# 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, 2002
Commission File Number: 0-27943

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

| | Colorado
(State or other jurisdiction of incorporation) | 84-1209909
(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 $113,320. The aggregate
market value of the voting stock of the registrant held by non-affiliates as of
March 15, 2003 was $ 254,200. The number of shares outstanding of the
registrants common stock, as of the latest practicable date, March 1,
2003, 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 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: University of Denver; First Trust, Incorporated,
Resources Trust, and Lincoln Trust, all subsidiaries of Fiserv, Inc.; KMGH-TV,
Channel 7, the ABC affiliate in Denver; the National Potato Promotion Board;
McCarthy Advertising; Platts, formerly knows as Financial Times Energy;
Distinctive Properties, 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 judgments 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, 2002, 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.

2

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Item
2. Description of Properties.

Since March, 2002, our business office has been located at 2121 South Oneida
Street, Suite 500, Denver, Colorado 80224. At this location, we pay $295 per
month in rent for this office space to an unaffiliated third party under a lease
which expires on August 31, 2003. 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 December,
2002 and 2001. As of December 31, 2002, 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      | 
| |  | -------------- | 
|
|
| |  | First Quarter  | 
| |  | Second Quarter | 
| |  | Third Quarter  | 
| |  | Fourth Quarter | 
|
|
| |  | First Quarter  | 
| |  | Second Quarter | 
| |  | Third Quarter  | 
| |  | Fourth Quarter | 

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.

3

---

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. We undertake 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, 2002. We had
revenues of $113,320, compared to revenues of $187,590 for the same period ended
December 31, 2001. Gross profit from operations was $41,489, or approximately
36.6% of gross revenues for the year ended December 31, 2002, compared to
$79,330 or approximately 42.3% of gross revenues for the year ended December 31,
2001.

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, 2002 were $59,353
compared to expenses of $68,251 for the same period ended December 31, 2001. Our
operating expenses during the fiscal year ended December 31, 2002 decreased
slightly from the previous year, with decreases in office rent expenses, office
supplies, and salaries contributing to the reduction. 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 2002 and 2001 was the decrease of gross revenues
and a loss, compared to the profit in the previous year. We had a loss of
$15,491 in 2002 as compared to a profit of $8,458 in 2001, or a net loss of
$.0015 per share in 2002, compared to a net income of $.00085 in 2001.

Liquidity
and Capital Resources

Net
cash at the end of the period decreased to $21 for the year ended December 31,
2002, compared to $10,072 for the year ended December 31, 2001.

Cash
used by operating activities was $10,311 for the twelve months ended December
31, 2002, compared to cash provided by operating activities of $6,030 for the
twelve months ended December 31, 2001. The cash flows for the twelve months
ended December 31, 2002 were used to fund operations.

Cash flows provided by financing activities accounted for $260 for the twelve
months ended December 31, 2002, compared to using $2,126 for the twelve months
ended December 31, 2001. Financing activities were a negligible part of our
operations for the twelve months ended December 31, 2002.

We
were modestly profitable in 2001 but unprofitable in 2002. Our operating
expenses were relatively the same during both periods. Decreased 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 again 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.

4

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Item 7.
Financial Statements.

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

ITEM        
                        
                        
                
                        
                        
                
           PAGE

|                                            | 
|------------------------------------------- | 
|Report of Certified Public Accountant       | 
|                                            | 
|Balance Sheets,                             | 
|December 31 2002 and, 2001                  | 
|                                            | 
|Statements of Operations, for the           | 
|Years Ended December 31, 2002 and 2001      | 
|                                            | 
|Statements of Stockholders Equity, for the | 
|Years Ended December 31, 2002 and 2001      | 
|                                            | 
|Statements of Cash Flows, for the           | 
|Years Ended December 31, 2002 and 2001      | 
|                                            | 
|Notes to Financial Statements               | 

F-1

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# 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, 2002
and 2001 and the related statements of Operations, Stockholders Equity
(Deficit), and Cash Flows for the years ended December 31, 2002 and 2001. 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,
2002 and 2001, and the results of its operations and its cash flows for the
years ended December 31, 2002 and 2001, in conformity with generally accepted
accounting principles.

/s/ Janet Loss, C.P.A., P.C.
March 19, 2003

F-2

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# PROMOS, INC.

# BALANCE
SHEETS
December 31, 2002 and 2001

|ASSETS                                   | 2002 | 2001       
|---------------------------------------- | ---- | -----------
|CURRENT ASSETS:                          |      |            
|Cash and cash equivalents                |      | $        21
|Accounts receivable, net of              |     
|allowance of doubtful accounts           |     
|of $0                                    |      | 10,091     
|Prepaid Expenses                         |      | 1,407      
|Receivable, Stockholder                  |      | 1,257      
|                                         |      |            
|Total Current Assets                     |      | 12,776     
|                                         |      |            
|Fixed assets at cost, net                |     
|Of accumulated depreciation              |     
|Of $3,590 and $2,616                     |      | 1,865      
|Security Deposits                        |      | 295        
|                                         |      |            
|Total Assets                             |      | $ 14,936   
|                                         |      |            
|                                         |      |            
|LIABILITIES AND STOCKHOLDERS EQUITY     |     
|CURRENT LIABILITIES:                     |     
|Accounts Payable                         |      | $   4,500  
|Sales and Payroll Taxes Payable          |      | 1,013      
|Corporate Income Taxes Payable           |      | 0          
|                                         |      |            
|Total Current Liabilities                |      | 5,513      
|                                         |      |            
|STOCKHOLDERS EQUITY:                    |     
|Preferred Stock, 10,000,000 shares       |     
|of non-voting authorized, par value      |     
|of $0.01 per share, none issued          |      | 0          
|Common stock, par value of $.001,        |     
|per share, 50,000,000 shares authorized, |     
|10,033,600 shares issued and             |     
|outstanding                              |      | 10,034     
|Additional Paid-in-Capital               |      | 11,785     
|Retained earnings (Deficit)              |      | (12,396    
|                                         |      |            
|Total Stockholders Equity               |      | 9,423      
|                                         |      |            
|Total Liabilities and                    |     
|Stockholders Equity                     |      | $ 14,936   
|                                         |      |            
|                                         |      |            

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

F-3

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# PROMOS, INC.

# STATEMENTS
OF OPERATIONS
For the Years Ended December 31, 2002 and 2001

|                                   | 2002 | 2001          
|---------------------------------- | ---- | --------------
|REVENUES:                          |      |               
|Sales                              |      | $      113,320
|                                   |      |               
|COSTS OF GOODS SOLD:               |     
|Purchases and freight              |      | 71,831        
|                                   |      |               
|GROSS PROFIT                       |      | 41,489        
|                                   |      |               
|OPERATING EXPENSES:                |     
|Advertising                        |      | 169           
|Auto Expenses                      |      | 922           
|Auto Rental                        |      | 6,151         
|Delivery and Postage               |      | 575           
|Dues and subscriptions             |      | 1,320         
|Depreciation Expense               |      | 974           
|Employee Benefits                  |      | 3,613         
|Filing and Transfer Fees           |      | 1,294         
|Insurance Expense                  |      | 1,138         
|Licenses and Taxes                 |      | 2,243         
|Office Supplies and Expenses       |      | 3,464         
|Officers Salary                   |      | 20,000        
|Professional Fees                  |      | 5,914         
|Rent Expense                       |      | 3,489         
|Samples                            |      | 1,083         
|Telephone Expenses                 |      | 2,687         
|Travel and Entertainment           |      | 4,317         
|                                   |      |               
|Total Operating Expenses           |      | 59,353        
|                                   |      |               
|NET INCOME (LOSS) BEFORE           |     
|OTHER (EXPENSES)                   |      | (17,864       
|                                   |      |               
|OTHER INCOME AND (EXPENSES):       |     
|Interest Income                    |      | 0             
|Interest (Expense)                 |      | (63           
|                                   |      |               
|Total Other Income and             |     
|(Expenses)                         |      | (63           
|                                   |      |               
|Net Income (Loss) before (Benefit) |     
|Provision For Income Taxes         |      | (17,927       
|(Benefit)Provision for             |     
|Income Taxes                       |      | (2,436        
|                                   |      |               
|NET INCOME (LOSS)                  |      | $     (15,491 
|                                   |      |               
|                                   |      |               
|Net Income (Loss) per              |     
|Weighted average share             |      | (.0015        
|                                   |      |               
|                                   |      |               
|Weighted average share, Basic      |      | 10,033,600    
|                                   |      |               
|                                   |      |               
|Weighted average share, Diluted    |      | 10,033,600    
|                                   |      |               
|                                   |      |               

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

F-4

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# PROMOS, INC.

# STATEMENTS
OF STOCKHOLDERS EQUITY (DEFICIT)
For the Years Ended December 31, 2002 and 2001

|                          | CommonStockNumber ofShares | Common StockAmount | AdditionalPaid-inCapital | (Deficit)RetainedEarnings | TotalStockholdersEquity(Deficit)
|------------------------- | -------------------------- | ------------------ | ------------------------ | ------------------------- | ---------------------------------
|Balance                   |                            |                    |                          |                           |                                  
|January 1, 2001           |                            | 10,033,600         |                          | $10,034                   |                                  
|                         
|Net Income for the year   |                           
|ended December 31, 2001   |                            | 0                  |                          | 0                         |                                  
|                         
|Balance December 31, 2001 |                            | 10,033,600         |                          | $10,034                   |                                  
|                         
|Net Income (Loss) for     |                           
|the year ended December   |                           
|31, 2002                  |                            | 0                  |                          | 0                         |                                  
|                          |                            |                    |                          |                           |                                  
|Balance December          |                           
|31, 2002                  |                            | 10,033,600         |                          | $10,034                   |                                  
|                          |                            |                    |                          |                           |                                  
|                          |                            |                    |                          |                           |                                  

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

F-5

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# PROMOS, INC.

# STATEMENTS
OF CASH FLOWS
For the Years Ended December 31, 2002 and 2001

|                                      | 2002 | 2001       
|------------------------------------- | ---- | -----------
|CASH FLOWS FROM OPERATING ACTIVITIES: |      |            
|Net Income (Loss)                     |      | $(15,491   
|Adjustments to Reconcile              |     
|Net (Loss) to Cash Flow From          |     
|Operating Activities:                 |     
|Depreciation                          |      | 974        
|Decrease in                           |     
|Accounts Receivable                   |      | 2,021      
|(Increase) in prepaid                 |     
|Expenses                              |      | (15        
|Decrease (Increase) in Receivables,   |     
|Stockholder                           |      | 3,846      
|Increase (Decrease)                   |     
|in Payables                           |      | (288       
|Sales and Payroll in                  |     
|Taxes payable                         |      | (1,358     
|                                      |      |            
|Cash Provided (Used)By                |     
|Operating Activities                  |      | (10,311    
|                                      |      |            
|CASH FLOWS FROM FINANCING             |     
|ACTIVITIES:                           |     
|Increase in Fixed Assets              |      | 0          
|                                      |      |            
|Increase in Security Deposits         |      | 260        
|                                      |      |            
|Net Cash (Used) by                    |     
|Financing Activities                  |      | 260        
|                                      |      |            
|CASH, BEGINNING OF PERIOD             |      | $ 10,072   
|                                      |      |            
|CASH, END OF PERIOD                   |      | $        21
|                                      |      |            
|                                      |      |            

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

F-6

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# 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 records 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.

F-7

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NOTE III - AGING OF
ACCOUNTS RECEIVABLE AND PAYABLE

The
percentage aging of trade accounts receivable and accounts payable at December
21, 2002 and 2001 is as follows:

|             | Accounts Receivable | Accounts Payable
|------------ | ------------------- | ----------------
|Current      |                     | 80              
|30-60 days   |                     | 20              
|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 $295.00 per month for eighteen months effective
March 1, 2002.

NOTE V - RELATED PARTY
TRANSACTIONS

The
Company has incurred salary expenses of $20,000.00 and $22,000.00 for the years
ended December 31, 2002 and 2001, respectively to its president. The Company
also pays auto rental for its president, this is currently $512.59 per month.

F-8

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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, 2001 are as follows:

| | NAME | AGE               | POSITION HELD
| | ---- | ----------------- | -------------
|
| |      | Judith F. Harayda |              
| |      | Stephan R. Levy   |              

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.

5

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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. 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, 2000, 2001, or 2002. 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 CompensationAwards | Long TermCompensationPayouts |         |  |   
|----------------- |  | ------------------------- | ---------------------------- | ------- |  | --
|
|Judith F. Harayda |  | 2002                      |                              | $20,000 |  | --
|President(1)      |  | 2001                      |                              | $22,000 |  |   
|                  |  | 2000                      |                              | $16,000 |  |   

(1)
We also paid an auto lease for Ms. Harayda of $6,151 for 2002,  $5,168 for 2001 and
$4,840  for 2000, respectively. Ms. Harayda's health insurance was also paid by us for
2002, 2001, and 2000. 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.

6

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

The
following sets forth the number of shares of our $.0.001 par value common stock
beneficially  owned by (i) each person who, as of December 31, 2002, was known by us to
own beneficially more than five percent  (5%) of our common stock; (ii) our individual
directors and (iii) our officers and directors as a group.

|Name and Addressof Beneficial Owner   | Amount and Nature ofBeneficial Ownership (1)(2) | Percent ofClass
|------------------------------------- | ----------------------------------------------- | ---------------
|Judith F. Harayda                     |                                                 | 8,000,000      
|2121 South Oneida, #500               |                                                
|Denver, Colorado 80224                |                                                
|Stephan R. Levy                       |                                                 | -0-            
|2121 South Oneida, #330               |                                                
|Denver, Colorado 80224                |                                                
|All Officers and Directors as a Group |                                                 | 8,000,000      
|(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 $ 20,000 during fiscal
year 2002. We also paid her auto rental, which is currently $512.59 per month,
and health insurance.

# 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
| | ----- | ------

| | 99.1 | Certification of Chief Executive Officer, Judith F. Harayda
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
the Sarbanes-Oxley Act of 2002.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.2 | Certification of Principal Financial Officer and
Treasurer, Stephan R. Levy, Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

_________________

+
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, 2002.

7

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# 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.
| | ------------

|Dated: March 28, 2003 | 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
| | -----------------------

|Dated: March 28, 2003 | By: /s/ Stephan R. Levy
           Stephan R. Levy
           Treasurer and Director
|--------------------- | ------------------------------------------------------------------------------------

|Dated: March 28, 2003 | By: /s/ Judith F. Harayda
           Judith F. Harayda
           Director
|--------------------- | --------------------------------------------------------------------------

8

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# CERTIFICATIONS

I,
Judith F. Harayda, certify that:

|1. |  | I
have reviewed the report being filed on Form 10-KSB by Promos, Inc.;
|-- |  | ----------------------------------------------------------------------

|2. |  | Based
on my knowledge, the report does not contain any untrue statement of a  material fact or
omit to state a material fact necessary to make the statements  made, in light of the
circumstances under which such statements were made, not  misleading with respect to the
period covered by the report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Based
on my knowledge, the financial statements, and other financial information included in
the report,  fairly present in all material respects the financial condition, results of
operations and cash  flows of Promos, Inc. as of, and for, the periods presented in the
report;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | I
and the other certifying officer are responsible for establishing and  maintaining
disclosure controls and procedures (as such term is defined in  Regulation 13a-14 of the
Securities Exchange Act of 1934) for Promos, Inc and  have:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|i. |  | Designed
such disclosure controls and procedures to ensure that material information relating to
Promos,  Inc., including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which the periodic  reports are
being prepared;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. |  | Evaluated
the effectiveness of Promos, Inc's disclosure controls and procedures as of a date within
90  days prior to the filing date of the report ("Evaluation Date"); and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|iii. |  | Presented
in the report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | I
and the other certifying officer have disclosed, based on our most recent evaluation, to
the Promos,  Inc. auditors and the audit committee of the board of directors (or persons
fulfilling the  equivalent function):
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|i. |  | All
significant deficiencies in the design or operation of internal controls  which could
adversely affect Promos, Inc.s ability to record, process,  summarize and report
financial data and have identified for Promos, Inc.s  auditors any material
weaknesses in internal controls; and
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. |  | Any
fraud, whether or not material, that involves management or other employees who have a
significant  role in the issuer's internal controls; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

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

|Dated: March 28, 2003 | By: /s/ Judith F. Harayda
           Judith F. Harayda
           Chief Executive Officer
|--------------------- | -----------------------------------------------------------------------------------------

9

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# CERTIFICATIONS

I,
Stephan R. Levy, certify that:

|1. |  | I
have reviewed the report being filed on Form 10-KSB by Promos, Inc.;
|-- |  | ----------------------------------------------------------------------

|2. |  | Based
on my knowledge, the report does not contain any untrue statement of a  material fact or
omit to state a material fact necessary to make the statements  made, in light of the
circumstances under which such statements were made, not  misleading with respect to the
period covered by the report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Based
on my knowledge, the financial statements, and other financial information included in
the report,  fairly present in all material respects the financial condition, results of
operations and cash  flows of Promos, Inc. as of, and for, the periods presented in the
report;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | I
and the other certifying officer are responsible for establishing and  maintaining
disclosure controls and procedures (as such term is defined in  Regulation 13a-14 of the
Securities Exchange Act of 1934) for Promos, Inc and  have:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|i. |  | Designed
such disclosure controls and procedures to ensure that material information relating to
Promos,  Inc., including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which the periodic  reports are
being prepared;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. |  | Evaluated
the effectiveness of Promos, Inc's disclosure controls and procedures as of a date within
90  days prior to the filing date of the report ("Evaluation Date"); and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|iii. |  | Presented
in the report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | I
and the other certifying officer have disclosed, based on our most recent evaluation, to
the Promos,  Inc. auditors and the audit committee of the board of directors (or persons
fulfilling the  equivalent function):
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|i. |  | All
significant deficiencies in the design or operation of internal controls  which could
adversely affect Promos, Inc.s ability to record, process,  summarize and report
financial data and have identified for Promos, Inc.s  auditors any material
weaknesses in internal controls; and
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. |  | Any
fraud, whether or not material, that involves management or other employees who have a
significant  role in the issuer's internal controls; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

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

|Dated: March 28, 2003 | By: /s/ Stephan R. Levy,
           Stephan R. Levy,
           Chief Financial Officer
|--------------------- | ---------------------------------------------------------------------------------------

10

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

# FORM 10-KSB

# EXHIBITS
TO
Promos, Inc.

11

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# EXHIBIT INDEX

| | Exhibit No. | Description | CrossReference Page
| | ----------- | ----------- | -------------------

| | +  3A | Articles of Incorporation
| | ----- | -------------------------

| | +  3B | Amended and Restated Articles of Incorporation
| | ----- | ----------------------------------------------

| | +  3C | Bylaws
| | ----- | ------

| | 99.1 | Certification of Chief Executive Officer, Judith F. Harayda
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
the Sarbanes-Oxley Act of 2002.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.2 | Certification of Principal Financial Officer and
Treasurer, Stephan R. Levy, Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

_________________

+
Previously Filed.

12

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