 10-KSB

ANNUAL REPORT SECTION 13 OR 15(d) OF THE SECURITIES ACT, 1934

For the Fiscal Year Ended January 31, 2002

Commission File No. 000-33507

RAMSIN PRODUCT DEVELOPMENT, INC.

New
York     16-1475712(State or other jurisdiction
of                                 
(IRS Employer
Identification                                         
incorporation or
organization)                                   
No.)

2450 W. Ridge Road, Suite 305, Rochester,
NY     14626(Address of Principal Executive
Offices)                            
(Zip Code)

Issuer's telephone
number:        (716)
225-1840

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

Securities registered under Section 12(g) of the Exchange Act:

Title of Each Class

Common Stock, $0.001

Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and 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
last 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 registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB.   [ x  ]

The registrant's revenues for the fiscal year ended January 31,
2002 were $20,156.00

The aggregate market value of voting stock held by
non-affiliates of the registrant as of October 30, 2001 was based upon the last
sales price of such stock on that date pursuant to a Private Placement
Memorandum dated May 8, 1998 was $775,500.00.  On October 30, 2001 the
number of shares of the registrant's common stock outstanding was 7,775,000
shares.

<page>

DOCUMENTS BY REFERENCE

Portions of the registrant's Proxy Statement for its Annual
Meeting of the Shareholders to held
on                  
are incorporated by reference in Part III of this Report.  Except as
expressly incorporated by reference, the registrant's Proxy Statement shall not
be deemed a part of this Form.

## PART I

THE COMPANY:

Ramsin Product Development, Inc. ("Ramsin" or the
"Company") was founded on February 23, 1995, and incorporated under
the laws of the State of New York.  The original name of the Company was
Ramsin, Inc.  On July 7, 1997 the Articles of Incorporation were amended to
change the name of the Company to better describe its primary business function
and to reflect the inclusion of a new business partner.

The Company's primary purpose is the design, development,
marketing, sales and exploitation of new inventions of consumer products from
local and regional inventors, which the Company has acquired.  Founders of
the Company are themselves, inventors.  Ramsin  pursues those products
and ideas, which, after careful research, promise to show a return on investment
for the Company.

Douglas Ramsey designed, developed and marketed his patented no
spill lid (the "Closer Lid"), which is a uniquely designed lid for
travel mugs.  In 1995, Mr. Ramsey and Mr. Sinacori incorporated under the
name Ramsin, Inc. with the intent to market and sell drink-ware products using
the Closer Lid.   In late 1997, Ramsin refocused its business on the
development and marketing of newly invented products.

PRINCIPAL PRODUCTS AND SERVICES:

The Company is engaged in the development of products from
design stage to manufacture and sale of the item.  To date the Company's
major product is the Closer Lid.  This product currently represents the
entire sales activity of the Company.

While the Company anticipates the majority of its earnings will
derive from the Closer Lid and the WristRight product lines, it is also
currently in the process of developing two (2) other consumer products. 
These are the Hoop-It sports ball storage system, and the Pocket Pal, a
multifunctional key ring, and one industrial product named the Cement Truck
Strainer.  The Cement Truck Strainer is a convenient portable system that
allows cement truck operators to flush out the nozzle with water so that washed
out solids are retained in the strainer and  not passed on to the
ground.  This product has wide applications in the building trades industry
and the environmental benefit of preventing effluents from entering the ground.

WRISTRIGHT

The Company obtained the rights to the WristRight, a heated
wrist mount for keyboards and computer mouse equipment.  This product may
have therapeutic value in relation to repetitive stress injuries.

Recently, the Company has completed production and has begun negotiations
with Fellows Manufacturing Company and Belkin Company, both companies are
manufacturers and sellers of wrist-rest devices,  for the manufacture, marketing and distribution of the WristRight
heated mount for computer users.

The Company's rights to the WristRight are outlined in its
license agreement.  The term of the license agreement is until the
expiration of the last patent obtained, or for breach of payment of the royalty
and license fee.  The Company has paid an initial royalty and
Twenty-Thousand ($20,000) Dollars as well as being subject to a fifteen (15%) of
gross sales license fee.  The license agreement is an exhibit to the
Company's Form 10- SB registration filing which can be found on the Securities
and Exchange Commission's data base known as EDGAR.  The specific details
regarding the minimum amount and timing of these payments are found therein.

The Company is marketing WristRight via the World Wide Web at www.wristright.com.
It plans to expand its marketing of this product to traditional brick and mortar
retailers both in the United States and abroad.  The Company believes that
this product may potentially alleviate chronic wrist pain often associated with
repetitive stress injuries such as carpal tunnel syndrome.  Additionally,
the Company is selling this product through Staples Office Products. 
Unfortunately, sales are sluggish.  It plans to market this product through catalog outlets, direct sales
and licensing agreements with other companies.

While there is some difference of opinion as to the scientific
evidence that keyboarding is a cause of repetitive stress injury, there seems to
be sufficient reason so as to cause certain computer manufacturers such as
Compaq to include a warning of these injuries on their keyboards, and for IBM to
train its employees in "proper keyboarding techniques" to avoid such
injuries.

The product, however, is not a medical device and the Company
makes no claims that it has any therapeutic value, nor does the Company allege
in any way that the product will prevent or cure repetitive stress
injuries.  The Company believes that the documentation it has received
indicates that heat can be therapeutic in the treatment of joint injuries and
disease.  Keeping hands warm promotes stimulation and blood flow. 
Good blood flow supplies nutrients to tissue and helps clear toxins.

<page>



THE CLOSER, NO-SPILL LID

The Closer, No-Spill Lid ("the Closer Lid") is a
uniquely designed and patented lid to prevent spills from cups and mugs while
traveling or in motion.  Douglas Ramsey is the inventor of the Closer Lid
and owns all rights and patents.

Despite an exclusive license to exploit this product with
Williams Industries, this licensee allows the Company to continue direct sales
of the Closer Lid.  The Company currently sells the Closer Lid nationally
to Bruegger's Bagels, Sugarcreek Convenience Stores and Noco Convenience Stores
as well as through its website at www.wristright.com. 
Williams Industries markets and sells the Closer Lid through various regional
and national retail chains.

HOOP-IT

The Hoop-It is a storage unit for sports balls, such as
basketballs, soccer balls, football etc.  It is currently undergoing some
additional design changes to make it more adaptable to storing behind a door or
suspending from the wall.

This product is licensed to the Company.  The license
agreement has been incorporated by reference to this Form, and is an exhibit to
the Company's Form 10-SB registration statement which can be found on the
Securities and Exchange Commission's data base known as EDGAR.  The
material terms of this agreement require that the Company pay to the licensor a
royalty fee of fifteen ($.15) cents for each unit sold, and is responsible for
the manufacture, distribution, marketing and inventory of this product. 
Specifics of the agreement are found in the exhibit.

There has been some initial interest in this product from
several discount retailers.  However, that interest has resulted in the
Company undertaking the redesign described earlier.  While management
believes that this product will eventually be salable, it can make no assurances
of its market acceptance.

POCKET PAL

The Pocket Pal is a unique key ring, which much like a
"Swiss army knife" includes a number of useful gadgets, such as a
bottle opener, pen, scrapper and emergency whistle.  The ring is designed to be an attractive "give
away" promotional item.  The Company has several prototypes modes
bearing advertising for several well known products.

This product has been developed by the Company and requires no
additional development.  Until recently the Company has focused nearly all
of its efforts on the WristRight product line, and has not aggressively marketed
this product.  However, the Company's new website at www.wristright.com.,
provides a link to a page describing in full this product as well as the Hoop-It
and Closer Lid.  While the website provides a method to contact the
Company, it will in the future provide information regarding retailers involved
in the marketing of this and other Company products.

CEMENT TRUCK STRAINER

Unlike its other product lines, this product is industrial and
not consumer oriented.

The Cement Truck Strainer is an attachment system for cement
mixer trucks that allows the operator to to "wash the flue" without
releasing dirt and other particles into the ground.  The Company has
obtained the rights to this product from its inventor.

The term of the marketing agreement is for the life of the
inventor's patents and required an investment from the Company of fifteen
thousand ($15,000.00) dollars, which was paid on his behalf for drawings,
models, and legal fees.  In return for finding a company to license the
manufacture, sale and exploitation of this property, the Company is required to
pay the inventor a twenty-five (25%) percent of any licensing fee the Company
may negotiate.  The marketing agreement is made an exhibit by reference to
this Form 10-KSB and is a part of the Company's Form 10 Registration Statement
filed with the Commission.

The major advantage of this product is that it does not increase
the work burden of the truck operator while  at the same time allowing the
operator to wash the funnel of the truck without spilling pollutants into the
ground.  The funnels of every cement truck must be cleaned after each use
to avoid cement from setting in the funnel.  The trucks are outfitted with
a hose to wash out this remaining sediment.  Without this product, that
sediment is simply washed into the ground.  The Cement Truck Strainer traps
the sediment preventing it from passing from the truck to the construction
environment.

The product is still undergoing development and is not ready for
market.  The Company is in the process of making both engineering and
design changes to the product and as of yet has not made a marketing plan to
cover this item.  It anticipates that the redesign and engineering will not
be completed before the third quarter of the fiscal 2002, and will wait until
that time to develop a marketing strategy for the product.

SALES AND MARKETING

As of January 31, 2002, the Company has not realized sufficient
income from any of its products to avoid losses.  There are continuous but
limited sales of the Closer Lid, and the WristRight product lines.  The
Cement Truck Strainer is not ready for market, and while Pocket Pal is market
ready the Company has yet to aggressively market the product.

Hoop-It has been reviewed by several retailers, all of which
have suggested design modifications.  These modifications have been made
and the Company is hopeful that a retail test of the product will have begun
mid-second quarter of fiscal 2002.

The WristRight is fully developed and is being marketed
aggressively.  The Company has established a website for the direct sale of
this product line (www.wristright.com), and has received and fulfilled limited
quantity orders for the product from Staples, Inc., the office products
retailer.  It continues to seek distribution and manufacturing partners for
this product.

The Company expenses advertising costs as they are
incurred.  For the fiscal year, 2002, advertising expense was $297.00 down
from the previous year's expenditure of $998.00.

MARKETING PLAN

DISTRIBUTION:  The Company plans a traditional distribution program for its
products.

1. Manufacturers' Representatives:  A
    "manufacturers' rep" receives a commission for  selling
    product to a wholesaler or retailer.
2. Master Distributor:Buys directly from
    the Company and sells to smaller distributors and retailers.  Master
    Distributors are required to purchase inventory from the Company.
3. Sales Agencies:  Sales
    agencies specialize in selling to mass markets, such WalMart, Cosco,
    etc.  Generally they have a relationship with buyers and purchasing
    agents for these companies and receive a commission for the products they
    sell.

COMPETITION:  The Company primarily operates within the multi-billion
dollar consumer products market.  That is those products are most often
used by individuals and households, and generally include products such as
computers, televisions, radios, office products, appliances etc. Company
products compete in several sub-sectors of this market.  The WristRight
competes in the home office, office product arena, while the Pocket Pal 
and Closer Lid compete in the premium giveaway sector (advertising promotional
items such as key-rings, pens, t-shirts, travel cups, etc.) and the Hoop-It
competes in household goods sector which includes storage and closeting systems.

Each of these markets are highly competitive both in terms of
the products available and in terms of the large representation of manufacturers
and distributors in all sectors of the consumer products market.  In order
to be successful in this market the Company needs to aggressively price and
market it products.

The Company products have several unique characteristics that
provide a competitiveness.

THE CLOSER LID: 
This product can be fitted to standard travel cups and it has a patented
uniquely designed locking mechanism that allows the Company to guarantee that
the product absolutely prevents spills.

WRISTRIGHT:  The
WristRight competes with those products that have been designed to allegedly
alleviate or prevent the effects of repetitive stress injury.  The number
of these products is significant.  The Company's product is unique however
in that instead of relying on mechanical devices, arm or wrist supports, or
other positioning devices, the Company's product uses a heat generating gel to
keep the hand joints warm while operating a mouse or keyboard.  Currently
management is unaware of any similar or like product on the market.

POCKET PAL:  Like the
Closer Lid the Pocket Pal competes in the premium promotional market.  This
product faces even stiffer competition in that it competes with give away items,
such as pens, and key chains.  Pocket Pal's uniqueness and attraction is
its multiple uses.  It contains a pen, a can opener, a bottle cap twister,
lotto scratcher, and a scraper.    Its competitive position will
rely heavily on this "gadget attraction".

<page>

RESEARCH AND DEVELOPMENT

While the Company reviews and assists with the development of
new products, it does not engage in traditional research and development. 
The Company's financial requirements in this area are minimal.  For the
fiscal year ended January 31, 2002, the Company's research and development
expense was $48,645.00.  All of this expense is related to the
WristRight product.

EMPLOYEES

As of the end of the fiscal year, the Company had two (2) full
time employees.  The Company has no collective bargaining agreements and
believes that its relationship with its employees is good.

GOVERNMENT REGULATION

None of the Company's products require approval of any governmental agency,
state, local or federal.

The Company makes no claim that the WristRight is a medical product or
device.  The Federal Food and Drug Administration and Cosmetics Act
("FDA Act"), as amended in the Medical Device Amendment of 1976, the
1990 Safe Medical Devices Act and most  recently the Quality System
Regulation ("QSR") affect  only those products considered to be
medical devices.  The Company's WristRight product is not a medical device,
and as such is not subject to these statutes.

The Company is subject to the reporting regulations of the Securities and
Exchange Commission.  These reports include, but are not limited to the
filing of an Annual Report (Form 10-KSB), quarterly financial reports (Form
10-QSB), an annual Proxy Statement and other disclosure documents.

MANUFACTURING AND QUALITY ASSURANCE

The Company does not manufacture any of its products.  Depending on the
type of product, the Company seeks manufacturers with the appropriate skill and
equipment to produce its products.  Manufacturers are given the
engineering, design and assembly drawings with specifications for each part for
the various products and are required to manufacture to those
specifications.  Each manufacturer is accountable for its own Quality
Assurance program.  The Company spot checks manufactured items for
adherence to specifications.

TRADEMARKS, PATENTS, COPYRIGHTS, LICENSES

The Company currently has not registered a trademark for its products. 
The Company holds patent number 6133556 for an improvement to the WristRight. 
It has licensed rights to various patents related to its different products.



<page>

PROPERTIES

The Company is located at 2450 W. Ridge Road, Suite 305, Rochester, NY
14626.  The Company does not own these premises and leases them on a
month-to-month basis.  The original lease term has expired. 
Nevertheless, the parties have orally agreed to continue the rental relationship
without a lease with mutually agreed upon lease adjustments at a current base
rate of $675.00 per month.  The current arrangement remains in effect until
terminated in writing by either party.



LEGAL PROCEEDINGS

No material legal proceedings involving the Company are pending at this time.



SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

The Company had no matters before the shareholders during the period covered
by this report.

## PART II

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Company's shares are not currently being publicly traded.  There is
no trading history.

The Company has authorized 50,000,000 shares of common stock at a par value
of $0.001 and 20,000,000 shares of preferred stock at a par value of
$0.001.  The preferred shares are authorized but none are issued and
outstanding.  Of the common shares authorized 7,665,000 are issued and
outstanding.  There are 165,000 shares subject to the Commission's Rule
144.

At the end of the fiscal year 2002, there
were 26 shareholders of the Company's common
voting shares.

The Board of Directors does not anticipate the payment of any dividends on
its stock.



<page>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Revenues decreased in 2002 from $30,569.00 to $20,156.00.  Overall over
the last three (3) fiscal years the Company has seen its revenues decrease 83%
from $115,286 in fiscal 2000.

The decline in revenues is directly attributable to the shift in the
Company's product mix from an emphasis on the No Spill Closer Lid to the
WristRight heated wrist rest.  Management strongly believes that the
WristRight product will eventually prove to be a viable and profitable
product.

The shift in product mix to emphasize theWristRight has necessitated the
Company to undertake some additional expenses. These expenses include, but are
not limited to, redesign of the product to facilitate easier manufacturing,
other similar development costs as well as costs associated with finding an
appropriate manufacturer and distributors for this product.

No Spill Closer Lid sales have slowed primarily due to the lessening of
management's attention to the sales of this mature product while it develops its
new products, principally the WristRight and Cement Truck Strainer.

The Company is currently in negotiations with Fellows Manufacturing and
Belkin, both large manufacturers of wrist rest type products.  These
companies are reviewing the WristRight as a possible license acquisition.

The Cement Truck Strainer also impresses management as being potentially very
successful.  McNeilus Company, which builds cement trucks is reviewing the
engineering designs with a license agreement in mind.

Management is confident that these two (2) products will eventually provide
the Company with significant revenues through, in the case of the WristRight,
both through direct sales and licensing agreements, and as for the Cement Truck
Strainer through licensing.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company is not self-reliant and continues to need  a significant
influx of paid-in capital.  While the cost of producing its sales
revenues remains moderate, the Company has focused on development issues
primarily for the WristRight and Cement Truck Strainer.  The central
activities have been to seek manufacturing and licensing agreements for these
products.

The financial condition of the Company is such that for operations to
continue, there is a need for additional paid-in capital.  The Company
continues to use the gem stones in its possession to secure loans to keep the
Company operating.  Upon completion of this registration process the
Company, plans to file a 15c211 with the NASD for listing on the
Over-the-Counter "pink sheets" exchange to publicly raise
capital.  Additionally, once the registration process is complete the
Company will seek  to employ the services of an investment bank to provide
advice and strategy on raising capital as a public entity.

The Company's liquidity is poor having a retained deficit at the end of the
fiscal year of $(437,174).  Its ability to continue operations depends upon
a significant increase in cash, either by revenues generated by potential
license agreements or and influx of investment capital to sustain the Company
while it seeks licensing partners for its products.

<page>

RAMSIN PRODUCT DEVELOPMENT, INC.

Audited Financial Statements

January 31, 2002

INDEX TO FINANCIAL STATEMENTS

__________________________________________________________________________________________________________________



AUDITED FINANCIAL STATEMENTS                                                                                                
PAGE

INDEPENDENT AUDITORS'
REPORT....................................................................................................   
1

BALANCE
SHEETS..............................................................................   
2

STATEMENTS OF STOCKHOLDERS
EQUITY......................................................................................................   
3

STATEMENTS OF OPERATIONS AND RETAINED
DEFICIT.......................................................................................................   
4

STATEMENTS OF CASH
FLOWS........................................................................................................   
5

NOTES TO FINANCIAL
STATEMENTS..............................................   
6-8

SUPPLEMENTAL INFORMATION

SCHEDULES OF OPERATING
EXPENSES....................................................................................................   
9







<PAGE >



CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES

The Company's independent auditor is Charles A. Treviso,
CPA.  There have been no changes or disagreements between the independent
auditor and the Company.



DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Reference is made to this section entitled "Election of
Directors and Compliance with Section 16(a) of the Securities and Exchange Act
of 1934" in the Company's definitive proxy statement to be mailed to the
shareholders on or
before October 15,
2002 and to be filed with the Securities and Exchange Commission.



EXECUTIVE COMPENSATION

Reference is made to this section entitled "Compensation of
Executive Officers" and "Election of Directors" in the
registrant's definitive proxy statement to mailed to shareholders on or
before October 15, 2002, and to be filed with the
Securities and Exchange Commission.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Reference is made to the section entitled "Stock
Ownership" and "Election of Directors" in the registrant's
definitive proxy statement to be mailed to shareholders on or
before October 15, 2002, and to be filed with the Securities and Exchange
Commission.

<page>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In response to a Private Placement Memorandum, the Company
grained title to certain gemstones in exchange for consideration of Company
stock.  On May 19, 2000, the Company received a loan from a shareholder in
the amount of $100,000.  This loan is secured by these gemstones. 
Under the terms of the loan agreement, the shareholder is to receive at least
67% of the proceeds from any sale of the gemstones.  The terms of the note
further require that the balance of the loan be reduced by $50,000 within six
(6) months of the date of the loan.  The note becomes due and payable
twelve (12) months from the date of issuance of the note and interest is accrued
at 12%.  The Company is in default of this note, however, the shareholder
has to date determined not to take any action against the Company in this
regard.

The Company has not issued, either directly or indirectly,
anything of value to a promoter, including money, shares, property, assets,
contracts or options of any kind.

The Company has not granted any material underwriting discounts
or commissions upon the sale of securities to any party who was or is to be a
principal underwriter or is a controlling person or member of a firm that was to
be a principal underwriter.

There have been no transactions either to purchase or sell
assets of the Company extraordinary to the normal business operations of the
Company.



## PART IV

EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a)    By reference from Exhibits filed with the
registrant's Registration Statement dated  filed with the Securities and
Exchange Commission:

Certificate of
Incorporation of the Company

By-laws of the
Company

License Agreement -
WristRight product

Marketing Agreement -
Cement Truck Strainer

(b)    Consent of Independent Accountants

(c)    There are no 8-K reports that have been
filed for the fiscal year ending January 31, 2002.





<page>



## PART V- FINANCIAL STATEMENTS



CHARLES A. TREVISO, CPA PFS

Member American Institute of Certified Public Accountants
and New York State Society of Certified Public Accountants



Board of Directors and Stockholders

Ramsin Product Development, Inc.

Rochester, New York



INDEPENDENT AUDITORS' REPORT



I have audited the accompanying balance sheets of Ramsin Product
Development, Inc. as of January 31, 2002, 2001, and 2000 and the related
statements of stockholder's equity and statements of operations and retained
deficit and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion o these financial statements based on my audit.

I conducted the audit in accordance with the 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 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 the 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 aspects, the financial position of Ramsin
Product Development, Inc. as of January 2002, 2001, and 2000 and the results of
its operations, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

As discussed in Note 2 to the financial statements, the
accompanying balance sheets as of January 31, 2001, and 2000 and the related
statements of operations and their cash flows for each of the two years ended
January 31, 2001, and 2000 have been restated.

/s/ Charles A. Treviso CPA/PFS

Webster, New York

June 12, 2002



680 Ridge Road * Webster New York 14580

Voice 716-671-1130 * Facsimile 716-671-4417 * email ctreviso@frontiernet.net.

<PAGE>

RAMSIN PRODUCT DEVELOPMENT, INC.

Balance Sheets

January 31, 2002, 2001, And 2000

(See Independent Auditors' Report)

ASSETS

|CURRENT
      ASSETS:                                     | 2002     | 2001 (As Restated) | 2000 (As Restated)
|--------------------------------------------------------- | -------- | ------------------ | ------------------
|                                                          |          |                    |                   
|Cash and cash equivalents                                 | $6,693   | $36,520            | $1,451            
|Accounts Receivable (less allowance
      for doubtful    |          |                    |                   
|accounts of $-0-)                                         | 0        | 0                  | 3215              
|Due from Affiliate                                        | 2256     | 2256               | 2231              
|Stock Subscriptions receivable                            | 0        | 0                  | 15000             
|Due from Officers                                         | 0        | 10157              | 0                 
|Total Current Assets                                      | $266,060 | $48,933            | $21,897           
|                                                          |          |                    |                   
|OTHER ASSETS:                                             |          |                    |                   
|Investments                                               | 208511   | 208511             | 251900            
|License Agreements                                        | 22000    | 22000              | 22000             
|Deferred
      Income Taxes (Less allowance for reduction |          |                    |                   
|to estimated recoverable value)                           | 26600    | 26600              | 18400             
|Total Other Assets                                        | $257,111 | $306,044           | $314,197          
|TOTAL                                                     | $266,060 | $306, 044          | $314,197          

LIABILITIES AND STOCKHOLDER'S EQUITY

|Current
      Liabilties:                                  |            |            |           
|---------------------------------------------------------- | ---------- | ---------- | ----------
|Accounts Payable                                           | $5,500     | $3,293     | $29,896   
|Royalty Payable                                            | $12,000    | $12,000    | $12,000   
|Stock Subscriptions Deposit                                | 2500       | 2500       | 0         
|Accrued Taxes                                              | 100        | 100        | 100       
|Due to Officers                                            | 54034      | 0          | 2823      
|Note payable                                               | 77700      | 77700      | 0         
|Total Current
      Liabilities                            | $151,834   | $95, 593   | $44,819   
|                                                           |            |            |           
|Long-Term Liabilities:                                     |            |            |           
|Royalty payable, net of
      current portion              | 148250     | 68250      | 38250     
|                                                           |            |            |           
|Stockholder's Equity:                                      |            |            |           
|Common Stock                                               | 7775       | 7525       | 7350      
|Additional paid-in capital in excess
      of par value of |            |            |           
|common stock                                               | $395,375   | $395,375   | $355,550  
|Retained deficit                                           | ($437,174) | ($260,699) | ($131,272)
|Total Stockholder's
      Equity                           | -34024     | 142201     | 231128    
|                                                           |            |            |           
|TOTAL                                                      | $266,060   | $306,044   | $314,197  

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

<PAGE >



RAMSIN PRODUCT DEVELOPMENT, INC.

Statements of Stockholders Equity

For the Year Ended December 31, 2002, 2001, And 2000

(See Independent Auditors' Report)

|                                    |      |                       | COMMON | STOCK |                            |                  |       |  |         |         |        |        
|----------------------------------- | ---- | --------------------- | ------ | ----- | -------------------------- | ---------------- | ----- |  | ------- | ------- | ------ | -------
|                                    |      | Shares (In Thousands) | Amount |       | Additional Paid-In Capital | Retained Deficit | TOTAL
|Balance-January
      31, 2000      | 7350 |                       |        | 7350  |                            | 355550           |       |  | -131772 |         | 231128
|Proceeds
      from the Issuance of |      |                       |        |       |                            |                  |       |  |         |         |       
|Common
      Stock                  | 175  |                       |        | 175   |                            | 39825            |       |  |         |         | 40000 
|Net Loss                            |      |                       |        |       |                            |                  |       |  |         | -128927 |        | -128927
|Balance-January
      31, 2001      | 7525 |                       |        | 7525  |                            | 395375           |       |  | -260699 |         | 142201
|Proceeds
      from the Issuance of |      |                       |        |       |                            |                  |       |  |         |         |       
|Common
      Stock                  | 250  |                       |        | 250   |                            |                  |       |  |         |         | 250   
|Net Loss                            |      |                       |        |       |                            |                  |       |  |         | -176475 |        | -176475
|Balance-January
      31, 2002      | 7775 |                       |        | 7775  |                            | 395375           |       |  | -437174 |         | -34024



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



<PAGE>



RAMSIN PRODUCT DEVELOPMENT, INC.

Statements of Operations and Retained Deficit

For the Year Ended December 31, 2002, 2001, And 2000

(See Independent Auditors' Report)

|                                 |         | 2002       |         |         | 2001 (As Restated) |         |         | 2000 (As Restated) |        
|-------------------------------- | ------- | ---------- | ------- | ------- | ------------------ | ------- | ------- | ------------------ | -------
|                                 |         | Amount     | Percent |         | Amount             | Percent |         | Amount             | Percent
|Sales                            |         | $20,156    | 100%    |         | $30,569            | 100%    |         | $115,286           | 100%   
|Cost
      of Goods Sold         | 13010   | -64.5      |         | 28888   | -94.5              |         | 99423   | -86.2             
|Gross
      Profit               | 7146    | 35.5       |         | 1681    | 5.5                |         | 15863   | 13.8              
|Operating
      Expenses         | 183521  | -910.5     |         | 133118  | -435.5             |         | 152836  | -132.6            
|Loss
      from Operations       | -176375 | -875       |         | -131437 | -430               |         | -136973 | -118.8            
|                                 |         |            |         |         |                    |         |         |                    |        
|Other
      Income and Expenses: |         |            |         |         |                    |         |        
|Interest
      Expense           | 0       |            |         | -7550   | -24.8              |         | 0       |                   
|Interest
      Income            | 0       |            |         | 161     | 0.6                |         | 576     | 0.5               
|Miscellaneous
      Income       | 0       |            |         | 1699    | 5.6                |         | 0       |                   
|TOTAL
      Other Income         | 0       |            |         | -5690   | -18.6              |         | 576     | 0.5               
|                                 |         |            |         |         |                    |         |         |                    |        
|Loss
      Before Credit         |         |            |         |         |                    |         |         |                   
|for Taxes                        |         | -176375    | -875    |         | -137127            | -448.6  |         | -136397            | 118.3  
|                                 |         |            |         |         |                    |         |         |                    |        
|Credit
      (Provision) for     |         |            |         |         |                    |         |         |                   
|Taxes                            |         | -100       | -0.5    |         | 8200               | 26.8    |         | 18300              | 15.9   
|                                 |         |            |         |         |                    |         |         |                    |        
|Net Loss                         |         | -176475    | -875.5  |         | -128927            | -421.8  |         | -118097            | -102.4 
|                                 |         |            |         |         |                    |         |         |                    |        
|Retained
      Deficit           | -260699 |            |         | -131772 |                    |         | -13675  |                   
|                                 |         |            |         |         |                    |         |         |                    |        
|Retained
      Deficit-          |         |            |         |         |                    |         |         |                   
|Ending                           |         | ($437,174) |         |         | ($260,699)         |         |         | ($131,772)         |        



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



<PAGE>



RAMSIN PRODUCT DEVELOPMENT, INC.

Statements of Cash Flows

For the Year Ended December 31, 2002, 2001, And 2000

(See Independent Auditors' Report)

|                                                           |     |        |        |       | 2002 (As
      Restated) |        | 2001 (As
      Restated) |            | 2000 (As
      Restated))
|---------------------------------------------------------- | --- | ------ | ------ | ----- | ------------------------ | ------ | ------------------------ | ---------- | -------------------------
|Cash
      Flows From Operating Activities:                |     |        |        |       |                          |        |                          |            |                          
|                                                           |     |        |        |       |                          |        |                          |            |                          
|Net Loss                                                   |     |        |        |       | ($176,475)               |        |                          | ($128,927) |                          
|                                                           |     |        |        |       |                          |        |                          |            |                          
|Decrease
      (Increase) in operating assets:             |     |        |        |       |                          |        |                          |            |                          
|Accounts
      Receivable                                  |     |        |        | 0     |                          |        | 3214                     |            |                          
|Stock
      Subscriptions receivable                       |     |        | 0      |       |                          | 15000  |                          |            | -15000                   
|Deferred
      income taxes                                |     |        | 0      |       |                          | -8200  |                          |            | -18400                   
|Due
      from affiliate                                   |     |        |        | 0     |                          |        | -24                      |            |                          
|                                                           |     |        |        |       |                          |        |                          |            |                          
|Increase
      (decrease)
      in operating liabilities:  |     |        |        |       |                          |        |                          |            |                          
|Accounts
      Payable                                     |     |        |        | 2208  |                          |        | -26603                   |            |                          
|Accrued
      Income Taxes                                 |     |        | 0      |       |                          | 0      |                          |            | -327                     
|Royalty
      Payable                                      |     |        |        | 80000 |                          |        | 30000                    |            |                          
|TOTAL
      adjustments                                    |     |        |        | 82208 |                          |        | 13387                    |            |                          
|Net
      cash used for operating activities               |     | -94267 |        |       | -115540                  |        |                          | -81842     |                          
|                                                           |     |        |        |       |                          |        |                          |            |                          
|Cash
      Flows From Investing Activities:                |     |        |        |       |                          |        |                          |            |                          
|Sale
      of investments                                  |     |        |        | 0     |                          |        | 43389                    |            |                          
|Net
      cash provided by (used for) investing activities | 0   |        |        | 43389 |                          |        | 0                        |           
|                                                           |     |        |        |       |                          |        |                          |            |                          
|Cash
      Flows From Financing Activities:                |     |        |        |       |                          |        |                          |            |                          
|Increase
      in stock subscriptions payable              |     | 0      |        |       | 2500                     |        |                          | 0          |                          
|Increase/(Decrease)
      in Due to Officers               |     | 64190  |        |       | -12980                   |        |                          | -24135     |                          
|Proceeds
      from the issuance of common stock           | 250 |        |        | 40000 |                          |        | 35000                    |           
|Proceeds
      from note payable                           |     |        | 0      |       |                          | 100000 |                          |            | 0                        
|Repayment
      of notes payable                           |     |        | 0      |       |                          | -22300 |                          |            | 0                        
|Net
      Cash provided by Financing Activities            |     | 64440  |        |       | 107220                   |        |                          | 10865      |                          
|Increase
      (Decrease)
      In Cash                    |     |        | -29827 |       |                          | 35069  |                          |            | -70977                   
|Cash-Beginning                                             |     |        |        | 36520 |                          |        | 1451                     |            |                          
|Cash-Ending                                                |     |        |        | 6693  |                          |        | 36520                    |            |                          
|Supplemental
      Disclosure of Cash Flow Information:    |     |        |        |       |                          |        |                         
|Cash
      paid during the year for:                       |     |        |        |       |                          |        |                          |            |                          
|Interest                                                   |     |        |        |       | 0                        |        |                          | 7495       |                          
|Taxes                                                      |     |        |        |       | 100                      |        |                          | 0          |                          
|                                                           |     |        |        |       |                          |        |                          |            |                          
|Supplemental
      Disclosure of Non-Cash Investing        |     |        |        |       |                          |        |                          |           
|and
      Financial Activities:                            |     |        |        |       |                          |        |                          |            |                          
|Investments
      received in exchange for common stock    | 0   |        |        | 0     |                          |        | 251900                   |           



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



<PAGE>

RAMSIN PRODUCT DEVELOPMENT, INC.

Notes To Financial Statements

(See Independent Auditors' Report)



Note 1. Business Activity and Summary of Significant
Accounting Policies



Business Activity- The Corporation was formed in 1995
under the laws of the State of New York to create a vertically integrated firm
structured to develop, market or license exciting new products in an honest and
highly profitable manner. Ramsin product Development, Inc. are referred to
herein as the "Company".

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.

Research and Development Costs- Research and development
costs are expensed in the period in which they have occurred, and consist of the
folowing projects as of January 31,:

|Description              |  | 2002    |  | 2001
      (As Restated) |  | 2000
      (As Restated)
|------------------------ |  | ------- |  | ------------------------ |  | ------------------------
|                         |  |         |  |                          |  |                         
|WristRight
      Project |  | $48,465 |  | $21,954                  |  |                         

Advertising- The Company expenses advertising costs as
they are incurred. Advertising expenses for the year ended January 31, 2002,
2001, and 2000 was $297, $998, and $500 respectively.

Revenue Recognition- Revenues from services or sales of
product are recognized in the period in which they were earned.

Income Taxes- Deferred Income Taxes arise from temporary
differences resulting from differences between the financial and tax basis of
assets and liabilities. Deferred taxes are classified as current or
non-current depending upon the periods in which the temporary differences are
expected to reverse. The Company's temporary difference is due to a net
operating loss carryover that will be utilized to offset future tax liabilities
of the Company.



Note 2. Restatement



The financial statements presented within have been restated
from my original report dated April 25, 2002. The restatement to the financial
statements is a result of certain expenses that were originally capitalized and
are now expensed in the period in which they were accrued as requested by the
Securities and Exchange Commission.

<PAGE>

Note 3. Investments

In response to a Confidential Offering Memorandum dated
May 30, 1998, the Company gained title to certain gemstones in exchange for
consideration of Company stock. These transactions occurred during the fiscal
year ended January 31, 2000. The gemstones are being sold at the wholesale
values, when needed, to meet the daily cash flow operations of the Company. The
gemstones are reported at their wholesale value. The value of the gemstones was
ascertained by an independent gemologist who valued these gems at their
wholesale value.

Note 4. Due To/From Officers

Due to/from officers consists of demand notes to, or from two
officers of the Company. These notes are unsecured, non-interest bearing and due
on demand.

Note 5. Lease Commitments

On March 1, 1994, the Company entered into a month-to-month
lease agreement with C.V. Associates for their operating facility. The original
lease term ahs expired. However, both parties have agreed to continue the
rent relationship on a month to month basis with rent adjustments to be mutually
agreed upon. Currently, the arrangement calls for rental payments of $695 per
month until terminated by either party in writing.

Note 6. Credit/Provision for Taxes

The credit for taxes for the year ended January 31, 2002, 2001,
and 2000 consists of the following:

|                               |     | 2002 |        | 2001 (As
      Restated) |  | 2000 (As
      Restated)
|------------------------------ | --- | ---- | ------ | ------------------------ |  | ------------------------
|Current:                       |     |      |        |                          |  |                         
|Federal                        |     | 0    |        | 0                        |  |                         
|State                          |     | 100  |        | 100                      |  |                         
|Total
      Current            | 100 |      | 100    |                          |  | 426                     
|Deferred:                      |     |      |        |                          |  |                         
|Federal                        |     | 0    |        | 13100                    |  |                         
|State                          |     | 0    |        | 5300                     |  |                         
|Total
      Deferred           | 0   |      | -18400 |                          |  | 0                       
|Total
      Provision (credit) |     |      |        |                          |  |                         
|for taxes                      |     | 100  |        | -18300                   |  |                         

<PAGE>

Note 7. Royalty Payable

In June 1998, the Company entered into a License agreement to
obtain the exclusive rights and certain intellectual property developed by designWright
Products, Inc. This license agreement specifically identified royalty
payments for these rights obtained. In April 2000 the Company renegotiated the
royalty payments due to designWright Products, Inc. and is
currently remitting payments in the amount of $1000 per month. Should the
Company elect to forfeit their rights in the certain intellectual property
developed by designWright Products, Inc.the remaining balance on
these payments would not be legally enforceable and the Company would forfeit
their rights in the specific intellectual property. Interest is not calculated
or accrued on the outstanding royalties payable.

Note 8. Note Payable

On May 19, 2000 the Company received a $100,000 loan from Wade
Lippman, a shareholder of the Company. The loan is secured by the gemstones held
as an investment by the Company. Under the terms of the agreement, Wade Lippman
is to receive at least 67% of the proceeds from all sales of the Company's
investment in gemstones. The terms of the note further state that the balance of
the loan must be reduced by at least $50,000 within six months of the date of
the loan. The note becomes due and payable twelve months from the date of
issuance of the note. Interest is accrued at 12%. Currently, the Company is in
default on the terms of this loan. As of the date of this report, Wade Lippman
has not commenced any action to remedy the default.

Note 9. Financial Investments and Concentration of Credit
Risk:

Financial instruments that potentially subject the Company to
credit risk consist principally of trade accounts receivable and investments.
The Company grants credit to its customers, a majority of whom operate in the
Western New York area. Collateral, is generally not required. The Company holds,
as an investment, certain gemstones (as explained in Note 2) whose values can
fluctuate with market conditions.



<PAGE>

RAMSIN PRODUCT DEVELOPMENT, INC.

Schedule of Operating Expenses

For the Year Ended December 31, 2002, 2001, And 2000

(See Independent Auditors' Report)

|Operating Expenses                   | 2002     |       | 2001 (As
      Restated) |       | 2002 (As
      Restated)
|------------------------------------ | -------- | ----- | ------------------------ | ----- | ------------------------
|                                     |          |       |                          |       |                         
|Advertising                          |          | $297  |                          | $998  |                         
|Automobile
      expenses            | 1359     |       | 1401                     |       |                         
|Bank
      service charges           |          | 442   |                          | 1851  |                         
|Dues
      and subscriptions         | 0        |       | 67                       |       |                         
|Entertainment                        |          | 3303  |                          | 763   |                         
|Insurance                            |          |       | 909                      |       | 1731                    
|Legal
      and professional fees    | 11928    |       | 29683                    |       |                         
|Miscellaneous
      expense          | 434      |       | 1124                     |       |                         
|Office
      supplies                |          | 5343  |                          | 607   |                         
|Outside
      services               |          | 250   |                          | 8196  |                         
|Postage
      and delivery           |          | 1828  |                          | 490   |                         
|Rent
      expense                   |          | 7645  |                          | 7645  |                         
|Research
      and development costs | 48645    |       | 21954                    |       |                         
|Repairs
      and maintenance        | 0        |       | 113                      |       |                         
|Royalty
      expense                |          | 92000 |                          | 50000 |                         
|Telecommunications                   |          | 8105  |                          | 4399  |                         
|Travel                               |          |       | 1033                     |       | 2096                    
|                                     |          |       |                          |       |                         
|TOTAL
      operating expenses       | $183,521 |       | $133,118                 |       |                         

<page>





## SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereto duly authorized.



FOR:    RAMSIN PRODUCT DEVELOPMENT, INC.

Date:                                                   
BY:  /s/  Russell Sinacore

ITS:    PRESIDENT.