SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                          FORM 10-KSB

      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                  COMMISSION FILE NO.: 0-16157

                       TELE-OPTICS, INC.
         ----------------------------------------------
         (Name of Small Business Issuer in its Charter)

           Delaware                            65-0008442
---------------------------------          -------------------
  (State or other jurisdiction                (IRS Employer
of incorporation or organization)          Identification No.)

   21218 St. Andrews Boulevard, #642, Boca Raton, Florida 33433
   ------------------------------------------------------------
   (Address of principal executive offices, including zip code)

                          (954) 360-4951
                   ---------------------------
                   (Issuer's telephone number)

                              None
      -----------------------------------------------------
      (Former name, former address, and former Fiscal Year,
                  if changed since last report)


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

           None                               None
   ---------------------              ----------------------
   (Title of Each Class)              (Name of Each Exchange
                                       on which Registered)

       Securities registered pursuant to 12(g) of the Act:

             Common Stock, par value $.001 per share
             ---------------------------------------
                         (Title of Class)

Check whether the Issuer (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
Issuer was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes [x]    No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained herein, and will not
be contained, to the best of Issuer'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. [X]

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

The aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing sales price for the common
stock of $.125 per share on February 21, 2003 was approximately
$195,000.

As of February 21, 2003, there were 10,005,000 shares of the
Registrant's Common Stock issued and outstanding.


<PAGE>


                        TELE-OPTICS, INC.



                        TABLE OF CONTENTS

                                                         Page
PART I                                                 --------
------

Item 1.  Business......................................... 3

Item 2.  Properties....................................... 6

Item 3.  Legal Proceedings................................ 6

Item 4.  Submission of Matters to a
           Vote of Security Holders....................... 6

PART II
-------

Item 5.  Market for Company's Common Equity
           And Related Stockholder Matters................ 7

Item 6.  Management's Discussion and
           Analysis or Plan of Operations................. 7

Item 7.  Financial Statements and Supplementary Data...... 9

Item 8.  Change in and Disagreements
           with Accountants on Accounting
           and Financial Disclosure....................... 9

PART III
--------

Item 9.  Directors, Executive Officers, Promoters
           and Control Persons; Compliance with
           Section 16(a) of the Exchange Act.............. 10

Item 10. Executive Compensation........................... 11

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

Item 12. Certain Relationships and Related Transactions... 13

Item 13. Exhibits, Financial Statement
           Schedules and Reports on Form 8-K.............. 14

Item 14. Control and Procedures........................... 14

SIGNATURES

CERTIFICATIONS


<PAGE>


                              PART I

ITEM 1.  BUSINESS
         --------

Tele-Optics, Inc. (the "Company" or the "Registrant") was
incorporated in December 1986 for the purpose of acquiring all of
the common stock of Lenzar Optics, Inc. ("Lenzar").  Lenzar was
then engaged in development, manufacture and marketing of a variety
of optical, electronic and electro-optical products for use in the
medical and defense industries.  In September, 1991, the Company
sold all assets related to Lenzar's operations to a third party.
Following that sale, the Company had no active business operations
and intended to liquidate its assets.  In December 1991, the
Company entered into an agreement to acquire all of the issued and
outstanding common stock of Fantasia Homes, Inc. ("Fantasia") (the
"Fantasia Agreement").  In May 1992, however, the Company rescinded
the Fantasia Agreement and canceled all shares of its common stock
issued in connection with the Fantasia Agreement.  Since rescission
of the Fantasia Agreement, the Company has investigated the
possibility of acquiring a potential business opportunity.  The
Company, however, did not possess the capital necessary to
successfully pursue any such acquisition.  The Company has had
virtually no active business operations since late 1991.

On November 21, 1997, (the "Closing Date"), new investors,
including the Company's current management (the "Buyers"),
completed the purchase of an aggregate of 3,100,000 shares of the
Company's Common Stock (the "Purchased Shares"), representing
approximately sixty-two (62%) percent of the Company's then issued
and outstanding Common Stock as of the Closing Date.  The Purchased
Shares were acquired from the authorized but previously unissued
shares of the Company's Common Stock.  As part of the aggregate
purchase price for the Purchased Shares, the Buyers agreed to pay
certain obligations of the Company, including certain past due and
current accounting and legal fees, stock transfer agent fees,
franchise taxes, state and federal taxes, and other expenses
incurred or to be incurred in connection with bringing the Company
current with respect to reporting obligations under the Securities
and Exchange Act of 1934 (the "Act").  As a result, the Company has
filed certain disclosure documents with the Securities and Exchange
Commission ("SEC"), including Annual Reports on Form 10-KSB and
Quarterly Reports on Form 10-QSB.  Simultaneously with the
acquisition of the Purchased Shares, an additional 300,000 shares
of the Company's Common Stock was acquired by a member of the law
firm which represented the Company in connection with the
transaction.  Such shares were issued during 1999.  See "Financial
Statements"

In addition, since the Closing Date, the Buyers and others have
provided additional sufficient funds in the form of equity
investment and loans to ensure the Company's viability and permit


                             -3-

<PAGE>


the Company to continue its limited operations and pursue business
opportunities, including a possible business combination, merger or
similar transaction.  During 1999, the Company issued an additional
1,960,000 shares for an aggregate purchase price of $19,600, which
includes $4,600 for services that were rendered to the Company.
During 2000, 2001, and 2002 the Company issued an additional
1,400,000 shares for an aggregate purchase price of $23,000. The
Company continues to engage in no commercial operations at this
time.  See "Financial Statements".

Management has determined that the Company's current business plan
is primarily to seek one or more potential businesses which may, in
the opinion of management, warrant the Company's involvement.  The
Company recognizes that as a result of its limited financial,
managerial or other resources, the number of suitable potential
businesses which may be available to it will be extremely limited.
In seeking to attain its business objective, the Company will not
restrict its search to any particular industry.  Rather, the
Company may investigate businesses of essentially any kind or
nature, including but not limited to, finance, high technology,
manufacturing, service, sports, research and development,
communications, insurance, brokerage, transportation and others.
Notwithstanding the foregoing, management does not intend to become
involved with a company which is an "investment company" under the
Investment Company Act of 1940, or with a company which may be
deemed an "investment advisor" under the Investment Advisors Act of
1940.  Nor does the Company intend to become an investment company
or an investment advisor.  Management's discretion is otherwise
unrestricted and it may participate in any business whatsoever
which may in the opinion of management, meet the business
objectives discussed herein.  It is emphasized that the business
objectives discussed herein are extremely general and are not
intended to be restrictive upon the discretion of management.  As
of the date of this report, the Company has not chosen the
particular area of business in which its proposes to engage and has
not conducted any market studies with respect to any business or
industry, although management of the Company has had preliminary
discussions with a variety of enterprises.

The Company will not restrict its search to any specific industry
(except as set forth above), but may acquire an entity or position
in a company which is (i) in its preliminary or development stage;
or (ii) is a going concern.  At this time, it is impossible to
determine the needs of the business in which the Company may seek
to participate, and whether such business may require additional
capital, management, or may be seeking other advantages which the
Company may offer.  In other instances, possible business endeavors
may involve the acquisition of or a merger with a company which
does not need additional equity, but seeks to establish a public
trading market for its securities.


                             -4-

<PAGE>


Businesses which seek the Company's participation in their
operations may desire to do so to avoid what such businesses deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal costs,
along with other conditions or requirements imposed by Federal and
state securities laws.

The analysis of potential business endeavors will be undertaken by
or under the supervision of the Company's management.  Management
is comprised of individuals of varying business experiences, and
management will rely on their own business judgment in formulating
decisions as to the types of businesses which the Company may
acquire or in which the Company may participate.  It is quite
possible that management will not have any business experience or
expertise in the type of businesses engaged in by a company which
may be investigated by the Company.

In analyzing prospective businesses, management anticipates
considering such factors as available technical, financial and
managerial resources; working capital and other financial
requirements; such businesses' history of operations, if any, and
prospects for the future; the nature of present and expected
competition; the quality and experience of management services
which may be available and the depth of that management; the
potential for further research and development; risk factors; the
potential for growth and expansion; the potential for profit; the
perceived public recognition or acceptance of such businesses,
products, services, trade or service marks; its name
identification; and other relevant factors.  The Company may
compensate its management and/or advisors in connection with the
review and analysis of a prospective business combination.

While it is anticipated that these factors will be considered, to
a large extent a decision to participate in a specific business
will be difficult, if not impossible, to analyze through the
application of objective criteria.  In many instances, the
achievements of a specific business to date may not necessarily be
indicative of its potential for the future because of various
changing requirements in the marketplace, such as the ability to
substantially shift marketing approaches, expand significantly or
change product emphasis, change or substantially alter management,
or other factors.  On the other hand, the management of such
companies may not have proven their abilities or effectiveness, or
established the viability of the market, or the products or
services which they propose to market.  As such, the profitability
of such a business may be unpredictable and might therefore subject
the Company and its assets to substantial risks.

It is anticipated that any number of prospective businesses will be
available to the Company from various sources, including its
management, its professional advisors, securities broker-dealers,


                             -5-

<PAGE>


venture capitalists, members of the financial community, and others
who may present unsolicited proposals.  In some instances, the
Company may publish notices or advertisements in financial or trade
publications seeking potential business acquisitions.  In certain
circumstances, the Company may agree, in connection with an
acquisition, to pay a finder's fee or other compensation to an
investment banking firm or other person (who may or may not be
affiliated with the Company) who submits to the Company a business
in which the Company participates.

It is anticipated that locating and investigating specific
proposals will take a substantial period of time, although the time
such process will take can by no means be assured.  Further, even
after a business is located, the negotiation, drafting and
execution of relevant agreements, disclosure documents and other
instruments may require substantial additional time, effort and
attention on the part of management, as well as substantial costs
for attorneys, accountants and others.  If a decision is made not
to participate in a specific business endeavor, the costs
theretofore incurred in the related investigation might not be
recoverable.  Furthermore, even if an agreement were reached for
the participation in a specific business, the failure to consummate
that transaction might result in the loss to the Company of the
related costs incurred, including compensation paid to management
and its advisors.

ITEM 2.  PROPERTIES
         ----------

At present, the Company does not own any property.  The Company
maintains its business address at a minimal cost.  Administrative
services, including the use of fixtures, furniture and equipment,
and the use of employees to provide secretarial and bookkeeping
services, are provided to the Company at minimal cost by the
Company's current officers and directors.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

The Company is not party to any litigation.  To the best knowledge
of management, no litigation is currently threatened.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

     Not applicable.





                             -6-

<PAGE>


                                  PART II

ITEM 5.   MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS
          ----------------------------------------------------------

The Company's Common Stock commenced trading on the OTC Bulletin
Board on May 9, 2002 under the symbol "TLOP".  The following table
sets forth the range of high and low bid quotations for the
Company's Common Stock for the period indicated as reported by The
Nasdaq Stock Market, Inc. since May 9, 2002.  The below quotations
represent prices between dealers and do not include retail mark-up,
mark-down or commission.  The quotations do not necessarily
represent actual transactions.

<TABLE>
<CAPTION>

     Fiscal Period                       High Bid     Low Bid
     <S>                                 <C>          <C>
     2002:
     ----
     First Quarter.....................    n/a            n/a
     Second Quarter....................   $.20           $.15
     Third Quarter.....................    .15            .15
     Fourth Quarter....................    .13            .13
</TABLE>

As of February 21, 2003, there were approximately 237 record
holders of the Company's outstanding Common Stock.  Since
additional shares of the Company's Common Stock are held for
stockholders at brokerage firms and/or clearing houses, the Company
was unable to determine the precise number of beneficial owners of
its Common Stock as of February 21, 2003.

The Company has never declared or paid cash dividends on its
capital stock and the Company's Board of Directors intends to
continue that policy for the foreseeable future.  Earnings, if any,
will be used to finance the development and expansion of the
Company's business.  Future dividend policy will depend upon the
Company's earnings, capital requirements, financial condition and
other factors considered relevant by the Company's Board of
Directors and will be subject to limitations imposed under Delaware
law.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS OR PLAN OF OPERATIONS
          -----------------------------------------------------------

The analysis of the Company's financial condition, liquidity,
capital resources and results of operations should be viewed in
conjunction with the accompanying financial statements including
the notes thereto.

Financial Condition
-------------------

At December 31, 2002, the Company had current assets and total
assets of $89 as compared to current assets and total assets of


                             -7-

<PAGE>


$3,614 at December 31, 2001, liabilities of $2,408 as of December
31, 2002, as compared to liabilities of $5,120 as of December 31,
2001, and a net worth of $(2,319) as of December 31, 2002, as
compared to a net worth of $(1,506) at December 31, 2001.  The
decrease in net worth was the result of expenses incurred by the
Registrant in connection with keeping the Company current in its
periodic filings with the SEC and related operating expenses.  See
"Business" and "Financial Statements".

Liquidity
---------

Since the Company's operating expenses, in management's opinion,
will be minimal during the Company's 2003 fiscal year and until the
Company is able to engage in meaningful operations, the Company
does not now anticipate a significant liquidity deficiency.  It is
anticipated that the Company's current management and others will
fund the Company's operations, if required, by loans, forgiveness
of loans, and/or further contributions of capital.  The Company has
no present commitment that is likely to result in its liquidity
increasing or decreasing in any material way.  In addition, the
Company knows of no trend, additional demand, event or uncertainty
that will result in, or that are reasonably likely to result in,
the Company's liquidity increasing or decreasing in any material
way.

Capital Resources
-----------------

The Company has no material commitments for capital expenditures.
The Company knows of no material trends, favorable or unfavorable,
in the Registrant's capital resources.  The Company has no
outstanding credit lines or credit commitments in place and has no
current need for financial credit.

Results of Operations
---------------------

The Company has not had any material operations since 1991.  The
Company had no revenues for the fiscal year ended December 31,
2002.  During the fiscal year ended December 31, 2002, the Company
incurred expenses in the amount of $11,783 in connection with
maintaining the Company in its periodic reporting with the SEC, and
other miscellaneous expenses.  During 2002, the Company did not
engage in any meaningful operations.

The Registrant knows of no trends or uncertainties that had, or
that the Company reasonably expects will have, a materially
favorable or unfavorable impact on sales, revenues or income from
operations.  Other than expenses incurred in the preparation and
filing of its delinquent and current reports on Forms 10-KSB and
Forms 10-QSB and related expenses, the Registrant knows of no
events that caused a material change in the relationship between
its costs and revenues, and knows of no such cause for the future.



                             -8-

<PAGE>


The Company's income has been unaffected by inflation.  See
"Business".

ITEM 7.  FINANCIAL STATEMENTS
         --------------------

The financial statements required pursuant to this Item 7 are
included in this Form 10-KSB as a separate section commencing on
page F-1 and are hereby incorporated by reference into this Item 7.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE
          ------------------------------------------------

  No change or disagreement with accountants took place with
respect to the preparation of the Company's financial statements
for the two (2) most recent fiscal years contained in this report,
namely the fiscal years ended December 31, 2001 and 2002.
























                             -9-

<PAGE>


                             PART III


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT
          ------------------------------------------------------

The directors and executive officers of the Company as of the date
of this report are as follows:

<TABLE>
<CAPTION>

Name                     Age     Position
----                     ---     --------
<S>                      <C>     <C>

John P. Little           61      President and Director

Bert L. Gusrae           66      Vice President and Director

David A. Carter          52      Secretary/Treasurer and Director

</TABLE>

John P. Little joined the Company in 1991 as a director and has
served as President and as a director of the Company since 1992.
Mr. Little is also President of Southern Leasing Services, Inc.,
a private company engaged in equipment leasing with offices in
North Palm Beach, Florida.  He is also a director of Westmark Group
Holdings, Inc., a public company seeking a business combination.
From October, 1993 to December, 1997, Mr. Little was also Senior
Vice President of Trans-Ocean Investment Corporation, an advisor to
individuals and corporations with regard to investment
possibilities within Europe.  Mr. Little holds the Bachelors of
Business Administration degree from the University of Mississippi
with emphasis in banking, finance and accounting.  Mr. Little also
operates a consulting practice providing services to international
business investors requiring local contacts and banking practices
knowledge, principally in the Carribean basin.  In his consulting
practice, Mr. Little emphasizes the formation of international
business corporations, trusts and other business entities engaged
in international business and investments.

Bert L. Gusrae has been a Vice-President and a Director of the
Company since November 21, 1997.  Mr. Gusrae is an attorney, and
during the past five years, he has been Of Counsel to David A.
Carter, P.A., and Gusrae, Kaplan & Bruno, LLC.

David A. Carter has been Secretary/Treasurer and a Director of the
Company since November 21, 1997.  Mr. Carter has managed a legal
practice under the name David A. Carter, P.A. since October 1990.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers and directors, and persons
who own more than ten percent of a registered class of the
Company's equity securities (collectively the "Reporting Persons")



                             -10-

<PAGE>


to file reports and changes in ownership of such securities with
the Securities and Exchange Commission and the Company.  Based
solely upon a review of (i) Forms 3 and 4 and amendments thereto
furnished to the Company pursuant to Rule 16a-3(e), promulgated
under the Exchange Act, during the Company's fiscal year ended
December 31, 1999 and (ii) Forms 5 and any amendments thereto
and/or written representations furnished to the Company by any
Reporting Persons stating that such person was not required to file
a Form 5 during the Company's fiscal year ended December 31, 1998,
it has been determined that no Reporting Persons were delinquent
with respect to such person's reporting obligations set forth in
Section 16(a) of the Exchange Act.


ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

The following table sets forth summary compensation information
with respect to compensation paid by the Company to the Chief
Executive Officer of the Company ("CEO") and the Company's four
most highly compensated executive officers other than the CEO, who
were serving as executive officers during the Company's fiscal year
ended December 31, 2002.


<TABLE>
<CAPTION>
                       SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------
                             Annual Compensation                Long-Term Compensation
                          --------------------------------- ------------------------------
                                                                     Awards             Payments
Name of                                                     -------------------------   --------
Individual                                                  Restricted Securities
and Principal                            Other Annual             Underlying            LTIP      All Other
Position          Year    Salary     Bonus     Compensation   Awards     Options/SARs   Payouts   Compensation
--------------------------------------------------------------------------------------------------------------
<S>               <C>     <C>        <C>       <C>          <C>          <C>            <C>       <C>

John P, Little
  President       2002    $-0-       $-0-         $-0-         -0-            -0-         -0-          -0-

Bert L. Gusrae
  Vice President  2002    $-0-       $-0-         $-0-         -0-            -0-         -0-          -0-

David A. Carter
  Secretary/
  Treasurer       2002    $-0-       $-0-         $-0-         -0-            -0-         -0-          -0-

</TABLE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT
          ---------------------------------------------------

The following table sets forth, as of the date of this report,
certain information concerning beneficial ownership of the
Company's Common Stock by (i) each person known to the Company to
own 5% or more of the Company's outstanding Common Stock, (ii) all
directors of the Company and (iii) all directors and officers of
the Company as a group:



                             -11-

<PAGE>


<TABLE>
<CAPTION>
                            Shares
Name and Address            Beneficially             Percent of
of Beneficial Owner         Owned (1)                  Class
-------------------         ------------             ----------
<S>                         <C>                      <C>

David A. Carter               1,570,000                 15.7%
21218 St. Andrews Blvd.
#642
Boca Raton, Florida 33431

Bert L. Gusrae                1,570,000                 15.7%
21218 St. Andrews Blvd.
#642
Boca Raton, Florida 33431

Alicia M. LaSala                750,000                  7.5%
6674 Serena Lane
Boca Raton, Florida 33433

Leonard Marshall                820,000                  8.2%
21756 Marigot Drive
Boca Raton, Florida 33436

Eugene M. Kennedy               660,000                  6.0%
517 S.W. 1st Avenue
Ft. Lauderdale, FL 33301

MIV, Inc.(2)(3)                 550,000                  5.5%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403

Austral Financial
Services, Inc.(2)(3)            400,310                  5.0%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403

Alfred Schiffrin                520,000                 5.2%
6760 S. Grande Drive
Boca Raton, FL 33433

Clearlake Properties, Inc.(4)   650,000                 6.5%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403

All Directors and Executive
 Officers as a Group
 (3 persons)                  4,090,310                 40.9%
________________________

</TABLE>

(1)  As used herein, the term beneficial ownership with respect to
     a security is defined by Rule 13d-3 under the Securities
     Exchange Act of 1934 as consisting of sole or shared voting
     power (including the power to vote or direct the vote) and/or
     sole or shared investment power (including the power to



                             -12-

<PAGE>


     dispose or direct the disposition of) with respect to the
     security through any contract, arrangement, understanding,
     relationship or otherwise, including a right to acquire such
     power(s) during the next 60 days.  Unless otherwise noted,
     beneficial ownership consists of sole ownership, voting and
     investment rights.

(2)  Carole A. Little is the beneficial owner of 100% of the issued
     and outstanding securities of MIV, Inc.  The Registrant's
     President and director, John P. Little claims beneficial
     ownership of all of MIV, Inc.'s Common Stock.   The MIV, Inc.
     Tele-Optic shares should be deemed controlled by and
     attributed to Mr. Little.  The Registrant's President and
     director, John P. Little, is the beneficial owner of 100% of
     the issued and outstanding securities of Austral Financial
     Services, Inc.  The Austral Financial Services, Inc. Tele-
     Optic shares should be deemed controlled by, and attributed
     to, Mr. Little.  Mr. Little should be deemed to be in control
     of 19% of the Registrant's voting stock.

(3)  Carole A. Little and John P. Little are husband and wife.

(4)  Clearlake Properties, Inc. is controlled by Gregory D. Little,
     John and Carole Little's son.  John and Carole Little disclaim
     any beneficial ownership of these shares.
______________________


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

Not applicable.






                             -13-

<PAGE>


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K
          ------------------------------------------------------

(a)(3)    The following Exhibits are incorporated as part of this
          report

    3.1   Certificate of Incorporation[1]
    3.2   By-laws[1]
    3.3   Form of certificate evidencing shares of
          Common Stock[1]

________________

  [1]     Filed as an exhibit to the Company's Registration
          Statement on Form S-18 (File No: 33-13609-A) and
          incorporated herein by reference.

(b)  Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the
     quarter ended December 31, 2002.


ITEM 14. CONTROL AND PROCEDURES
         ----------------------

     (a)  Evaluation of Disclosure Controls and Procedures.
          -------------------------------------------------

     Within the 90 days prior to the date of this report, Tele-
Optics, Inc. ("the Company") carried out an evaluation, under the
supervision and with the participation of the Company's management,
including the Company's President and Secretary/Treasury, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14.  Based upon that evaluation, the President and
Secretary/Treasurer concluded that the Company's disclosure
controls and procedures are effective in timely alerting the
Company to material information required to be included in the
Company's periodic SEC filings relating to the Company (including
its consolidated subsidiaries).

     (b)  Changes in Internal Controls
          ----------------------------

     There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these
internal controls subsequent to the date of our most recent
evaluation.












                             -14-

<PAGE>

                            SIGNATURES


In accordance with the requirements of Section 13 and 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                              TELE-OPTICS, INC.



Dated: March 12, 2003          By: /s/John P. Little
                                  -----------------------------
                                  John P. Little, President
                                  and Director


In accordance with the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates
indicated.

Signature                   Capacity              Date
---------                   --------              ----

/s/John P. Little
-----------------------     President             March 12, 2003
John P. Little              and Director



/s/Bert L. Gusrae
-----------------------     Vice President        March 12, 2003
Bert L. Gusrae              and Director



/s/David A. Carter
-----------------------     Secretary/Treasurer   March 12, 2003
David A. Carter             and Director





                             -15-

<PAGE>


           CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
               PURSUANT TO 18 U.S.C. SECTION 1350

     In connection with the accompanying Annual Report on Form 10-
KSB of Tele-Optics, Inc. for the period ended December 31, 2002,
John Little, President, and David A. Carter, Secretary and
Treasurer of Tele-Optics, Inc.  hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of our knowledge and
belief, that:

     1.   Such Annual Report on Form 10-KSB for the period ended
          December 31, 2002, fully complies with the requirements
          of section 13(a) or 15(d) of the Securities Exchange Act
          of 1934; and

     2.   The information contained in such Annual Report on Form
          10-KSB for the period ended December 31, 2002, fairly
          presents, in all material respects, the financial
          condition and results of operations of Tele-Optics, Inc.

                              TELE-OPTICS, INC.


Dated: March 12, 2003         By:/s/John Little
                                 -----------------------------
                                 John Little, President


Dated: March 12, 2003         By:/s/David A. Carter
                                 -----------------------------
                                 David A. Carter,
                                   Secretary/Treasurer






                             -16-

<PAGE>


                        CERTIFICATIONS

     I, John Little, President of Tele-Optics, Inc., hereby certify
that:

1.   I have reviewed this Annual Report on Form 10-KSB of Tele-
     Optics, Inc.;

2.   Based on my knowledge, this Annual 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 this
     Annual Report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this Annual Report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the registrant as of,
     and for, the periods presented in this Annual Report;

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-
     14 and 15d-14) for the registrant and I have:

     (a)  designed such disclosure controls and procedures to
          ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is
          made known to me by others within those entities,
          particularly during the period in which this Annual
          Report is being prepared;

     (b)  evaluated the effectiveness of the registrant's
          disclosure controls and procedures as of a date within 90
          days prior to the filing date of this Annual Report (the
          "Evaluation Date"); and

     (c)  presented in this Annual Report my conclusions about the
          effectiveness of the disclosure controls and procedures
          based on my evaluation as of the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the
     registrant's auditors and to the audit committee of
     registrant's board of directors (or persons performing the
     equivalent function):

     (a)  all significant deficiencies in the design or operation
          of internal controls which could adversely affect the
          registrant's ability to record, process, summarize and
          report financial data and have identified for the
          registrant's auditors any material weaknesses in internal
          controls; and



                             -17-

<PAGE>



     (b)  any fraud, whether or not material, that involves
          management or other employees who have a significant role
          in the registrant's internal controls; and

6.   I have indicated in this Annual 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 my most recent evaluation, including
     any corrective actions with regard to significant deficiencies
     and material weaknesses.


                                   /s/John Little
Date: March 12, 2003               -------------------------
                                   John Little, President










                             -18-

<PAGE>


                         CERTIFICATIONS
                         --------------

     I, David A. Carter, Secretary/Treasurer of Tele-Optics, Inc.,
hereby certify that:

1.   I have reviewed this Annual Report on Form 10-KSB of Tele-
     Optics, Inc.;

2.   Based on my knowledge, this Annual 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 this
     Annual Report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this Annual Report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the registrant as of,
     and for, the periods presented in this Annual Report;

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-
     14 and 15d-14) for the registrant and I have:

     (a)  designed such disclosure controls and procedures to
          ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is
          made known to me by others within those entities,
          particularly during the period in which this Annual
          Report is being prepared;

     (b)  evaluated the effectiveness of the registrant's
          disclosure controls and procedures as of a date within 90
          days prior to the filing date of this Annual Report (the
          "Evaluation Date"); and

     (c)  presented in this Annual Report my conclusions about the
          effectiveness of the disclosure controls and procedures
          based on my evaluation as of the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the
     registrant's auditors and to the audit committee of
     registrant's board of directors (or persons performing the
     equivalent function):

     (a)  all significant deficiencies in the design or operation
          of internal controls which could adversely affect the
          registrant's ability to record, process, summarize and
          report financial data and have identified for the
          registrant's auditors any material weaknesses in internal
          controls; and



                             -19-

<PAGE>


     (b)  any fraud, whether or not material, that involves
          management or other employees who have a significant role
          in the registrant's internal controls; and

7.   I have indicated in this Annual 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 my most recent evaluation, including
     any corrective actions with regard to significant deficiencies
     and material weaknesses.


                                   /s/David A. Carter
Date: March 13, 2003               ------------------------------
                                   David A. Carter
                                   Secretary/Treasurer











                             -20-

<PAGE>













                     SEC FILE NO. 0-161470



               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                _______________________________

                            EXHIBITS

                               TO

                          FORM 10-KSB

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                _______________________________

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                               OF

                       TELE-OPTICS, INC.



<PAGE>



                  INDEX TO FINANCIAL STATEMENTS




Independent Auditors' Report...........................F-2

Balance Sheet..........................................F-3

Statements of Operations...............................F-4

Statements of Stockholders' Equity (Deficit)...........F-5

Statements of Cash Flows...............................F-6

Notes to Financial Statements..........................F-7




















                               F-1


<PAGE>


                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Tele-Optics, Inc.
(A Development Stage Enterprise)
Boca Raton, Florida

We have audited the accompanying balance sheet of Tele-Optics, Inc. (a
development stage enterprise) as of December 31, 2002 and the related
statements of operations, changes in stockholders' equity (deficit) and
cash flows for the years ended December 31, 2002 and 2001.  These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audits 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. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of Tele-Optics,
Inc. (a development stage enterprise) as of December 31, 2002, and the
results of its operations and its cash flows for the years ended
December 31, 2002 and 2001 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Notes 1
and 5 to the financial statements, the Company is in the development
stage and will require a significant amount of capital to commence its
planned principal operations and proceed with its business plan.  As of
the date of these financial statements, an insignificant amount of
capital has been raised, and as such there is no assurance that the
Company will be successful in its efforts to raise the necessary capital
to commence its planned principal operations and/or implement its
business plan. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to
this matter are described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

                               /s/  Grassano Accounting, P.A.

Boca Raton, Florida
February 4, 2003




                                  F-2

<PAGE>


                           TELE-OPTICS, INC.
                   (A Development Stage Enterprise)
                             BALANCE SHEET
                           DECEMBER 31, 2002



                                ASSETS
                                ------

                                                              December 31,
                                                                  2002
                                                              ------------
CURRENT ASSETS:
     Cash                                                      $        89
                                                               -----------
       Total Current Assets                                             89
                                                               -----------

        TOTAL ASSETS                                           $        89
                                                               ===========


            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            ----------------------------------------------

CURRENT LIABILITIES:
  Accounts payable                                             $       408
  Deposit on stock purchase                                          2,000
                                                               -----------

       TOTAL CURRENT LIABILITIES                                     2,408
                                                               -----------


SHAREHOLDERS' EQUITY (DEFICIT):
     Common stock,$.001 par value;
       100,000,000 shares authorized;
        9,855,000 shares issued and
        outstanding at December 31, 2002                             9,855
     Additional paid-in capital                                  1,773,749
     Deficit accumulated during development stage                  (78,714)
     Accumulated deficit from operations                        (1,707,209)
                                                               -----------

        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                        (2,319)
                                                               -----------
        TOTAL LIABILITIES AND
           STOCKHOLDER'S EQUITY (DEFICIT)                      $        89
                                                               ===========





   The accompanying notes to financial statements are an integral
              part of this financial statement.





                                  F-3

<PAGE>

                             TELE-OPTICS, INC.
                     (A Development Stage Enterprise)
                         STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>

                                                          January 1, 1999
                                                          (Inception) to
                            December 31,  December 31,      December 31,
                                2002          2001              2002
                            ------------  ------------    ---------------
<S>                         <C>           <C>             <C>
REVENUES                    $        -     $       -        $         -


ADMINISTRATIVE EXPENSES         11,783         11,701             79,034
                            ----------     ----------         ----------

INCOME (LOSS) FROM
 OPERATIONS                    (11,783)       (11,701)           (79,034)

FORGIVENESS OF DEBT INCOME         320           -                   320
                            ----------     ----------         ----------

NET INCOME (LOSS)           $  (11,483)    $  (11,701)        $  (78,714)
                            ==========     ==========         ==========


BASIC NET LOSS PER
 COMMON SHARE               $      -       $      -           $     (.01)
                            ==========     ==========         ==========


BASIC WEIGHTED AVERAGE
 COMMON SHARES OUTSTANDING   9,076,712      7,794,521          7,264,735
                            ==========     ==========         ==========
</TABLE>
















    The accompanying notes to financial statements are an integral part
                       of this financial statement.




                                    F-4

<PAGE>

                              TELE-OPTICS, INC.
                      (A Development Stage Enterprise)
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                    YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                 Common Stock                         Deficit     Accumulated
                                $.001 par Value                     Accumulated     Deficit
                                Authorized Value         Addt'l       During         From
                               100,000,000 Shares        Paid-In    Development      Prior
                               Shares      Amount        Capital       Stage       Operating      Total
                              ---------   -------      ----------   -----------   -----------   --------
<S>                           <C>         <C>          <C>          <C>           <C>           <C>

Balance - December 31, 2000   7,500,000   $ 7,500      $1,755,454   $   (55,550)  $ 1,707,209   $    195

Issuance of common stock
 for cash                       500,000       500           9,500           -             -       10,000

Net income (loss)                   -         -               -         (11,701)          -      (11,701)
                              ---------   -------      ----------   -----------   -----------   --------

Balance - December 31, 2001   8,000,000   $ 8,000      $1,764,954   $   (67,251)  $(1,707,209)  $ (1,506)

Issuance of common stock
as compensation to
officers and others             850,000       850             -             -             -          850

Issuance of common stock
to investment bankers           275,000       275            (275)          -             -          -

Issuance of common stock
in exchange for
shareholders' notes             480,000       480           4,320           -             -        4,800

Issuance of common stock
for $3,000                      150,000       150           2,850           -             -        3,000

Issuance of common stock
for $2,000                      100,000       100           1,900           -             -        2,000

Net income (loss)                   -         -               -         (11,463)          -      (11,463)
                              ---------   -------      ----------   -----------   -----------   --------

Balance - December 31, 2002   9,855,000   $ 9,855      $1,773,749   $   (78,714)  $(1,707,209)  $ (2,319)
                              =========   =======      ==========   ===========   ===========   ========
</TABLE>


     The accompanying notes to financial statements are an integral
                       part of this financial statement.

                                     F-5


<PAGE>

                               TELE-OPTICS, INC.
                      (A Development Stage Enterprise)
                         STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                 January 1, 1999
                                  December 31,   December 31,    (Inception ) to
                                     2002            2001       December 31, 2002
                                  ------------   ------------   -----------------
<S>                               <C>            <C>            <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss)                      $  (11,463)    $  (11,701)        $  (78,714)
  Adjustments to reconcile net
   (loss) to net cash used in
    operating activities:
      Stock issued for services          850           -                 8,450
      Increase (decrease) in
       accounts payable                  408           (740)               408
      Increase (decrease) in
       accrued interest payable         (320)           320               -
                                  ----------     ----------         ----------
  Net cash used in
    operating activities             (10,525)       (12,121)           (69,856)
                                  ----------     ----------         ----------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Proceeds from loans
   from stockholders                    -             4,800              4,800
  Deposit on stock purchase            2,000           -                 2,000
  Proceeds from sale of
    common stock                       5,000         10,000             35,000
                                  ----------     ----------         ----------
  Net cash provided by
   financing activities                7,000         14,800             41,800
                                  ----------     ----------         ----------

Net Increase (Decrease) in cash       (3,525)         2,679            (28,056)

CASH - BEGINNING OF PERIOD             3,614            935             28,145
                                  ----------     ----------         ----------

CASH - END OF PERIOD              $       89     $    3,614         $       89
                                  ==========     ==========         ==========
</TABLE>



SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS

During March 2002, the Board of Directors resolved to issue 850,000
shares of common stock as compensation for services rendered by various
officers and others to the Company.  The stock was issued on March 28,
2002 and was valued at $.001 per share.

On June 4, 2002, the Company entered into an agreement with an investment
banker for future services in exchange for 275,000 shares of the Company's
common stock.  These shares of stock were issued on July 10, 2002 and were
priced at $.001 per share.

On July 19, 2002, the Company issued 480,000 shares of common stock to
payoff the $4,800 in stockholders' notes payable.  The accrued interest of
$320 was forgiven.

The accompanying notes to financial statements are an integral part of this
financial statement.




                                 F-6

<PAGE>

                            TELE-OPTICS, INC.
                     (A Development Stage Enterprise)
                      NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 2002


NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          ------------------------------------------

          Organization and Business Operations -  Tele-Optics, Inc.
          (the "Company") was incorporated in the state of Delaware
          on December 31, 1986.  In 1987, the Company issued shares
          of its common stock pursuant to a public offering.  The
          Company was engaged in the manufacture of optical
          products until 1991 when all assets and operations were
          sold.

          The Company was inactive from 1992 through 1998.  Since
          1999, the Company has devoted its activities to raising
          capital, becoming current on all previously delinquent
          regulatory reporting obligations, and seeking to effect
          a merger or acquisition with a company that management
          believes to have significant growth potential.
          Accordingly, the Company is classified as a Development
          Stage Enterprise, effective January 1, 1999.

          Use of Estimates - The preparation of the financial
          statements in conformity with generally accepted
          accounting principles requires management to make
          estimates and assumptions that affect the reported
          amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the
          financial statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results
          could differ from those estimates.

          Fair Value of Financial Instruments - Financial
          instruments, including cash, receivables, accounts
          payable, and notes payable are carried at amounts which
          reasonably approximate their fair value due to the short-
          term nature of these amounts or due to variable rates of
          interest which are consistent with market rates. At
          present, the Company does not have any receivables,
          accounts payable or notes payable.

          Earnings (Loss) Per Share - The Company presents "basic"
          earnings (loss) per share and, if applicable, "diluted"
          earnings per share pursuant to the provisions of
          Statement of Financial Accounting Standards No. 128,
          Earnings per Share ("SFAS 128").  Basic earnings (loss)
          per share is calculated by dividing net income or loss by
          the weighted average number of shares outstanding during
          each period.  The calculation of diluted earnings (loss)
          per share is the same as the basic earnings (loss) per
          share.



                               F-7

<PAGE>

                            TELE-OPTICS, INC.
                     (A Development Stage Enterprise)
                      NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 2002


NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
          ------------------------------------------

          Comprehensive Income - Statement of Financial Accounting
          Standards No. 130 "Reporting Comprehensive Income," (SFAS
          130), requires that total comprehensive income be
          reported in the financial statements.  There were no
          components of comprehensive income; consequently, no
          separate statement of comprehensive income has been
          presented.

          Recent Accounting Pronouncements - In June 2001, the
          Financial Accounting Standards Board ("FASB") issued
          Statement of Financial Accounting Standards ("SFAS") No.
          141 "Business Combinations" and No. 142 "Goodwill and
          Other Intangible Assets."  SFAS No. 141 requires all
          business combinations initiated after June 30, 2001 to be
          accounted for under the purchase method.  For all
          business combinations for which the date of acquisition
          is after June 30, 2001, SFAS No. 141 also established
          specific criteria for the recognition of intangible
          assets separately from goodwill and requires unallocated
          negative goodwill to be written off immediately as an
          extraordinary gain, rather than deferred and amortized.
          SFAS No. 142 changes the accounting for goodwill and
          other intangible assets after an acquisition.  The most
          significant changes made by SFAS No. 142 are:  (1)
          goodwill and intangible assets with indefinite lives will
          no longer be amortized; (2) goodwill and intangible
          assets with indefinite lives must be tested for
          impairment at lease annually; and (3) the amortization
          period for intangible assets with finite lives will no
          longer be limited to forty years.  At this time, the
          Company does not believe that the adoption of either of
          these statements will have a material effect on its
          financial position, results of operations, or cash flows.

          In June 2001, the FASB issued SFAS No. 143 "Accounting
          for Asset Retirement Obligations."  SFAS No. 143
          establishes accounting requirements for retirement
          obligations associated with tangible long-lived assets,
          including (1) the timing of the liability recognition,
          (2) initial measurement of the liability, (3) allocation
          of asset retirement cost to expense, (4) subsequent
          measurement of the liability and (5) financial statement
          disclosures.  SFAS No. 143 requires that an asset
          retirement cost should be capitalized as part of the cost
          of the related long-lived asset and subsequently
          allocated to expense using a systematic and rational
          method.  The adoption of SFAS No. 143 is not expected to



                                 F-8


<PAGE>

                            TELE-OPTICS, INC.
                     (A Development Stage Enterprise)
                      NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 2002

NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
          ------------------------------------------

          have a material effect on the Company's financial
          position, results of operations, or cash flows.  In
          August 2001, the FASB also approved SFAS No. 144,
          "Accounting for the Impairment or Disposal of Long-Lived
          Assets."  SFAS No. 144 replaced SFAS No. 121.  The new
          accounting model for long-lived assets to be disposed of
          by sale applies to all long-lived assets, including
          discontinued operations, and replaces the provisions of
          Accounting Principles Board (APB) Opinion No. 30,
          "Reporting Results of Operations   Reporting the Effects
          of Disposal of A segment of a Business," for the disposal
          of segments of a business.  SFAS No. 144 requires that
          those long-lived assets be measured at the lower of
          carrying amount or fair value less cost to sell, whether
          reported in continuing operations or in discontinued
          operations.  Therefore, discontinued operations will no
          longer be measured at net realizable value or include
          amounts for operating losses that have not yet occurred.
          SFAS No. 144 also broadens the reporting of discontinued
          operations to include all components of an entity with
          operations that can be distinguished from the rest of the
          entity and that will be eliminated from the ongoing
          operations of the entity in a disposal transaction.  The
          provisions of SFAS No. 144 are effective for financial
          statements issued for fiscal years beginning after
          December 15, 2001 and, generally, are to be applied
          prospectively.  At this time, the Company does not
          believe that the adoption of SFAS No. 144 will have a
          material effect on its financial position, results of
          operations, or cash flows.


NOTE 2    COMMON STOCK TRANSACTIONS
          -------------------------

          On May 30, 2001, the Company sold 500,000 shares of
          common stock for $.02 per share.

          During March 2002, the Board of Directors resolved to
          issue 850,000 shares of common stock as compensation for
          services rendered by various officers and others to the
          Company.  The stock was issued on March 28, 2002 and was
          valued at $.001 per share.

          On June 4, the Company entered in to an agreement with an
          investment banker for future services in exchange for
          275,000 shares of the Company's common stock.  These
          shares of stock were issued on July 10, 2002 and were
          priced at $.001 per share.



                                 F-9


<PAGE>

                            TELE-OPTICS, INC.
                     (A Development Stage Enterprise)
                      NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 2002

NOTE 2    COMMON STOCK TRANSACTIONS (Cont'd)
          -------------------------

          On July 19, 2002, the Company issued 480,000 shares of
          common stock to payoff the $4,800 in stockholders' notes
          payable.  The accrued interest of $320 was forgiven.  On
          the same date, the Company sold 150,000 share of common
          stock at $.02 per share.


NOTE 3    NOTES PAYABLE-STOCKHOLDERS
          --------------------------

          On March 1, 2001, four stockholders each lent the Company
          $1,200, evidenced by unsecured promissory notes bearing
          an interest rate of 8% and due on September 1, 2001.  The
          notes were subsequently extended to be due on December
          31, 2002.  Interest of $320 was accrued on the notes as
          of December 31, 2001.

          On July 19, 2002, the Company issued 480,000 shares of
          common stock to payoff these notes.  (See Note 2.)


NOTE 4    INCOME TAXES
          ------------

          Deferred taxes relating to the tax benefit the Company's
          net operating loss was offset by a valuation allowance
          due to the uncertainty of profitable operations in the
          future.  Also, as a result of the Company's change of
          control, the net operating losses which can be utilized
          each year will be limited under the provisions of
          Sections 382 and 383 of the Internal Revenue Code of
          1986, as amended.

          The Company's net operating loss carryforward of
          approximately $1,680,000, which expires from the year
          2006 through 2017, may be carried forward for tax
          purposes, to offset taxable income.


NOTE 5    GOING CONCERN
          -------------

          The Company has sustained recurring operating losses and
          has minimal assets.  These factors raise substantial
          doubt as to the Company's ability to continue as a going
          concern.  Management's plans regarding this uncertainty
          is to raise additional working capital and to seek
          potential merger candidates.






                               F-10


<PAGE>