U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB

(Mark One)
X__Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2002.

__Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to
_____________.

Commission File No:   0-28043

PATHWAY CORP
(Name of small business in its charter)

DELAWARE                         52-2177760
__________________________________________________________
(State or other                        (IRS Employer Identification
jurisdiction of Incorporation)                        No.)

1220 North Market Street, suite 606
__________________________________________________________
Address of Principal Executive Office (street and number)

Wilmington, Delaware   19801
__________________________________________________________
City, State and Zip Code

(Issuer's telephone number:  (718) 997-7838

Securities to be registered under Section 12(b) of the Act:

Title of each class
__________________________________________________________
N/A

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

Common Stock,    .00001 par value
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes  X   No ____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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 or any amendment to this Form 10-KSB. ___

State issuer's revenue for its most recent fiscal year: $  -0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in
Rule 12b-2): -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates
on the basis of reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five
years) Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
Yes ____  No ____

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 10,635,000 as of March 01, 2002.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"). The listed documents should be clearly described
for identification purposes.











PART I

Item 1.  DESCRIPTION OF BUSINESS

Business Development

          The Company was incorporated under the laws of the State of
Delaware on January 16, 1998, and is in the early developmental and
promotional stages.  To date the Company has developed an internet
shopping mall which was launched in November 2002.  It remains
in the development stage, and owing to its strategy of paying for
outsourced contract services with stock and
management's  periodic absorption of minor expenses,
since inception, has experienced no significant change in liquidity or
capital resources in stockholder's equity.  The Company has no
full-time employees and owns no real estate.

          The Company elected to file a Form 10-SB registration
statement, which became effective on January 11, 2000, on a voluntary basis
in order to become a reporting company under the Securities Exchange Act
of  1934. The Company is a marketing and distribution company whose
business plan is to seek, investigate, develop and, if warranted, acquire
niche products, services, or businesses of such to market to the public,
and to pursue other related activities intended to enhance shareholder value.
The Company developed a website offering branded products from major
manufacturers and retailers in a shopping mall motif.  Persons registering
for membership in the Companies shopping Club receive rebates on their
purchases in addition to any merchant discounts.


Competition

The Company expects to encounter substantial competition from other
websites offering merchandise for sale to the public.  This includes
shopping malls, manufacturers, and auction sites such as e-bay, as well
as from established "brick and mortar" retail and wholesale establishments.
The Company hopes to minimize the cost of promoting the business by offering
shopping rebates to individuals who are Pathway Shopping Club members.
Currently, membership is free.  Furthermore, the Company seeks unique
products and services which have smaller competitors that can be acquired
for stock which could be sold over our website.  These niche products
would provide substantially higher profit margins than the well known
branded items now being offered by us.

Employees

          The Company is in the development stage and has adopted a policy of
 contracting with independent advisors and consultants for shares in the
 Company. It currently has no employees.  Management of the Company expects
 to use consultants, attorneys and accountants as necessary, and does not
 anticipate a need to engage any full-time employees until member
 registrations and sales activity increases substantially.

Item 2.  Description of Property.

          The Company currently maintains a mailing address at 98-01
67th Avenue, Rego Park, NY 11374, which is the address of its President.
The Company pays no rent for the use of this mailing address. The
Company's telephone number is 718-997-7838. The Company does not believe
that it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations described herein.
However, the need for additional office facilities may be necessary once
the Company engages full time or long term contract personnel.

Item 3.  Legal Proceedings

          The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

          No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of the
Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.

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

	None.

PART II

Item 5.  Market Price and Dividends on the Registrant's Common Equity
and Other Shareholder Matters

As of December 31, 2002, there was no currently
trading public market for the Company's shares.  As of December 31, 2002, the
Company's securities were held of record by a total of approximately
20 persons.

No dividends have been paid
to date and the Company's Board of Directors does not anticipate paying
dividends in the foreseeable future.


ITEM 6.       MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION.

In November of 2002 the Company started the Pathway Shopping
Club which offers thousands of name brand products from well
known merchants and manufacturers over its website which was
activated that month. The website is setup in a shopping mall motif
and shoppers have the ability to buy from their favorite merchants from
the comfort and convenience of their homes.  This service provides
rebates to its members in addition to any discounts provided by the
merchants.  The company remains in the development stage as it continues
to enhance its website and promote the shopping club, which currently
has free membership.



Results of Operations

Since inception, the Company has been engaged in
discussions with parties to establish a sales/marketing and
distribution company or acquire related businesses, which
have a low risk relative to the deteriorating economic con-
ditions in the U.S.  In line with this strategy, the Company
has developed an internet shopping mall which was
activated for service in November 2002.  Accordingly, it can
be expected that additional resources will be required.

As of December 31, 2002, the Company remains in the
development stage and owing to its strategy of shared revenue
outsourcing and management's periodic absorption of minor expenses
since inception, has experienced no significant change in
liquidity or capital resources or stockholder's equity other
than the receipt of proceeds in the amount of $106 from its inside
capitalization funds and receipt of additional paid-in capital totaling
$2,797.  Consequently, for the fiscal year ended December 31, 2002,
the Company's balance sheet reflects current and total assets
of $1,154 in the form of cash, and no liabilities.

The Company will carry out its plan of business as discussed
below.  It believes that its outsourcing strategy will be able to
limit growth in cash expenses to a level proportional to growth in revenue
with profitability as the objective.

Plan of Operations

For the fiscal year ending December 31, 2003,  the Company
expects to continue its efforts to develop the internet shopping club concept,
as a platform to offer high margin niche products and services.
The Company anticipates incurring a loss for the fiscal year as a
result of expenses associated with compliance with the reporting
requirements of the Securities Exchange Act of 1934, and expenses
associated with developing and promoting its website and shopping club.

Liquidity and Capital Resources

The Company believes it will require additional capital above the $1,154 it
had on December 31, 2002, in the amount of approximately $10,000 in order
to pay the costs associated with completion and filing of this report on Form
10-KSB and the costs associated with compliance with its continuing reporting
obligations under the Securities Exchange Act of 1934, as amended, for the
fiscal year ending December 31, 2003.  Continuing our policy of outsourcing
to independent contractors for stock should help minimize cash needs.  However,
as the Company increases its advertising and marketing program, the Company's
needs for additional financing are likely to increase substantially.
,


However, at this time, no specific commitments to provide additional funds
have been made by management or other stockholders.   Accordingly,
there can be no assurance that any additional funds will be avail-
able to the Company to allow it to cover its expenses.  Notwithstanding
the foregoing, however, to the extent that additional funds are
required, the Company anticipates receiving such funds in the form of
advancements from current shareholders without the issuance of
additional shares or other securities, or through the private placement
of restricted securities.

Item 7.  Financial Statements

The Company's financial statements, consisting of the balance sheet for the
year ended December 31, 2002 and related statements of loss and accumulated
deficit, stockholders' equity, and cash flows for the years ended
December 31, 2002 and 2001, have been audited by Roger S. Graff, independent
certified public accountant, which along with his report thereon, appears on
pages F-1 through F-7 hereof.

Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.

	None.





PART III

Item 9. Directors and Executive Officers

The directors and officers currently serving the Company are
as follows:

Name                         Age       Positions Held and Tenure

Robert Scher                 61        Chairman of the Board of
                                       		Directors

Carol Kaplan                 59        President, Secretary, Treasurer
                          		 		and Director

Robert Scher has been Chairman of the Board of Directors
of the Company since August 1, 1999.  Additionally, he has been
Chairman of the Board and President of U.S.A Growth Inc., a
publicly traded company, from July 1995 until July, 1999.
He has also been the President of Growth Net Inc. since May
10, 1999.   Mr. Scher has a B.A. in accounting from the City
University of New York, Baruch College .  He has been an
accountant with the Health and Hospital Corporation since
1971 - 1999.  He is currently a self-employed tax consultant
and a private investor.  He is the brother of Carol Kaplan.

Carol Kaplan has been a Director as well as President and
Secretary/Treasurer of the Company since its inception.
She is currently a self-employed consultant in computers and financial
analysis.  Ms. Kaplan received a BA in mathematics and
computer science  and a MS degree in education.  Ms
Kaplan is also a recipient of a National Science Foundation
grant in computer science.  She is the sister of Robert
Scher.

The Company does not have a standing audit, nominating, or compensation
committees of the Board of Directors, or committees performing similar
functions.  Last year, the Board of Directors met on three occasions.

The term of office of each director is one year or until his successor is
 elected at the Company's annual meeting and qualified.  Each officer is
appointed by the Board of directors and serves at the discretion of the Board.

The Certificate of Incorporation of the Company provides for indemnification
of officers and directors to the fullest extent permitted by Delaware law.



Item 10.  Executive Compensation.

          Other than the initial shares of Common Stock issued pursuant
to consulting agreements, the Company does not currently pay any salary or
fees to its officers or directors but the Board of Directors may elect to do
so in the future.  None of the officers and directors intends to devote more
than 10% of his time to the Company's affairs.

          The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or
more such programs in the future.

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

          The following table sets forth the number of shares of Common
Stock of the Company beneficially owned, directly or indirectly, by (i)
each of the Company's officers, and directors; (ii)  all persons known to
the Company to be beneficial owners of more than five percent (5%) of the
outstanding shares of Common Stock;  and(iii) all officers and directors
as a group:

Name and Address of 	   Number of Shares       % of Class
Beneficial Owner        Beneficially Owned
Robert Scher                 200,000                 1.9
900 West 190th Street
New York, NY 10040

Carol Kaplan              10,000,000                94.0
98-01 67th Avenue
Rego Park, NY 11374

All directors and
officers as a group		                               95.9
 (two persons)

The Company is unaware of any arrangement, the operation of which, at a
 subsequent date, may result in a change in control of the Company.

Effective May 1, 1991, the Securities and Exchange commission promulgated
new rules under Section16 of the Securities Exchange Act of 1934.  The
Company believes that during the preceding year the executive officers and
directors have complied with all Section 16 requirements.

Item 12. Certain Relationships and Related transactions

None

Item 13.  Exhibits and Reports on Form 8-K

              (a)             Exhibits

	The following exhibits have previously been filed on a Form10 -SB
Registration Statement with the Securities and Exchange Commission and
are hereby incorporated by reference pursuant to Rule 12b-23:

              		3.1 Certificate of Incorporation
  			3.2 By-laws of the Company
10.1  Consultation Agreement
10.2  Consultation Agreement

(b) Reports on Form 8-K

	The Company did not file any reports on Form 8-K for its last quarter
of the year,  ended December 31, 2001



ROGER S. GRAFF
CERTIFIED PUBLIC ACCOUNTANT
27 CONCORD ROAD
PORT WASHINGTON, NY 11050




REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors and Stockholders of
Pathway Corp.

I have audited the accompanying balance sheet of Pathway Corp. (a development
stage company) as of December 31, 2002, and the related statements of loss and
accumulated deficit, stockholders' equity, and cash flows for each of the two
years then ended, and for the period from inception (January 16, 1998) to
December 31, 2002.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on these
 financial statements based on our audit.

I conducted my audit 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 misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  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 Pathway Corp. as of
December 31,  2002 and the results of its operations and cash flows for the
period then ended, in conformity with generally accepted accounting principles.





Roger S. Graff, CPA  (NY)
PORT WASHINGTON, NY 11050
March 11, 2003

F-1




Pathway Corp.
(A Development Stage Company)
BALANCE SHEET
December 31, 2002
(Audited)

ASSETS
CURRENT ASSETS
 Cash and cash equivalents   	                                     $ 1,154
 Total current assets                            		              1,154
TOTAL ASSETS                                     	             $ 1,154


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable						          0
 Total current liabilities                      				          0
TOTAL LIABILITIES                                  			$        0

STOCKHOLDERS EQUITY
 Common stock,$.00001 par value,
 100,000,000 shares authorized,
 10,635,000 shares issued and
 outstanding at December 31, 2001          			       106
 Additional paid-in capital                           		                2,797

 Deficit accumulated
 during the development stage                      		               (1,749)

 Total stockholders' equity                      	                  $ 1,154

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                        			  $ 1,154






The accompanying notes are an integral part of this statement







PATHWAY CORP.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF LOSS AND ACCUMULATED DEFICIT



                   Cumulative
                  January 16, 1998
                 (Date of Inception)	     Jan 1, 2002	          Jan. 1, 2001
                         to			                   to	              to
                 December 31, 2002       Dec. 31, 2002        Dec. 31, 2001




REVENUE	$           106	        $    17		       $     35

EXPENSES:
consulting  expenses	 1855	            435		            435


INCOME (LOSS)      (1,749)	          (418)		          (400)


INCOME TAXES:
   Federal	    0
   State	    0	           0

NET INCOME (LOSS)  (1,749)	   (418)	      ( 400)

NET INCOME (LOSS) PER SHARE
  OF COMMON STOCK		   NIL			  NIL	                        NIL

WEIGHTED AVERAGE NUMBER OF
  SHARES OF COMMON STOCK
  OUTSTANDING DURING  THE
  PERIOD      Note	(2)	10,635,000		10,635,000





The accompanying notes are an integral part of this statement





	PATHWAY CORP.
	(A Development Stage Company)
	Statements of Cash Flows
	the Period From Inception (January  16, 1998)
             to December 31, 2002

	               Cumulative
                     January 16, 1998
                  (Date of Inception)	        Year	     Jan. 1, 2001
                             to	      	                  Ended	            to.
                   December 31, 2002           Dec. 31, 2002	      Dec.31, 2001

Cash Flows From Operating Activities:
 Net (loss)     $    (1749)                     $    (418)        $    (400)
Adjustments to reconcile net (loss)
 to net cash provided by (used in)
 operating activities:
Issuance of common stock for services        250           -		-
 Increase (decrease)in accounts payable
                        		                 ----------   ----------   ----------
Net cash provided by (used in)
  operations                                (1499)         (418)       (400)
                                        	----------    ----------  ----------
Cash flows from investing activities:
Net cash provided by (used in)
  investing activities                   	  -                -         -
                                  	     -----------     ----------  ----------
Cash flows from financing activities:
Issuance of common stock                    2653             -         -
			                                      -----------    ----------	---------
Net cash provided by (used in)
  financing activities                      1154          (418)       (400)
                                         ----------     ----------  ----------
Net increase (decrease) in cash and
  cash equivalents                          1154          (418)       (400)
                                        ----------      ----------  ----------
Beginning cash and cash equivalents          -            1572        1971
                                     ----------         ----------  ----------
Ending cash and cash equivalents  $    1154   $   1154            $   1571
                                    ==========   ==========   ==========

Supplemental disclosure of cash flow information:

 Cash paid for: Income taxes      $     -      $     -      $     -
                Interest          $     -      $     -      $     -

Supplemental schedule of non-cash investing and financing  activities:

 Common shares issued for organization
  costs                               $     -      $     -      $


	The accompanying notes are an integral  part of this statement.



Pathway Corp.
(A Development Stage Company)
	Statement of Changes in Stockholders' Equity
	For the Period From (Inception) January  16, 1998, through
             December 31, 2002



                                                   Deficit Accumulated
                                                       During the
                               Common Stock         Development Stage    Total
                              ----------------      -------------------  -----
                              Shares    Amount
                              ------    ------

Shares issued for
 services at $.001
 per share during
 January, 1998                250,000    $ 250                       $  250
Net (loss) for the period      -            -            (250)         (250)
                             ---------   --------       ---------    --------
Balance December 31, 1998     250,000      250           (250)          -

Shares issued for
 services during
 August, 1999                  5,000      200                          200

 40:1 stock split:
 common stock,p.v $.001        (255,000)       -
 common stock,p.v $.00001    10,200,000 	     -

shares issued
during November, 1999           190,000        3                       3
shares issued
during November, 1999
at $.01 per share to
investors                      245,000    2,450                        2,450
Net (loss) for the
period 1/1/99-12/31/01          -          -            (1081)       (1081)
Net (loss) for the
period 1/1/02-12/31/02		 -	   -		(418)	      (418)
                              ---------   --------       ---------     -------

Balance December 31, 2002    10,635,000   $2,903      $  (1749)    $   1,154
                           ==========  ========       =========     =========




The accompanying notes are an integral part of this statements.






Pathway Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2002



1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development stage company

Pathway Corp. (a development stage company) (the "Company") was
incorporated under the laws of the State of Delaware on January 16, 1998.  The
current registered office of the Company is 1220 North Market
Street, Suite 606, Wilmington, Delaware 19801.  The current principal office of
the corporation is  1220 North Market Street, Suite 606, Wilmington, Delaware
19801. During the period from January 16, 1998 (inception) through December
31, 2002, the Company has been engaged in discussions with
parties to establish a sales/marketing and distribution company or acquire
related businesses, which have a low risk relative to the deteriorating
economic conditions in the U.S.  In line with this strategy, the Company has
developed an internet shopping mall which was activated for limited service
in November 2002.  Accordingly, it can be expected that additional resources
will be required as the Company goes towards implementing a full marketing
campaign.

Accounting Method
The Company records income and expenses on the accrual method.

Fiscal year
The fiscal year end of Company is the calendar year ending December 31.

Loss per share
Loss per share was computed using the weighted average number of shares
outstanding during the period.

Statement of cash flows
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three month or
less to be cash equivalents.

Use of estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principals requires the Company's management to
make estimates and assumptions that effect the amounts
reported in these financial statements and accompanying notes.  Actual results
could differ from those estimates.

Consideration of Other Comprehensive Income Items
SFAF 130  Reporting Comprehensive Income, requires companies to present
comprehensive income (consisting primarily of net income plus other direct
equity changes and credits) and its components as part of the basic financial
statements.  For the year ended December 31, 2002, the Company's financial
statements do not contain any changes in equity that are required to be
reported separately in comprehensive income.

Stock Basis
Shares of common stock issued for other than cash have been assigned amounts
equivalent to the fair value of the service or assets received in exchange.



2.  STOCKHOLDERS' EQUITY

Pursuant to a consulting  services and subscription agreement dated January 17,
1998,  Carol Kaplan  was issued 250,000 shares of  the common stock at par
value .001 of the Company  for a value of  $250.00
in services.   On November 2, 1999 there was a 40:1 stock split and the 250,000
shares were exchanged for 10,000,000 shares at par value of  .00001 of the
common stock of the Company. During the year 2002, the Company contracted
with individuals for various services to be performed for the Company in
exchange for Company stock.  Upon satisfactory completion of  each contract,
the Company will be obligated to issue shares.  When all contracts are
completed, a total of 42,000 will be issued.


As of  December 31, 2002, 10,635,000 shares of the common stock of the
Company were issued and outstanding.


3.        RELATED PARTY TRANSACTIONS

The Company's two directors and officers are also shareholders.  Robert Scher
controls 200,000 shares of the common stock of the Company (approximately
1.9% of the outstanding shares).  Carol Kaplan is a
principal shareholder and controls 10,000,000 shares of the common stock of the
Company (approximately 94% of outstanding shares).  Robert Scher's shares
were issued for the cash price of $200.  Carol Kaplan's
shares were issued for services which have been valued at $250. A mailing
address is being provided to the Company by Carol Kaplan at no charge.

4.        INCOME TAXES

The Company has Federal net operating loss carry forwards of  approximately
$1749 expiring in the year 2013 through 2016.    The tax benefit of these net
operating losses, which totals approximately $ 200
has been offset by a full allowance for realization.  This carry  forward may
be limited upon the consummation of a business combination  under IRC Section
381.





















F-7


SIGNATURES

	Pursuant to the requirements of 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.

Dated:  March 18, 2003

Pathway Corp.


__________________________________
Carol Kaplan, 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 on the dates indicated.


Name				Title			Date



_____________			President		March 18, 2003
Carol Kaplan			 Director




_________________		Director		March 18, 2003
Robert Scher