<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002

Commission file Number 0-29525

                           LOMBARDIA ACQUISITION CORP.
                 (Name of Small Business Issuer in its charter)

        Delaware                                             33-0889197
        --------                                             ----------
(State of incorporation)                              (I.R.S. Employer Id. No.)

         707 Westchester Avenue, Suite 213, White Plains, New York 10604
         ---------------------------------------------------------------
                    (Address or principal executive offices)

Issuer's telephone number (914) 949-5500

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

                          Common Stock, $.001 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 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 disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not 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. [ X ]

The registrant's revenues for its most recent fiscal year were $ 0.

As of March 17, 2003, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $ 0, and the number of shares
outstanding of the registrant's only class of common stock, $.001 par value per
share, was 20,000,000.


<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Lombardia Acquisition Corp., a Delaware corporation (the "Company"), was
incorporated as a blank check company on April 21, 1997. To date, the Company
has not engaged in business and has had no revenues or significant assets. The
Company was formed to attempt to acquire an equity interest in or assets of an
operating business to be thereafter operated by the Company or a subsidiary of
the Company, and then listing its securities on an electronic stock exchange.

Change in Control

On February 24, 2003, Charles S. Brofman, James D. Burchetta and Michael S.
Harris (collectively, the "Principal Stockholders") purchased 22,500,000
newly-issued shares of the Company's common stock, representing 84.6% of the
Company's then outstanding common shares. Pursuant to a Stock Purchase Agreement
dated February 20, 2003 and effective January 13, 2003, between the Company and
each of the Principal Stockholders, the Company received an aggregate cash
payment of $22,500 in consideration for the sale of such shares to the Principal
Stockholders.

On February 24, 2003, in accordance with the Company's by-laws for filling
newly-created board vacancies, Danilo Cacciamatta, the sole existing director,
appointed Messrs. Brofman, Burchetta, Harris and Lawrence Dwyer to the board of
directors of the Company. Also on February 24, 2003, Mr. Burchetta was named
Co-Chairman of the Board, President and Chief Executive Officer, Mr. Brofman was
named non-executive Co-Chairman of the Board, and Mr. Harris was named Executive
Vice President and General Counsel. The appointment of Messrs. Brofman, Harris
and Dwyer will take effect only upon compliance by the Company with the
provisions of Section 14(f) of the Securities Exchange Act of 1934 and Rule
14f-1 promulgated thereunder. Mr. Cacciamatta resigned his position as Chief
Executive Officer and continues to serve as the Company's Chief Financial
Officer.

Following the foregoing management changes, the Company's Board of Directors
intends to propose, subject to necessary stockholder approval, changing the
Company's name and amending the Company's Certificate of Incorporation to
increase the number of authorized common shares from 20,000,000 to 50,000,000.

GENERAL

The Company was organized in April 1997 for the purpose of acquiring an interest
in a suitable operating business and then listing its securities on an
electronic stock exchange. As of December 31, 2002, the Company had no assets,
revenues or operations. The Company and companies of this sort are commonly
referred to as "blank check companies" or "public shell corporations" and the
transactions through which public shell corporations acquire an interest in a
suitable operating business are commonly referred to as "shell reorganizations".

In selecting a suitable business opportunity, management of the Company intends
to focus on the potential for future profits and strength of current operating
management of the business opportunity. Management believes that the greatest
potential lies in technology and goods or products-related industries, rather
than principally service industries. Nevertheless, this shall not preclude any
other category of business or industry to be investigated and evaluated by the
Company as opportunities arise.

The Company will conduct its own investigation to identify a business it can
acquire. After selecting a potential acquisition candidate, management may
prepare a business plan using its general experience and business acumen, or
hire consultants to prepare analyses of the business' capital, production,
marketing, labor and other related requirements. To date, management has
conducted no investigations of any business or company nor has it met with
representatives of any company or business. There can be no assurance that
management of the Company will ever be able to locate a suitable business
opportunity interested in reorganizing with the Company or that management has
the requisite experience to recognize and understand a business operation that
would benefit the Company. In the event that management is able to locate what
it considers to be a suitable business opportunity, there can be no assurance
that such business will be successful.

INVESTORS IN THE COMPANY ARE CAUTIONED AND SHOULD BE AWARE THAT MANAGEMENT OF
THE COMPANY, ACTING IN COMPLIANCE WITH THE BYLAWS OF THE COMPANY AND DELAWARE
GENERAL CORPORATION LAW, INTENDS TO STRUCTURE ANY REORGANIZATION WITH AN
OPERATING BUSINESS IN A MANNER THAT WILL ALLOW THE BOARD OF DIRECTORS OF THE
COMPANY TO APPROVE THE SELECTION OF THE OPERATING BUSINESS AND ALL OF THE TERMS
OF THE REORGANIZATION, INCLUDING THE APPOINTMENT OF THE SUCCESSOR OFFICERS AND
DIRECTORS, WITHOUT THE NEED OR REQUEST FOR SHAREHOLDER APPROVAL. SEE "RISK
FACTORS," BELOW.


                                       1
<PAGE>

         The founders of the Company have also founded another blank check
company with the same management. To the extent that future events cause the
ownership between the two blank check companies to materially vary, by way of
new issuances or transfers of outstanding shares, conflicts of interests may
develop between management's stewardship of the two companies. In particular,
conflicts may develop in connection with management's choice of which blank
check company to direct a particular merger candidate to.

         Management intends to minimize the potential for conflicts of interests
by neither issuing new shares nor promoting a market for the outstanding shares
until such time as the Company has acquired an operating business. In this
regard, management does not expect that a market for the common shares of the
Company will develop until such time as the Company acquires an operating
business.

         HOWEVER, OTHER THAN THE FOREGOING, MANAGEMENT HAS NO PLANS OR
PROCEDURES IN PLACE TO DEAL WITH THE POTENTIAL CONFLICTS OF INTEREST THAT MAY
ARISE IN REGARDS TO MANAGEMENT'S CHOICE OF WHICH BLANK CHECK COMPANY TO DIRECT A
PARTICULAR MERGER CANDIDATE TO. THOSE PARTIES WHO ARE CONSIDERING AN INVESTMENT
IN THE COMPANY PRIOR TO THE COMPANY'S ACQUISITION OF AN OPERATING BUSINESS ARE
CAUTIONED TO CONSIDER THE PROSPECT THAT MANAGEMENT MAY DECIDE TO DIRECT MERGER
CANDIDATES TO THE OTHER BLANK CHECK COMPANY AND THAT IT MAY TAKE A SIGNIFICANT
AMOUNT OF TIME BEFORE MANAGEMENT DIRECTS A MERGER CANDIDATE TO THE COMPANY.

         As of December 31, 2002, the Company had no agreements, understandings,
or arrangements concerning its acquisition or potential acquisition of a
specific business opportunity. The Company is subject to the periodic reporting
requirements of Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). These requirements will oblige the Company to file with the
Commission specified information regarding companies with which the Company may
merge or reorganize, including audited financial statements for any acquired
companies covering one or two years depending on the relative size of the
acquisition. The financial statement requirements imposed by the Exchange Act
will necessarily limit the Company's pool of candidates with which it may merge
or reorganize to those entities with the proper audited financial statements.

         There is no assurance that management can find a suitable prospect or
that it has the requisite experience to recognize and understand a business
operation that would benefit the Company.

COMPETITION

         Numerous large, well-financed operating companies with large cash
reserves are engaged in the acquisition of companies and businesses. In
addition, the Company will compete with numerous companies identical to the
Company in that they are blank check companies with a class of stock registered
with the SEC. The Company has no way to distinguish itself from these other
blank check companies. The Company expects competition to be intense for
available target businesses.

EMPLOYEES

         The Company has three employees at the present time.

THE INVESTMENT COMPANY ACT OF 1940

         The Company's business plan may involve changes in its capital
structure, management, control and business. These activities may be regulated
by the Investment Company Act of 1940 ("Investment Act"). The Company will
attempt to avoid this regulatory jurisdiction to preclude costly and restrictive
registration and other provisions of the Investment Act.

         The Investment Act excludes from the effects of the Act entities which
have not conducted a public offering and which do not have in excess of 99
shareholders. The Company believes that it presently complies with this
exclusion and that it will continue to do so. The Company intends to operate in
a manner which will maintain its exclusion from the "investment company"
category.

                                       2
<PAGE>

RISK FACTORS

         AN INVESTMENT IN THE SECURITIES OF THE COMPANY PRESENTS CERTAIN
MATERIAL RISKS TO INVESTORS. ANY INVESTOR IN THE COMPANY IS ENCOURAGED TO
CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE PURCHASING THE SECURITIES OF THE
COMPANY.

         1. SHELL CORPORATION. This type of company is commonly called a "shell"
corporation because the company does not have any assets or operations and has
been formed for the specific purpose of acquiring all or substantially all of
the ownership of an existing business. These transactions are consummated by
issuing or transferring large blocks of the Company's equity shares to the
principals of the business that is acquired. Any such issuance will involve
significant dilution in the equity interest in the Company held by the
pre-reorganization shareholders of the Company with the result that the
pre-reorganization shareholders of the Company will have a substantially lower
aggregate interest in the outstanding shares of the Company after giving effect
to the reorganization. See, "Description of Business."

         Prospective investors should be aware that privately-held companies
often times merge or reorganize with a public shell as a means of "going-public"
without having to incur the time, expense and disclosure obligations normally
associated with the going-public process. Unlike an investment in an operating
business, in the event the Company merges with a privately-held company,
investors prior to the disclosure of the merger candidate will not have had the
benefit of receiving disclosure of such company's operations and financial
condition prior to making their investment. See, "Description of Business."

         Prospective investors should also be aware that management of the
Company, acting in compliance with the Bylaws of the Company and Delaware
General Corporation Law, intends to structure any reorganization with an
operating business in a manner that will allow the Board of Directors of the
Company to approve the selection of the operating business and all of the terms
of the reorganization, including the appointment of the successor officers and
directors, without the need or request for shareholder approval. See,
"Description of Business."

         2. RISK OF PROPOSED NEW BUSINESS; LACK OF ASSETS, REVENUES OR
OPERATIONS. The Company has no assets, revenues or operations. The Company was
originally capitalized with $500 in April 1997 and since then management of the
Company (who also are the controlling shareholders of the Company) have
contributed an additional $5,242 to the capital of the Company. Management
expects that the Company's working capital requirements will be nominal and will
be satisfied through additional capital contributions by management as required.
However, management is under no obligation to continue to make capital
contributions to the Company. Should management fail to make additional capital
contributions as required, the Company may not be able to conduct an acquisition
of an operating company. The report of the Company's independent auditors on the
Company's 2002 financial statements includes a qualification regarding the
Company's ability to continue as a going concern. In its report, the Company's
independent auditors state that the Company needs an additional capital infusion
in order to fund current expenditures, acquire business opportunities and
achieve profitable operations, and that such factors raise substantial doubt
about the Company's ability to continue as a going concern.

         3. CONFLICTS OF INTEREST. The founders of the Company have also founded
another blank check company with the same management. To the extent that future
events cause the ownership of the four blank check companies to materially vary,
by way of new issuances or transfers of outstanding shares, conflicts of
interests may develop between management's stewardship of the four companies. In
particular, conflicts may develop in connection with management's choice of
which blank check company to direct a particular merger candidate to.

         Management has no plans or procedures in place to deal with the
potential conflicts of interest that may arise in regards to management's choice
of which blank check company to direct a particular merger candidate to. Those
parties who are considering an investment in the Company prior to the Company's
acquisition of an operating business are cautioned to consider the prospect that
management may decide to direct merger candidates to any one of the other three
blank check companies and that it may take a significant amount of time before
management directs a merger candidate to the Company.

         4. RELIANCE ON MANAGEMENT. The Company is dependent on its officers'
and directors' personal abilities to evaluate business opportunities that may be
presented in the future. Since management has not identified a proposed business
or industry in which it will search for an acquisition target, it is unlikely
that management will have any prior experience in the technical aspects of the
industry or the business within that industry which may be acquired. See,
"Description of Business" and "Management."

                                       3
<PAGE>

         5. PREFERRED STOCK. The Company is authorized to issued 10,000,000
shares of $.001 par value preferred stock ("Preferred Stock"). The Preferred
Stock may be issued from time to time in one or more series. And, the Board of
Directors, without action by the holders of the Common Stock, may fix or alter
the voting rights, redemption provision, (including sinking fund provisions),
dividend rights, dividend rates, liquidation preferences, conversion rights and
any other rights preferences, privileges and restrictions of any wholly unissued
series of Preferred Stock. The Board of Directors, without stockholder approval,
can issue shares of Preferred Stock with rights that could adversely affect the
rights of the holders of Common Stock. No shares of Preferred Stock are
outstanding, and the Company has no present plans to issue any such shares. The
issuance of shares of Preferred Stock could adversely affect the voting power
and other rights of the holders of Common Stock and could have the effect of
delaying, deferring or preventing a change in control of the Company or other
corporate actions.


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's offices are currently located at 707 Westchester Avenue,
Suite 213, White Plains, New York 10604, within a suite of offices leased from
an organization headed by Lawrence Dwyer, a director nominee of the Company. The
Company leases this space for $3,000 a month on a month to month basis.


ITEM 3.  LEGAL PROCEEDINGS.

         None


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

         None.


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

         As of March 24, 2003, there was no public market for the securities of
the Company.

         As of March 24, 2003, there were 47 record holders of the Company's
Common Stock.

         The Company has not paid any cash dividends since its inception and
does not contemplate paying dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business.

         The Company has no equity compensation plans.


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

         The Company was organized in April 1997 for the purpose of acquiring an
interest in a suitable operating business and then listing its securities on an
electronic stock exchange. The Company has not yet engaged in business and has
had no revenues. As of December 31, 2002, the Company had no assets or
liabilities. The Company was originally capitalized with $500 in April 1997 and
since then management of the Company has contributed an additional $5,242 to the
capital of the Company.

The Company's plan of operation over the next 12 months is to revise its
business plan and to raise the capital necessary to implement it.

FORWARD LOOKING STATEMENTS

         This Annual report contains forward-looking statements that are based
on the Company's beliefs as well as assumptions made by and information
currently available to the Company. When used in this annual report, the words
"believe," "endeavor," "expect," "anticipate," "estimate," "intends," and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks, uncertainties and assumptions which
described in Part I, Item 1, Description of Business - Risk Factors," above.
Should one or more of those risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated, or projected. The Company cautions potential
investors not to place undue reliance on any such forward-looking statements all
of which speak only as of the date made.


                                       4
<PAGE>

      ITEM 7.  FINANCIAL STATEMENTS


                           LOMBARDIA ACQUISITION CORP.
                          (A development stage company)


                              FINANCIAL STATEMENTS

                                December 31, 2002

                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report...............................................6

Balance Sheet..............................................................7

Statements of Operations.................................................. 8

Statements of Stockholders' Equity.......................................  9

Statements of Cash Flows..................................................10

Notes to Financial Statements.............................................11



                                       5
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


The Board of Directors
Lombardia Acquisition Corp.


We have audited the accompanying balance sheet of Lombardia Acquisition Corp. (a
development stage company) (the "Company") as of December 31, 2002, and the
related statements of operations, shareholders' equity and cash flows for each
of the two years ended December 31, 2002 and for the period from inception
(April 21, 1997) to December 31, 2002. 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes, on a test
basis, examination of 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 audits provide 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 Lombardia Acquisition Corp. as
of December 31, 2002, and the results of its operations and cash flows for each
of the two years ended December 31, 2002 and the period from inception (April
21, 1997) to December 31, 2002 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 Note 4 to the
financial statements, the Company needs additional capital infusion in order to
fund current expenditures, acquire business opportunities and achieve profitable
operations. This factor raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also discussed in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                              /s/ Baron Accountancy Corp.

Irvine, California
March 17, 2003



                                       6
<PAGE>


                           LOMBARDIA ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  Balance Sheet


                                                               DECEMBER 31, 2002
                                                               -----------------

                         ASSETS

CURRENT ASSETS:

  Cash                                                         $              -
                                                               -----------------

                                                               $              -
                                                               =================

          LIABILITIES AND SHAREHOLDERS' EQUITY

TOTAL LIABILITIES                                              $              -
                                                               -----------------

SHAREHOLDERS' EQUITY:

  Preferred stock, 10,000,000 shares authorized, $.001 par
     value, none issued and outstanding                                       -
  Common stock, 20,000,000 shares authorized, $.001 par
     value, 500,000 shares issued and outstanding              $            500
  Additional paid in capital                                              5,242
  Deficit accumulated during the development stage                       (5,742)
                                                               -----------------
     NET SHAREHOLDERS' EQUITY                                                 -
                                                               -----------------
                                                               $              -
                                                               =================







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


                                       7
<PAGE>
<TABLE>

                                       LOMBARDIA ACQUISITION CORP.
                                      (A DEVELOPMENT STAGE COMPANY)

                                        Statements of Operations
<CAPTION>

                                                                                            Cumulative
                                                                                          from inception
                                                                                            (April 21,
                                                                  Year ended                 1997) to
                                                                  December 31,             December 31,
                                                            2001            2002               2002
                                                         -------------   -------------    -------------
<S>                                                      <C>             <C>              <C>
COSTS AND EXPENSES:

  General and administrative expenses                    $      1,225    $      2,401      $   5,742
                                                         -------------   -------------    -------------

NET LOSS                                                 $     (1,225)   $     (2,401)     $  (5,742)
                                                         =============   =============    =============


BASIC AND DILUTED NET LOSS PER COMMON SHARE              $      (0.00)   $      (0.00)
                                                         =============   =============

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                    500,000         500,000
                                                         =============   =============




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

</TABLE>

                                                 8
<PAGE>
<TABLE>

                                                 LOMBARDIA ACQUISITION CORP.
                                                (A DEVELOPMENT STAGE COMPANY)
                                             Statements of Shareholders' Equity
                                               From Inception (April 21, 1997)
                                                    to December 31, 2002
<CAPTION>




                                                                                               Deficit
                                                                                             Accumulated
                                   Preferred Stock        Common Stock        Additional      During the         Net
                                  ------------------ -----------------------    Paid In      Development     Shareholders'
                                  Shares    Amount     Shares      Amount       Capital         Stage           Equity
                                  -------- --------- ------------ ---------- -------------- --------------- ---------------
<S>                                     <C> <C>          <C>       <C>        <C>            <C>             <C>
INCEPTION, APRIL 21, 1997               -   $     -            -   $      -   $          -   $           -   $           -

Issuance of common stock                -         -      500,000        500              -               -             500

Net loss                                -         -            -          -              -            (330)           (330)
                                  -------- --------- ------------ ---------- -------------- --------------- ---------------

BALANCE, DECEMBER 31, 1997              -         -      500,000        500              -            (330)            170

Capital contribution                    -         -            -          -             20               -              20

Net loss                                -         -            -          -              -            (190)           (190)
                                  -------- --------- ------------ ---------- -------------- --------------- ---------------

BALANCE, DECEMBER 31, 1998              -         -      500,000        500             20            (520)              -

Capital contribution                    -         -            -          -            209               -             209

Net loss                                -         -            -          -              -            (209)           (209)
                                  -------- --------- ------------ ---------- -------------- --------------- ---------------

BALANCE, DECEMBER 31, 1999              -         -            -        500            229            (729)              -

Capital contribution                    -         -            -          -          1,387               -           1,387

Net loss                                -         -            -          -              -          (1,387)         (1,387)
                                  -------- --------- ------------ ---------- -------------- --------------- ---------------

BALANCE, DECEMBER 31, 2000              -         -      500,000        500          1,616          (2,116)              -

Capital contribution                    -         -            -          -          1,225               -           1,225

Net loss                                -         -            -          -              -          (1,225)         (1,225)
                                  -------- --------- ------------ ---------- -------------- --------------- ---------------

BALANCE, DECEMBER 31, 2001              -         -      500,000        500          2,841          (3,341)              -

Capital contribution                    -         -            -          -          2,401               -           2,401

Net loss                                -         -            -          -              -          (2,401)         (2,401)
                                  -------- --------- ------------ ---------- -------------- --------------- ---------------

BALANCE, DECEMBER 31, 2002              -         -     500,000   $     500   $     5,242   $       (5,742)    $         -
                                  ======== ========= ============ ========== ============== ================ ==============




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

</TABLE>

                                                           9
<PAGE>
<TABLE>


                                        LOMBARDIA ACQUISITION CORP.
                                      (A DEVELOPMENT STAGE COMPANY)
                                         Statements of Cash Flows
<CAPTION>

                                                                                          Cumulative
                                                                                             From
                                                                                           Inception
                                                              Year Ended                (April 21,1997)
                                                              December, 31,                To December
                                                         2001              2002             31, 2002
                                                   ----------------  ----------------   ----------------
<S>                                                <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss .....................................   $        (1,225)   $       (2,401)   $      (5,742)
  Adjustments to reconcile net loss to net
    cash used by operating activities: .........                --                 --              --
                                                   ----------------  ----------------   ----------------

    Net cash used by operating activities ......            (1,225)   $       (2,401)   $      (5,742)
                                                   ----------------  ----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES ...........                --                 --              --
                                                   ----------------  ----------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock .....................                --                 --             500
  Capital contribution .........................             1,225             2,401            5,242
                                                   ----------------  ----------------   ----------------

    Net cash provided by financing activities ..             1,225             2,401            5,742
                                                   ----------------  ----------------   ----------------

Net increase (decrease) in cash ................               --                --               --

CASH, BEGINNING OF PERIOD ......................               --                --               --
                                                   ----------------  ----------------   ----------------
CASH, END OF PERIOD ............................   $           --    $           --    $          --
                                                   ================  ================   ================

Supplemental information: No interest or taxes have been paid.




            The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                 10
<PAGE>


                           LOMBARDIA ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          Notes to Financial Statements
                                December 31, 2002

1. ORGANIZATION SUBSEQUENT EVENT AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------

         Organization - Subsequent Event
         -------------------------------

         Lombardia Acquisition Corp., a Delaware corporation (the "Company") was
         formed on April 21, 1997. The Company has been inactive and has had no
         significant operations. The Company is authorized to do any legal
         business activity as controlled by Delaware law. The Company is
         classified as a development stage company because its principal
         activities involve seeking to acquire business opportunities.

         On February 24, 2003, Charles S. Brofman, James D. Burchetta and
         Michael S. Harris (collectively, the "Principal Stockholders")
         purchased 22,500,000 newly-issued shares of the Company's common stock,
         representing 84.6% of the Company's then outstanding common shares.
         Pursuant to a Stock Purchase Agreement dated February 20, 2003 and
         effective January 13, 2003, between the Company and each of the
         Principal Stockholders, the Company received an aggregate cash payment
         of $22,500 in consideration for the sale of such shares to the
         Principal Stockholders.

         On February 24, 2003, in accordance with the Company's by-laws for
         filling newly-created board vacancies, Mr. Danilo Cacciamatta, the sole
         existing director, appointed Messrs. Brofman, Burchetta, Harris and
         Lawrence Dwyer to the board of directors of the Company. Also on
         February 24, 2003, Mr. Burchetta was named Co-Chairman of the Board,
         President and Chief Executive Officer, Mr. Brofman was named
         non-executive Co-Chairman of the Board, and Mr. Harris was named
         Executive Vice President and General Counsel. Mr. Cacciamatta resigned
         his position as Chief Executive Officer and continues to serve as the
         Company's Chief Financial Officer.

         Following the foregoing management changes, the Company's Board of
         Directors intends to propose, subject to necessary stockholder
         approval, changing the Company's name and amending the Company's
         Certificate of Incorporation to increase the number of authorized
         common shares from 20,000,000 to 50,000,000.

         Use of estimates
         ----------------

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect certain reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates.

         Income taxes
         ------------

         The Company reports certain expenses differently for financial and tax
         reporting purposes and, accordingly, provides for the related deferred
         taxes. Income taxes are accounted for under the liability method in
         accordance with Statement of Financial Accounting Standards 109,
         Accounting for Income Taxes.

         Basic and diluted net loss per share
         ------------------------------------

         Net loss per share is calculated in accordance with Statement of
         Financial Accounting Standards 128, Earnings Per Share ("SFAS 128"),
         which superseded Accounting Principles Board Opinion 15 ("APB 15").
         Basic net loss per share is based upon the weighted average number of
         common shares outstanding. Diluted net loss per share is based on the
         assumption that all dilutive convertible shares, stock options and
         warrants were converted or exercised. Dilution is computed by applying
         the treasury stock method. Under this method, options and warrants are
         assumed to be exercised at the beginning of the period (or at the time
         of issuance, if later), and as if funds obtained thereby were used to
         purchase common stock at the average market price during the period. At
         December 31, 2002 there were no dilutive convertible shares, stock
         options or warrants.

                                                                     (continued)


                                       11
<PAGE>


                           LOMBARDIA ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          Notes to Financial Statements


2. INCOME TAXES
---------------

      The Company records its income tax provision in accordance with SFAS 109,
      which requires the use of the liability method of accounting for deferred
      income taxes.

      As the Company has not generated taxable income since its inception, no
      provision for income taxes has been made. At December 31, 2002, the
      Company did not have any significant net operating loss carryforwards.

      At December 31, 2002, the Company did not have any significant deferred
      tax liabilities or deferred tax assets.

3. GOING CONCERN
----------------

      The accompanying financial statements have been prepared in conformity
      with generally accepted accounting principles, which contemplate
      continuation of the Company as a going concern. Additional capital
      infusion is necessary in order to fund current expenditures, acquire
      business opportunities and achieve profitable operations. This factor
      raises substantial doubt about the Company's ability to continue as a
      going concern.

      The Company's management intends to continue funding current expenditures
      by means of contributions to capital and to raise additional funds through
      equity offerings. However, there can be no assurance that management will
      be successful in this endeavor.






                                       12

<PAGE>

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

         None.

                                    PART III

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

Directors and executive officers of the Company with certain information
regarding them:
<TABLE>
<CAPTION>

                                                     SHARES OF COMMON STOCK  PERCENT OF COMMONM STOCK
NAME                   AGE   POSITION                  BENEFICIALLY OWNED       BENEFICIALLY OWNED
----                   ---   --------                  ------------------       ------------------
<S>                     <C>  <C>                              <C>                       <C>
James D. Burchetta      53   Chief Executive Officer,         10,000,000                37.6%
                               President, Director

Charles S. Brofman      46   Director Nominee                 10,000,000                37.6%

Michael S. Harris       53   Executive Vice President          2,500,000                 9.4%
                              General Counsel, Secretary,
                              Director Nominee

Lawrence E. Dwyer, Jr   59   Director Nominee                  1,000,000                 3.8%

Danilo Cacciamatta      57   Chief Financial Officer,          1,309,000                 4.9%
                              Director

All directors and director nominees as a group (5 persons)    24,809,000                93.3%
</TABLE>

JAMES D. BURCHETTA was appointed Co-Chairman of the Board, President and Chief
Executive Officer as of January 13, 2003. Mr. Burchetta was the co-founder of
Cybersettle, Inc., the first company to settle insurance claims over the
Internet, and served as its Chairman of the Board and Co-Chief Executive Officer
from 1997 to August 2000 and as its Vice Chairman from August 2000 to February
2002. Prior to founding Cybersettle, Mr. Burchetta was a Senior Partner in the
New York law firm of Burchetta, Brofman, Collins & Hanley, LLP, where he
practiced insurance and corporate finance law. Mr. Burchetta received a J.D.
degree from Fordham University Law School in 1973 and is a member of the New
York State Bar. Mr. Burchetta has extensive experience and is a frequent speaker
at venture capital conferences in the area of e-commerce.

CHARLES S. BROFMAN was appointed non-executive Co-Chairman of the Board as of
January 13, 2003. Mr. Brofman was the co-founder of Cybersettle, and has served
as a director and its President and Co-Chief Executive Officer since 1997,
becoming its Chief Executive Officer in August 2000. Prior to founding
Cybersettle, Mr. Brofman was a Senior Partner in the New York law firm of
Burchetta, Brofman, Collins & Hanley, LLP and, prior to that, was an Assistant
District Attorney in New York. Mr. Brofman received a J.D. degree from Fordham
University Law School in 1981 and is a member of the New York State Bar.

MICHAEL S. HARRIS was appointed Executive Vice President, General Counsel and
Secretary as of January 13, 2003. Mr. Harris was, until May 2002, the Senior
Vice President, General Counsel and Corporate Secretary of The Thomson
Corporation, a $7.8 billion publicly-held international information company,
where he held executive-level positions since 1989. At Thomson, Mr. Harris was
responsible for negotiating and completing hundreds of tactical and strategic
acquisitions in the information and publishing industries, including West
Publishing, Harcourt General and Primark. Mr. Harris began his legal career at
Skadden, Arps, Slate, Meagher & Flom in New York. Mr. Harris receiver a B.A.
degree from New York University with honors and a J. D. degree from St. John's
University School of Law in 1974, and is a member of the New York State Bar.

                                       13
<PAGE>

LAWRENCE E.DWYER, JR. was elected a director in February 2003. Mr. Dwyer has
been the President of The Westchester County Association Inc. since 1994, and is
active in local, state and national politics. The Westchester County Association
is a member of the Business Council of New York State and its membership
includes many Fortune 500 companies. Mr. Dwyer also presently serves on two
regional task forces for New York Governor George Pataki. Mr. Dwyer has been the
Chairman of the Westchester, Nassau & Suffolk Municipal Officials Association,
New York State Ethics Advisory Board and presently serves on the Board of
Directors of the Lubin School of Business at Pace University, The Westchester
Land Trust, Westchester Business Accelerator, Transportation Management
Organization, The Lyndhurst Council, The Westchester Housing Fund and
Westchester Community College Foundation. Mr. Dwyer received a Master's degree
in education and a Master's of Arts degree in Administration from Teachers
College, Columbia University.

DANILO CACCIAMATTA co-founded the Company in April 1997. He served as
Lombardia's Chairman of the Board and Chief Executive Officer from April 1997 to
January 2003. On January 13, 2003, Mr. Cacciamatta was appointed Executive Vice
President. Mr. Cacciamatta has been the Chief Executive Officer of Cacciamatta
Accountancy Corp., certified public accountants, since June 1996, and is
licensed as a certified public accountant in the State of California. Mr.
Cacciamatta also serves as Chairman of the Board, Chief Executive Officer and
Chief Financial Officer of Cork Acquisition Corp., a publicly-held company, and
as a director of California First National Bancorp. Previously, Mr. Cacciamatta
was a KPMG Peat Marwick audit partner from 1980 to 1988. Mr. Cacciamatta
received a BA degree from Pomona College and an MBA degree from the University
of California.

         Directors hold office until a successor is elected and qualified or
until their earlier resignation in the manner provided in the Bylaws of the
Company.


ITEM 10. EXECUTIVE COMPENSATION

         The Company has not paid its executive officers and directors any
remuneration since inception. The Company anticipates entering into employment
and consulting contracts with key members of its management team.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         Item 9 above lists the ownership of the Company's common stock by all
its directors. There are no other owners of more than 5% of the Company's common
stock.

         The address for all directors is:707 Westchester Avenue, Suite 213,
White Plains, New York 10604.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

          3.1     Certificate of Incorporation of the Company (1)
          3.2     Bylaws of the Company (1)
          4.1     Specimen of Common Stock Certificate (1)
         10.1     [Form of] Indemnity Agreement. (1)

(1)  Previously included as an exhibit to the Company's Registration Statement
     on Form 10-SB filed with the SEC on February 15, 2000.

         (b) Reports on Form 8-K

         Form 8-K filed with the SEC on March 11, 2003 to report a change of
         control.


ITEM 14.  CONTROLS AND PROCEDURES.

Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operations of our disclosure controls and
procedures, as defined in Exchange Act Rule 13a-14. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in our
periodic SEC filings. There have been no significant changes in our internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                       14
<PAGE>



                                    SIGNATURES


In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant duly
caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                            LOMBARDIA ACQUISITION CORP.

Dated: March 24, 2003                       By: /S/DANILO CACCIAMATTA
                                                -------------------------
                                            Danilo Cacciamatta,
                                            Chief Financial Officer


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 in
the capacities and on the dates indicated.

Signature                  Title                              Date
---------                  -----                              ----


/s/James D. Burchetta      President, Chief Executive         March 24, 2003
----------------------     Officer, Director
   James D. Burchetta


/s/Danilo Cacciamatta      Chief Financial Officer            March 24, 2003
----------------------     Director
   Danilo Cacciamatta




                                       15
<PAGE>

                           CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James D. Burchetta, certify that:

1.     I have reviewed this annual report on Form 10-KSB of Lombardia
       Acquisition Corp.;

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 are 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.     The registrant's other certifying officers and 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
       have:

       a.     Designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us 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 our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluations Date;

5.     The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent functions):

       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
              weakness in internal controls; and

       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.     The registrant's other certifying officers and I have indicated in this
       annual report whether there were significant changes in internal control
       or in other factors that could significantly affect internal controls or
       in other factors that could significantly affect internal controls
       subsequent to the date of our most recent evaluation, including any
       corrective actions with regard to significant deficiencies and material
       weaknesses.

Date: March 24, 2003                                 /s/JAMES D. BURCHETTA
                                                     --------------------------
                                                     James D. Burchetta
                                                     Chief Executive Officer


In connection with the Annual Report of Lombardia Acquisition Corp.(the
"Company") on Form 10-KSB for the year ended December 31, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
James D. Burchetta, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act
of 2002, that:

1.     The Report fully complies with the requirements of Sections 13(a) or
       15(d) of the Securities Exchange Act of 1934; and

2.     Information contained in the Report fairly presents, in all material
       respects, the financial condition and results of operations of the
       Company.


Date: March 24, 2003                                 /s/JAMES D. BURCHETTA
                                                     ---------------------------
                                                     James D. Burchetta
                                                     Chief Executive Officer



                                       16

<PAGE>


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Danilo Cacciamatta, certify that:

1.     I have reviewed this annual report on Form 10-KSB of Lombardia
       Acquisition Corp.;

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 are 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.     The registrant's other certifying officers and 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
       have:

       a.     Designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us 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 our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluations Date;

5.     The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent functions):

       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
              weakness in internal controls; and

       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.     The registrant's other certifying officers and I have indicated in this
       annual report whether there were significant changes in internal control
       or in other factors that could significantly affect internal controls or
       in other factors that could significantly affect internal controls
       subsequent to the date of our most recent evaluation, including any
       corrective actions with regard to significant deficiencies and material
       weaknesses.


Date: March 24 2003                                  /s/DANILO CACCIAMATTA
                                                     -------------------------
                                                     Danilo Cacciamatta
                                                     Chief Financial Officer


In connection with the Annual Report of Lombardia Acquisition Corp.(the
"Company") on Form 10-KSB for the year ended December 31, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Danilo Cacciamatta, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act
of 2002, that:

1.     The Report fully complies with the requirements of Sections 13(a) or
       15(d) of the Securities Exchange Act of 1934; and

2.     Information contained in the Report fairly presents, in all material
       respects, the financial condition and results of operations of the
       Company.


Date: March 24 2003                                  /s/DANILO CACCIAMATTA
                                                     ---------------------------
                                                     Danilo Cacciamatta
                                                     Chief Financial Officer