# 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 Fiscal Year Ended: December 31, 2001
Commission File Number: 0-27943

Promos, Inc.
(Exact Name of Small Business Issuer as specified in its charter)

Colorado       
       
       
                 
        84-1209909
(State or other jurisdiction of incorporation)
              
        
           
              
   (IRS Employer File Number)2121 South Oneida Street, Suite 500, Denver, Colorado   
          
              
             80224
(Address of principal executive offices) 
                    
                
                 
           (Zip Code)

(303) 758-3537
(Registrants telephone number, including area code)

Securities to
be Registered Pursuant to Section 12(b) of the Act:   None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.0.001 per share par value

Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to 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 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.
[X]

State
issuers revenues for its most recent fiscal year $187,590. The aggregate
market value of the voting stock of the Registrant held by non-affiliates as of
March 15, 2002 was $1,220,160. The number of shares outstanding of the
Registrants common stock, as of the latest practicable date, March 1,
2002, was 10,033,600.

---

References
in this document to us, we, or the Company refer to Promos, Inc.

# PART I

(a)
General Development of Business

We
are a Colorado corporation. As of March 1, 2002, our principal business address
is 2121 South Oneida Street, Suite 500, Denver, Colorado 80224.

We
were incorporated under the laws of the State of Colorado on September 24, 1992.
We are a full service, innovative brand marketing organization whose activities
are centered around our clients products.

On
August 30, 1999, our shareholders approved an 8,000- for-one forward split of
the Common Stock. As of the date of this Registration Statement, we have
10,033,600 shares of Common Stock issued and outstanding.

The
Company has not been subject to any bankruptcy, receivership or similar
proceeding.

(b)
Narrative Description of the Business

We
have had operations since inception. No independent market surveys have ever
been conducted to determine demand for our products and services. During this
period, we have had operations and generated revenues. We also have had minimal
profit from time to time, although we were unprofitable last fiscal year. Our
fiscal year end is December 31st. We are comprised of one corporation
with no subsidiaries or parent entities.

(c)
Operations

We
are a full service, innovative brand marketing organization whose activities are
centered around our client's products. Brand marketing builds the value of the
brand by connecting it with target audiences to achieve strategic marketing
objectives.

Our
efforts are organized into four operating segments, composed of promotional
products and marketing services. The marketing services segment includes
promotion marketing, brand strategy and identity, presence marketing and
consumer event marketing. Each one of the segments has similar products and
services, production processes, types of clients, distribution methods and
regulatory environments. We attempt to physically connect the brand with
identified target markets and individuals through repeated exposure to
merchandise that builds brand awareness, enhances brand recognition and creates
brand loyalty.

PROMOTION
MARKETING. This segment connects the brand with the consumer at strategic points
of contact through consumer and retail promotion, merchandising and sponsorship
activation.

BRAND
STRATEGY AND IDENTITY. This segment connects a company product, service or image
with a target audience by creating, revitalizing, or leveraging a brand through
brand identity, design, and integrated communication programs.

PRESENCE
MARKETING. This segment connects the brand with the target audience through
sports and corporate sponsorships, licensing, corporate meetings, events and
sales incentive programs.

RELATIONSHIP
MARKETING. This segment connects the brand with the target audience through
consumer events--including a new product sampling and brand awareness
programs.

We
plan to continue to generate revenues in each of these segments and to focus on
expanding our client base as a method of developing our business.

Our
larger clients include: First Trust, Incorporated, a subsidiary of Fiserv, Inc.;
KMGH-TV, Channel 7, the ABC affiliate in Denver; the National Potato Promotion
Board; McCarthy Advertising; Financial Times Energy; and the Aquila Group of
Funds.

In
addition we plan to expand through acquisition. We will not only look at our
present industry but will reserve the right to investigate and, if warranted,
merge with or acquire the assets or common stock of an entity actively engaged
in business which generates revenues. We will seek opportunities for long-term
growth potential as opposed to short-term earnings. During the last fiscal year,
we had preliminary discussions with several companies concerning possible
acquisitions. However, we had no definitive agreements, and, as of the date
hereof, we have no business opportunities under investigation.

---

We
have one full-time employee, our President, who receives a salary. Our
Secretary-Treasurer has agreed to allocate a portion of his time to our
activities, without compensation. These officers anticipate that our business
plan can be implemented by their collectively devoting approximately sixty hours
per month to our business affairs, consequently, conflicts of interest may arise
with respect to the limited time commitment of such officers. These officers
will use their best judgements to resolve all such conflicts.

(d)
Markets

Our
marketing plan is focused completely on expanding our client base. We will use
the efforts of our officers and directors and will rely upon the satisfaction of
previous clients to market our services.

(e)
Raw Materials

The
use of raw materials is not now material factor in our operations at the present
time.

(f)
Customers and Competition

At
the present time, we expect to be an insignificant participant among the firms
which engage in the brand marketing industry. There are a number of established
companies, most of which are larger and better capitalized than we are and/or
have greater personnel resources and technical expertise. In view of our
combined extremely limited financial resources and limited management
availability, we believe that we will continue to be at a significant
competitive disadvantage compared to our competitors. There can be no guarantee
that we will continue to generate substantial revenues or continue to be
profitable.

(g)
Backlog

At
December 31, 2001, we had no backlogs.

(h)
Employees

At
as of the date hereof, we have one employee. We do not plan to hire employees in
the future.

(i)
Proprietary Information

We
own no proprietary information.

(j)
Government Regulation

We
are not subject to any material governmental regulation or approvals.

(k)
Research and Development

We
have never spent any amount in research and development activities.

(l)
Environmental Compliance

We
are not subject to any costs for compliance with any environmental laws.

---

Item 2.
Description of Properties.

Until
March 1, 2002, our business office was located at 6000 E. Evans, Suite 2-020,
Denver, Colorado 80222. As of March 1, 2002, we located our business office to
2121 South Oneida Street, Suite 500, Denver, Colorado 80224. At this new
location, we pay $295 per month in rent for this office space to an unaffiliated
third party under a lease which expires on September 1, 2004. We have no
properties other than office equipment and furniture.

Item 3.
Legal Proceedings.

No
legal proceedings of a material nature to which we are a party were pending
during the reporting period, and we know of no legal proceedings of a material
nature pending or threatened or judgments entered against any of our directors
or officers in their capacity as such.

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

We
did not submit any matter to a vote of security holders through solicitation of
proxies or otherwise during the fourth quarter of the fiscal year covered by
this report.

# PART II

Item 5.
Market for Common Equity and Related Stockholder Matters.

Our
securities have traded on the NASD Over-the-Counter Bulletin Board since July,
2000 under the trading symbol PMOS. The following table sets forth the high and
low bid quotation for our common stock for each quarterly period ended September
and December, 2000. As of December 31, 2001, we had approximately 110
shareholders of record of our common stock. We believe that we also have
additional shareholders who hold their shares in nominee names with their
brokerage firms. Our common stock holders are entitled to receive dividends as
declared by our Board of Directors from time to time. No dividends are
anticipated to be paid in the foreseeable future.

`Bid Price
                             High             Low
                             ----             ---

                                 2001
                                 ----

          First Quarter      $1.875           $0.15
          Second  Quarter    $1.875           $0.15
          Third Quarter      $0.15            $0.15
          Fourth Quarter     $0.15            $0.15


                                 2000
                                 ----

          Third Quarter      $2.06            $0.1875
          Fourth Quarter     $1.875           $0.66`

Item 6.
Managements Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

The
following discussion contains forward-looking statements regarding our Company,
its business, prospects and results of operations that are subject to certain
risks and uncertainties posed by many factors and events that could cause our
actual business, prospects and results of operations to differ materially from
those that may be anticipated by such forward-looking statements. Factors that
may affect such forward-looking statements include, without limitation: our
ability to successfully develop new products for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using our products for certain
applications; delays our introduction of new products or services; and our
failure to keep pace with emerging technologies.

---

When
used in this discussion, words such as believes,
anticipates, expects, intends and similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this report. Our Company undertakes no obligation to
revise any forward-looking statements in order to reflect events or
circumstances that may subsequently arise. Readers are urged to carefully review
and consider the various disclosures made by us in this report and other reports
filed with the Securities and Exchange Commission that attempt to advise
interested parties of the risks and factors that may affect our business.

Results of Operations

We
were profitable for the twelve months ended December 31, 2001. We had revenues
of $187,590, compared to revenues of $137,294 for the same period ended December
31, 2000. Gross profit from operations was $79,330 or approximately 42.3 % of
gross revenues for the year ended December 31, 2001, compared to $60,624 or
approximately 44% of gross revenues for the year ended December 31, 2000.

Costs
of goods include all direct costs incurred in the process of representing
clients. The difference between our gross revenues and cost of goods is our
gross profit.

Total
operating expenses for the twelve months ended December 31, 2001 were $68,251
compared to expenses of $63,847 for the same period ended December 31, 2000. Our
operating expenses during the fiscal year ended December 31, 2001 increased
slightly from the previous year based upon an increase in officers salary.
The major components of operating expenses are office salaries and associated
payroll costs, general and health insurance costs, rent and telephone expenses.

The
principal difference between 2001 and 2000 was the increase of gross revenues
and a profit, compared to a small loss the previous year. We had a profit of
$8,458 in 2001as compared to a loss of $3,360 in 2000, or a net income of
$.00085 per share in 2001 compared to a net loss of $.0003 in 2000.

Liquidity and Capital Resources

Net
cash increased to $10,072 for the year ended December 31, 2001, compared to
$6,168 for the year ended December 31, 2000.

Accounts
receivable increased for the year ended December 31, 2001 by $2,679, compared to
a decrease of $4,150 for the year ended December 31, 2000.

Accounts
payable decreased for the year ended December 31, 2001 by $4,993,
compared to an increase of $4,208 for the year ended December 31,
2000.

We
were modestly profitable in 2001 and had a modest loss in 2000. Our operating
expenses were relatively the same during both periods. Increased revenues
accounted for the difference between a profit and a loss. We continue to try to
operate with minimal overhead. Our primary activity continues to be to seek to
expand our client base and, consequently, our revenues. If we succeed in
expanding our client base and generating sufficient revenues, we will continue
to be profitable. We cannot guarantee that this will ever occur. Our plan is to
build our Company in any manner which will be successful. To that end, we may
also look for an acquisition candidate. Although we have concluded no
acquisitions, we have spoken with several potential candidates. We currently
have no candidates under consideration.

We
feel that we have inadequate working capital to pursue any business
opportunities other than seeking additional clients or an acquisition candidate.
During the next twelve months, we plan to investigate an offering of our
securities, whether through a private placement or a public offering. At the
present time, we have no firm arrangements with regard to either type of
offering. We do not intend to pay dividends in the foreseeable future.

---

Item 7.
Financial Statements.

# PROMOS, INC.
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS

`PAGE

Report of Certified Public Accountant....................     F-2

Balance Sheets,
December 31 2001 and, 2000..............................      F-3

Statements of Operations, for the
Years Ended December 31, 2001 and 2000..................      F-4

Statements of Stockholders' Equity, for the
Years Ended December 31, 2001 and 2000...................     F-5

Statements of Cash Flows, for the
Years Ended December 31, 2001 and 2000...................     F-6

Notes to Financial Statements........................... F-7, F-8`

---

# JANET LOSS,
C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire Drive, Suite 500
Denver, Colorado 80222

Board of Directors
Promos, Inc.
2121 South Oneida Street, Suite 500
Denver, Colorado 80222

I have audited the
accompanying Balance Sheets of Promos, Inc. as of December 31,2001 and 2000 and
the related statements of Operations, Stockholders Equity, and Cash Flows
for the years ended December 31, 2001 and 2000. My responsibility is to express
an opinion on the financial statements based on my audits.

My examination was made in
accordance with generally accepted auditing standards in the United States of
America. Those standards require that I plan and perform the audit to obtain
reasonable assurances as to whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis, evidence
supporting amount and disclosures in the financial statements. An audit also
includes significant estimates made by management as well as estimating 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 Promos, Inc. as of December 31, 2001 and 2000, and the
results of its operations and its cash flows for the years ended December 31,
2001 and 2000, in conformity with generally accepted accounting principles.

/s/ Janet Loss, C.P.A., P.C.
March 21, 2002

---

# PROMOS, INC.

# BALANCE
SHEETS
For the years Ended December 31, 2001 and 2000

`ASSETS                          2001          2000
                                                            ----          ----
CURRENT ASSETS:
Cash and cash equivalents .........................      $ 10,072      $  6,168
Accounts receivable, net of
allowance of doubtful accounts
of $0 .............................................        12,112        14,791
Prepaid Expenses ..................................         1,392           680
Receivable, Stockholder ...........................         5,103         1,403
                                                         --------      --------
     Total Current Assets .........................        28,679        23,042
                                                         --------      --------
Fixed assets at cost, net
Of accumulated depreciation
Of $2,616 and $1,815 ..............................         2,839         1,809

Security Deposits .................................           555           260
                                                         --------      --------
     Total Assets .................................      $ 32,073      $ 25,111
                                                         ========      ========
LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:

Accounts Payable ..................................      $  2,176      $  7,169
Sales and Payroll Taxes Payable ...................         2,547         1,486
Corporate Income Taxes Payable ....................         2,436             0
                                                         --------      --------
Total Current Liabilities .........................         7,159         8,655
                                                         --------      --------
STOCKHOLDERS EQUITY:

Preferred Stock, 10,000,000 shares
 of non-voting authorized, par value
 of $0.01 per share, none issued ..................             0             0
Common stock, par value of $.001,
 per share, 50,000,000 shares authorized,
 10,033,600 shares issued and
 outstanding ......................................        10,034        10,034
Additional Paid-in-Capital ........................        11,785        11,785
Retained earnings (Deficit) .......................         3,095        (5,363)
                                                         --------      --------
Total Stockholders' Equity ........................        24,914        16,456
                                                         --------      --------
Total Liabilities and
Stockholders' Equity ..............................      $ 32,073      $ 25,111
                                                         ========      ========`

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

---

# PROMOS, INC.

# STATEMENTS
OF OPERATIONS
For the Years Ended December 31, 2001 and 2000

`2001              2000
                                                       ----              ----
REVENUES:
Sales ......................................     $    187,590      $    137,294
                                                 ------------      ------------
COSTS OF GOODS SOLD:

Purchases and freight ......................          108,260            76,670
                                                 ------------      ------------
   GROSS PROFIT ............................           79,330            60,624
                                                 ------------      ------------
OPERATING EXPENSES:
Advertising ................................              709             4,412
Auto Expenses ..............................            3,634               986
Auto Rental ................................            5,168             4,840
Delivery and Postage .......................            2,298             1,526
Dues and subscriptions .....................            1,635             1,122
Depreciation Expense .......................              801               215
Employee Benefits ..........................            3,719             4,060
Filing and Transfer Fees ...................              785             2,861
Insurance Expense ..........................              935               880
Licenses and Taxes .........................            3,036             1,704
Office Supplies and Expenses ...............            5,277             5,037
Officer's Salary ...........................           22,000            16,000
Professional Fees ..........................            3,950             4,598
Rent Expense ...............................            5,260             4,033
Samples ....................................            1,546               881
Telephone Expenses .........................            2,748             2,963
Travel and Entertainment ...................            4,750             7,729
                                                 ------------      ------------
     Total Operating Expenses ..............           68,251            63,847
                                                 ------------      ------------
NET INCOME (LOSS) BEFORE
OTHER (EXPENSES) ...........................           11,079            (3,223)
                                                 ------------      ------------
OTHER INCOME AND (EXPENSES):
Interest Income ............................               18               306
Interest (Expense) .........................             (203)             (443)
                                                 ------------      ------------
   Total Other Income and
   (Expenses) ..............................             (185)             (137)
                                                 ------------      ------------
Net Income (Loss) before Provision
   For Income Taxes ........................           10,894            (3,360)
Provision for Income Taxes .................            2,436                 0
                                                 ------------      ------------
NET INCOME (LOSS) ..........................     $      8,458      $     (3,360)
                                                 ============      ============
   Net Income Per share ....................           .00085            (.0003)
                                                 ============      ============
NUMBER OF SHARES OUTSTANDING ...............       10,033,600        10,033,600
                                                 ============      ============`

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

---

# PROMOS, INC.

# STATEMENTS
OF STOCKHOLDERS EQUITY (DEFICIT)
For the Years Ended December 31, 2001 and 2000

`Common                                                    Total
                               Stock                       Additional   (Deficit)     Stockholders'
                              Number of    Common Stock     Paid-in     Retained        Equity
                               Shares        Amount         Capital     Earnings       (Deficit)
                              ---------    ------------    ----------   --------      ------------

Balance
January 1, 2000 ..........    10,033,600   $    10,034   $    11,785   $    (2,003)   $    19,816
                             -----------   -----------   -----------   -----------    -----------
Net (Loss) for the year
ended December 31, 2000 ..             0             0             0        (3,360)   $    (3,360)
                             -----------   -----------   -----------   -----------    -----------
Balance
December 31, 2000 ........    10,033,600   $    10,034   $    11,785   $    (5,363)   $    16,456

Net Income for the year ..   $    11,785
ended December 31, 2001 ..             0             0             0         8,458          8,458
                             -----------   -----------   -----------   -----------    -----------
Balance
December 31, 2001 ........    10,033,600   $    10,034   $    11,785   $     3,095    $    24,914
                             ===========   ===========   ===========   ===========    ===========`

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

---

# PROMOS, INC.

# STATEMENTS
OF CASH FLOWS
For the Years Ended December 31, 2001 and 2000

`2001         2000
                                           ----         ----

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income (Loss) ..............   $  8,458    $ (3,360)

Adjustments to Reconcile
Net(Loss) to Cash Flow From

Operating Activities:
     Depreciation ...................        801         215
     Decrease  (Increase) in
         Accounts Receivable ........      2,679      (4,150)
   (Increase) in prepaid
         Expenses ...................       (712)          0
   (Increase) in Receivables,
        Stockholder .................     (3,700)     (1,403)
   Increase (Decrease)
        in Payables .................     (4,993)      4,208
   Increase (Decrease) in Accrued
         Expenses ...................      3,497      (2,194)
   (Decrease) in Bank's
        Line of Credit ..............          0      (6,711)
                                        --------    --------
     Cash Provided (Used)By
     Operating Activities ...........      6,030     (13,395)
                                        --------    --------

CASH FLOWS FROM FINANCING
ACTIVITIES:
     Increase in Fixed Assets .......     (1,831)     (2,024)
                                        --------    --------
     Increase in Security Deposits ..       (295)          0
                                        --------    --------
Net Cash (Used) by
     Financing Activities ...........     (2,126)     (2,024)
                                        --------    --------
CASH, BEGINNING OF PERIOD ...........   $  6,168    $ 21,587
                                        --------    --------
CASH, END OF PERIOD .................   $ 10,072    $  6,168
                                        ========    ========`

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

---

# PROMOS, INC.

# NOTES TO FINANCIAL
STATEMENTS
For the Years Ended December 31, 2001 and 2000

NOTE I - ORGANIZATION AND
HISTORY

The Company is a Colorado
corporation and has been incorporated since September 24, 1992. The business
purpose of this corporation is to engage in the sale of promotional products to
other business companies.

NOTE II - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The company record income
and expenses on the accrual method.

Cash and Cash
Equivalents

Cash and cash equivalents
includes cash on hand, cash on deposit and highly liquid investments with
maturities generally of three months or less.

Sales and Expenses

Sales and expenses are
recorded using the accrual basis of accounting.

Fixed Assets and
Accumulated Depreciation

Fixed assets consists of
office equipment and are stated at cost less accumulated depreciation which is
provided for by charges to operations over the estimated useful lives of the
assets. The assets are depreciated over five years.

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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Offering Costs

Costs of ($13,031)
associated with the Companys private offerings have been charged to the
proceeds of the offering.

---

NOTE III - AGING OF
ACCOUNTS RECEIVABLE AND PAYABLE

The percentage aging of
trade accounts receivable and accounts payable at December 21, 2001 and 2000 is
as follows:

`Accounts Receivable               Accounts Payable
Current                       100%                              100%
30-60 days                      0%
over 60 days                    0%`

Bad Debt Policy

The Company uses the direct
write-off method for its allowance for doubtful accounts.

NOTE IV - LEASES AND OTHER
COMMITMENTS

The Company leases its
premises for $396.00 per month and currently has a one year lease from March 1,
2001 through February 28, 2002. The Company has signed a new lease for $295.00
per month for eighteen months effective March 1, 2002.

NOTE V - RELATED PARTY
TRANSACTIONS

The Company has incurred
salary expenses of $22,000.00 and $16,000.00 for the years ended December 31,
2001 and 2000, respectively to its president. The Company also pays auto rental
for its president, this is currently $512.59 per month.

NOTE VI - LINE OF CREDIT

The Company has obtained a
line of credit for $35,000.00. The interest rate varies and is approximately
8.50 percent.

---

Item 8.
Disagreements With Accountants on Accounting and Financial Disclosure.

The
Company did not have any disagreements on accounting and financial disclosures
with its present accounting firm during the reporting period.

# PART III

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

Our
Directors and Executive Officers, their ages and positions held in the Company
as of December 31, 2000 are as follows:

`NAME                        AGE        POSITION HELD

        Judith F. Harayda            53        President and Director

        Stephan R. Levy              62        Secretary, Treasurer and Director`

Our
Directors will serve in such capacity until our next annual meeting of
shareholders and until their successors have been elected and qualified. The
officers serve at the discretion of our Directors. There are no family
relationships among our Officers and Directors, nor are there any arrangements
or understandings between any of our Directors or Officers or any other person
pursuant to which any officer or director was or is to be selected as an officer
or director.

Ms.
Harayda should be considered the parent or promoter of
our Company because of the shareholdings and control positions held by her in
us.

Judith
F. Harayda. Ms. Harayda has been the President and a Director of the Company
since inception. She has also previously been President of United Venture
Capital Fund, Inc. and the Treasure of New World Publishing, Inc., both of which
were public companies at the time. Ms. Harayda received a Bachelors Degree in
Education from Edinboro University.

Stephan
R. Levy. Mr. Levy has been Secretary-Treasurer and a Director of the Company
since inception. He has been retired since August, 1990. Prior to that time, he
was an officer and director of Tofruzen, Inc., a public company which
manufactured and marketed a non-dairy frozen dessert, novelty food products, and
promotional items. He has previously served as Secretary-Treasurer of two public
companies, Central Oil Corp. and United Venture Capital Fund, Inc. He attended
the University of Texas and graduated in 1961 from the University of Colorado
with a Bachelor of Science in Business and was appointed by the Governor of
Colorado as a member of the Colorado Municipal Bond Supervisory
Board.

---

Compliance
with Section 16(a) of the Securities Exchange Act of 1934.

Section
16(a) of the Securities Exchange Act of 1934 (the 34 Act) requires
our officers and directors and persons owning more than ten percent of the our
Common Stock, to file initial reports of ownership and changes in ownership with
the Securities and Exchange Commission (SEC). Additionally, Item 405
of Regulation S-B under the 34 Act requires us to identify in its Form 10-KSB
and proxy statement those individuals for whom one of the above referenced
reports was not filed on a timely basis during the most recent fiscal year or
prior fiscal years. Given these requirements, we have the following report to
make under this section.No filings were required in the last fiscal
year.

Item 10.
Executive Compensation.

None
of our executive officers received compensation in excess of $100,000 during the
fiscal years ended December 31, 1999, 2000, or 2001. Compensation does not
include minor business-related and other expenses paid by us. Such amounts in
the aggregate do not exceed $10,000. The following table sets forth the Summary
Compensation Table for our Chief Executive Officer, who has been our only
employee at the end of the last three completed fiscal years. Except as
indicated in the footnotes to this section, no other compensation not covered in
the following table was paid or distributed by the Company to such person during
the period covered. Our employee director receives no additional compensation
for service on the Board of Directors.

SUMMARY COMPENSATION TABLE

`Annual Compensation    Long Term Compensation
                              --------------------   ----------------------
                                     Awards                 Payouts
                              --------------------   ----------------------
Name                                       Other     Restricted
 and                          Salary       Annual    Stock(1)(3 )     All
Principal(1)(2)(3)            Compen-      Bonus     Compen-          LTIP        Other
Position             Year     sation($)     ($)      sation ($)      Award(s)    Options/
-----------------    ----     --------     -------   -----------   -----------   ---------

Judith F.            2001     $22,000       --          --            --            --
Harayda              2000     $16,000
President(1)         1999     $15,500`

(1)
We also paid an auto lease for Ms. Harayda of $5,168 for 2001 and $4840 for 2000
and 1999, respectively. Ms. Haraydas health insurance was also paid by us
for 2001, 2000, and 1999. Ms. Harayda has an IRA account.

We
have no compensation committee, retirement, pension, sharing, stock option,
insurance or other similar programs. We have granted no shares of our capital
stock as additional compensation and have no plans to do so.

We
have no plans or agreements which provide compensation on the event of
termination of employment or change in our control.

We
do not pay members of our Board of Directors any fees for attendance or similar
remuneration, but reimburse them for any out-of- pocket expenses incurred by
them in connection with our business.

---

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

The
following sets forth the number of shares of the Registrants $.0.001 par
value common stock beneficially owned by (i) each person who, as of December 31,
2001, was known by the Company to own beneficially more than five percent (5%)
of its common stock; (ii) the individual Directors of the Registrant and (iii)
the Officers and Directors of the Registrant as a group.

`Name and Address                     Amount and Nature of           Percent of
of Beneficial Owner                  Beneficial Ownership (1)(2)       Class
-------------------                  --------------------------     ----------

Judith F.Harayda(3)                           8,000,000                80%
6000 E. Evans, Suite 2-020
Denver, Colorado 80222

Stephan R. Levy                                  -0-                   -0-
2121 South Oneida, #330
Denver, Colorado 80224

All Officers and Directors as a Group         8,000,000                80%
(two persons)`

Item 12.
Certain Relationships and Related Transactions.

We
paid our President, Judith F. Harayda, salary expenses of $16,000 during fiscal
year 2001. We also paid her auto rental, which is currently $403.38 per month,
and auto insurance.

On
August 30, 1999, our shareholders approved an 8,000- for-one forward split of
the Common Stock. As of the date of this Registration Statement, we have
10,033,600 shares of Common Stock issued and outstanding.

# PART IV

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

(a)
The following financial information is filed as part of this report:
                (1)
Financial Statements
                (2)
Schedules
                (3)
Exhibits. The following exhibits required by Item 601 to be filed
herewith are incorporated by reference to previously filed documents:

`Exhibit No.                          Description
            ----------                           -----------
             +  3A                               Articles of Incorporation
             +  3B                               Amended and Restated Articles of
                                                 Incorporation
             +  3C                               Bylaws
----------------

             +  Previously Filed.`

(b)
Reports on Form 8-K. We filed no reports on Form 8-K during the fourth quarter
of the fiscal year ended December 31, 2001.

---

# SIGNATURES

In
accordance with 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.

PROMOS, INC.
Date:  03/28/02    
 
            
            
            
            
            
        By:
/s/Judith F. Harayda                
                
                
                
        
                
                
         
       Judith F. Harayda, President

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

CHIEF FINANCIAL OFFICER
Date:  03/28/02   
            
            
            
            
                
        By:
/s/Stephan R. Levy                
                
                
                
        
                
                
         
       Stephan R. Levy                
                
                
                
        
                
                
        
       Treasurer and Director
Date:  03/28/02   
            
            
            
            
                
        By:
/s/Judith F. Harayda                
                
                
                
        
                
                
         
       Judith F. Harayda                
                
                
                
        
                
                
         
       Director

---

# SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549

# FORM 10-KSB

# EXHIBITS
TO
Promos, Inc.

---

# EXHIBIT INDEX

`Exhibit                                                             Page
            Number                               Description                    Cross Reference
            -------                              -----------                    ---------------

             +  3A                               Articles of Incorporation
             +  3B                               Amended and Restated Articles of
                                                 Incorporation
             +  3C                               Bylaws
----------------

             +  Previously Filed.`

---