# 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, 2000
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)
          
              
              
    6000 E. Evans, Suite 2-020, Denver, Colorado   
             
          
                  
             80222
              
          
              
    (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 $137,294. The aggregate
market value of the voting stock of the Registrant held by non-affiliates as of
December 31, 2000 was $3,813,000. The number of shares outstanding of the
Registrants common stock, as of the latest practicable date, March 1,
2001, 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.  Our principal business address is 6000 E. Evans,
Suite 2-020, Denver, Colorado 80222.

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; Distinctive Properties, a real
estate broker in the Denver Metropolitan area; ReMax, a worldwide real estate
franchising company; Hallmark Entertainment; and the National Potato Promotion
Board.

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, 2000, 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.

Our
business office is located at 6000 E. Evans, Suite 2-020, Denver, Colorado
80222. We pay $417 per month in rent for this office space to an unaffiliated
third party under a lease which expires on February 28, 2002. 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, 2000, 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
           
                
                
                  
                
                
                
                
        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 not profitable for the twelve months ended December 31, 2000. We had
revenues of $137,294, compared to revenues of $129,660 for the same period ended
December 31, 1999. Gross profit from operations was $60,624 or approximately 44
% of gross revenues for the year ended December 31, 2000, compared to $55,507 or
approximately 43% of gross revenues for the year ended December 31, 1999, an
increase by approximately 1%.

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, 2000 were $63,847
compared to expenses of $46,845 for the same period ended December 31, 1999. Our
operating expenses during the fiscal year ended December 31, 2000 increased
slightly from the previous year. 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 2000 and 1999 was the increase of gross revenues
and a modest loss. Our Accounts Receivable rose in the period. We had increased
travel and entertainment which, along with professional fees associated with
being public, gave us a small loss. So, we had a small loss of $3,360 in 2000 as
compared to a profit of $6,109 in 1999.

Liquidity and Capital
Resources

Net
cash decreased to $6,168 for the year ended December 31, 2000, compared to
$21,587 for the year ended December 31, 1999.

Accounts
receivable increased for the year ended December 31, 2000 to $14,791, compared
to $10,641 for the year ended December 31, 1999.

Accounts
payable increased for the year ended December 31, 2000 to $7,169, compared to
$2,960 for the year ended December 31, 1999.

We
were modestly profitable in 1999 and had a modest loss in 2000. Our operating
expenses were relatively the same during both periods. Collection on Accounts
Receivable and larger expenses 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.

# AUDIT REPORT

# For the
Years Ended December 31, 2000 and 1999

# Janet Loss,
C.P.A., P.C.

# Certified
Public Accountant

# 1780 South
Bellaire Drive, Suite 500

# Denver,
Colorado 80222

---

# PROMOS, INC.

# INDEX TO
FINANCIAL STATEMENTS

# TABLE OF CONTENTS

`ITEM                                                                        PAGE
----                                                                        ----

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

Balance Sheets,
December 31, 2000 and 1999 ........................................     F-3, F-4

Statements of Operations, for the years
Ended December 31, 2000 and 1999 ..................................          F-5

Statements of Stockholders' Equity, for
The years ended December 31, 2000 and 1999 ........................          F-6

Statements of Cash Flows, for the years ended
December 31, 2000 and 1999  .......................................          F-7

Notes to Financial Statements .....................................     F-8, F-9`

---

# Janet Loss,
C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire Dr., Suite 500
Denver, Colorado 80222

Board of Directors
Promos, Inc.
6000 Evans Avenue, Building 2-20
Denver, Colorado 80222-5406

I have audited the
accompanying Balance Sheets of Promos, Inc. as of December 31, 2000 and 1999,
and the statements of Operations, Stockholders Equity, and Cash Flows for
the years ended December 31, 2000 and 1999. These financial statements are the
responsibility of the Companys management. My responsibility is to express
an opinion on the financial statements based on my audits.

My audit was made in
accordance with generally accepted auditing standards. Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. An audit also
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. 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 materials
respects, the financial position of Promos, Inc. as of December 31, 2000 and
1999, and the results of its operations and its cash flow for the years ended
December 31, 2000 and 1999, in conformity with generally accepted accounting
principles.

/s/ Janet Loss, C.P.A., P.C.
March 17, 2001

---

# PROMOS, INC.

# BALANCE
SHEETS
For the Years Ended December 31, 2000 and 1999

`ASSETS                                              2000            1999
      ------                                              ----            ----

CURRENT ASSETS:
Cash and cash equivalents ....................          $ 6,168          $21,587
Accounts receivable, net of
Allowance of doubtful
Accounts of $0 ...............................           14,791           10,641
Prepaid Expenses .............................              680              680
Receivable, Stockholder ......................            1,403                0
                                                        -------          -------

     Total Current Assets ....................           23,042           32,908
                                                        -------          -------

Fixed assets at cost, net
Of accumulated depreciation
Of $1,815 and $1,600 .........................            1,809                0


Security Deposit .............................              260              260
                                                        -------          -------

     Total Assets ............................          $25,111          $33,168
                                                        =======          =======`

---

# PROMOS, INC.

# LIABILITIES
AND STOCKHOLDERS EQUITY

`CURRENT LIABILITIES:                                       2000            1999
                                                           ----            ----

Accounts Payable ...............................       $  7,169        $  2,960

Sales and Payroll Taxes Payable ................          1,486           1,487

Corporate Income Taxes Payable .................              0           2,194

Bank's Line of Credit,
     Current Portion ...........................              0           6,711
                                                       --------        --------

Total Current Liabilities ......................          8,655          13,352
                                                       --------        --------

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) ....................         (5,363)         (2,003)
                                                       --------        --------

Total Stockholders' Equity .....................         16,456          19,816
                                                       --------        --------

Total Liabilities and
Stockholders' Equity ...........................       $ 25,111        $ 33,168
                                                       ========        ========`

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

---

# PROMOS, INC.

# STATEMENTS
OF OPERATIONS
For the Years Ended December 31, 2000 and 1999

`2000                1999
                                                     ----                ----

REVENUES:
Sales ..................................       $    137,294        $    129,660
                                               ------------        ------------

COSTS OF GOODS SOLD:
Purchases and freight ..................             76,670              74,153
                                               ------------        ------------
   GROSS PROFIT ........................             60,624              55,507
                                               ------------        ------------

OPERATING EXPENSES:
Advertising ............................              4,412                 970
Auto Expenses ..........................                986                 566
Auto Rental ............................              4,840               4,840
Delivery and Postage ...................              1,526                 970
Depreciation Expense ...................                215                 320
Dues and subscriptions .................              1,122                 574
Employee Benefits ......................              4,060               2,557
Insurance Expense ......................                880                 754
Filing and Transfer fees ...............              2,861                   0
Licenses and Taxes .....................              1,704               2,461
Office Supplies and Expense ............              5,037               3,777
Officer's Salary .......................             16,000              15,500
Professional fees ......................              4,598                 699
Rent expense ...........................              4,033               4,217
Samples ................................                881                 621
Telephone Expenses .....................              2,963               4,714
Travel and Entertainment ...............              7,729               3,305
                                               ------------        ------------
     Total Operating Expenses ..........             63,847              46,845
                                               ------------        ------------
NET INCOME (LOSS) BEFORE
OTHER (EXPENSES) .......................             (3,223)              8,662
                                               ------------        ------------

OTHER INCOME AND (EXPENSES):
Interest Income ........................                306                 150
Interest (Expense) .....................               (443)               (509)
                                               ------------        ------------
   Total Other Income and
   (Expenses) ..........................               (137)               (359)
                                               ------------        ------------
Net Income (Loss) before
   Provision for Income Taxes ..........             (3,360)              8,303
Provision for Income Taxes .............                  0               2,194
                                               ------------        ------------
NET INCOME (LOSS) ......................       $     (3,360)       $      6,109
                                               ============        ============

NET INCOME (LOSS) PER SHARE ............       $     (.0003)       $       .002
                                               ============        ============
NUMBER OF SHARES OUTSTANDING ...........         10,033,600           3,342,567
                                               ============        ============`

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

---

# PROMOS, INC

# STATEMENTS OF
STOCKHOLDERS EQUITY (DEFICIT)
For the Years Ended December 31, 2000 and 1999

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


Balance,
January 1, 1999 ......        1,250   $    1,250   $        0    $   (8,112)   $   (6,862)

8,000 for 1,
forward split
on August 30, 1999 ...    9,998,750        8,750       (8,750)            0             0

October 1, 1999
shares issued for
cash, $1.00 per
share less
deferred offering
costs ................       33,600           34       20,535             0        20,569

Net Income for
the year ended
December 31, 1999 ...             0            0            0         6,109         6,109
                         ----------   ----------   ----------    ----------    ----------

Balance, December
31, 1999  ............   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
                         ==========   ==========   ==========    ==========    ==========`

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

---

# PROMOS, INC.

# STATEMENTS
OF CASH FLOWS
For the Years Ended December 31, 2000 and 1999

`CASH FLOWS FROM OPERATING ACTIVITIES:
                                                           2000           1999
                                                           ----           ----

     Net Income (Loss) .........................       $ (3,360)       $  6,109

Adjustments to Reconcile
Net (Loss) to Cash Flow From
Operating Activities:
     Depreciation ..............................            215             320
     Decrease (Increase) in
         Accounts receivable ...................         (4,150)          5,100
   (Increase) in prepaid
         Expenses ..............................              0            (580)
     Increase in Receivable,
         Stockholder ...........................         (1,403)              0
   Increase (Decrease) in
         Payables ..............................          4,208          (4,922)
   Increase in Accrued
        Expenses ...............................         (2,194)         (3,840)
   Increase in Banks
        Line of Credit .........................         (6,711)          2,585
                                                       --------        --------

     Cash Provided (Used)By
     Operating Activities ......................        (13,395)          4,772
                                                       --------        --------

CASH FLOWS FROM INVESTING
ACTIVITIES:
     Increase in Fixed Assets ..................         (2,024)              0

CASH FLOWS FROM FINANCING
ACTIVITIES:
     Decrease in Stockholders'
      Loan .....................................              0          (4,500)
     Issuance of common stock, net of
    Offering costs of 12,03x ...................              0          20,569
                                                       --------        --------
     Net Cash (Used) by
         Financing Activities ..................        (15,419)         20,841
                                                       --------        --------

CASH, BEGINNING OF PERIOD ......................         21,587             746
                                                       --------        --------

CASH, END OF PERIOD ............................       $  6,168        $ 21,587
                                                       ========        ========`

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

---

# PROMOS, INC.

# NOTES TO
FINANCIAL STATEMENTS
For the Years Ended December 31, 2000 and 1999

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 ($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 31, 2000 and 1999 is
as follows:

`Accounts Receivable            Accounts Payable
  Current                          65%                          100%
  30-60 days                       20%
  over 60 days                     15%`

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 $417.00 per month and currently has a one year lease from March 1,
2001 through February 28, 2002.

NOTE V - RELATED PARTY
TRANSACTIONS

The Company has incurred
salary expenses of $16,000.00 and $15,500.00 for 2000 and 1999, respectively to
its president. The Company also pays auto rental for its president, this is
currently $403.38 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
9.50 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
           
     52
        
        President and Director
        Stephan R. Levy
          
        61
           
      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, 1998, 1999, or 2000. Compensation does not
include minor business-related and other expenses paid by us. Such amounts in
the aggregate do not exceed $10,000. Our President, Judith F. Harayda, received
compensation of $16,000, $15,500, and $15,000 for 2000, 1999, and 1998,
respectively. Ms. Harayda serves as our President on a full-time basis.

We
have granted no shares of our capital stock as additional compensation and have
no plans to do so.

For
the fiscal years 1998, 1999, and 2000, we paid our Presidents health care.
We have a Self Employment pension plan for the benefit of our President. 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,
2000, 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. These shares reflect an
8,000- for-one forward split of the Common Stock.

---

`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)`

| | (1)    
All ownership is beneficial and on record, unless indicated otherwise.
| | ------------------------------------------------------------------------------

| | (2)    
Beneficial owners listed above have sole voting and investment power with
respect to the shares shown, unless otherwise indicated.
| | ------------------------------------------------------------------------------------------------------------------------------------------

Item 12.      
Certain Relationships and Related Transactions.

We
paid our President, Judith F. Harayda, salary expenses of $16,000 during fiscal
year 2000. 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, 2000.

---

## 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:  3/27/01    
 
            
            
            
            
            
        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:  3/27/01   
            
            
            
            
                
        By:
/s/Stephan R. Levy                
                
                
                
        
                
                
         
       Stephan R. Levy                
                
                
                
        
                
                
        
       Treasurer and Director
Date:  3/27/01   
            
            
            
            
                
        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             
             
             
              
            
             
       
            
              
         PageNumber
             
             
              
         Description
             
             
              
         Cross Reference
+  3A           
             
              
            
   Articles of Incorporation       
             
              
            
    
+  3B           
             
              
            
   Amended and Restated Articles of Incorporation       
             
              
            
    
+  3C           
             
              
            
   Bylaws       
             
              
            
    
+ Previously Filed.

---