U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB

(Mark One)

X  Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal
year ended December 31, 2001.

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

**OSK CAPITAL III CORP**.

(Name of small business in its charter)

|Nevada                                         | 0-30023             | 84-1491676                       
|---------------------------------------------- | ------------------- | ---------------------------------
|(State or other jurisdiction of
incorporation) | Commission File No. | (IRS Employer Identification
No.)

|5330  E. 17th Avenue Parkway, Denver, CO | 80220   
|---------------------------------------- | --------
|Address of Principal Executive Office    | Zip Code

Issuer's telephone number:  (303) 394-1187

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

Title of each class

N/A

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

Common Stock

(Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.___

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

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

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

(Issuers involved in bankruptcy proceedings during the past five years):

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

(Applicable only to corporate registrants) State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable date: 3,316,000 as of March 26,
2001.

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

PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

The Company was incorporated under the laws of the State of Nevada on March 2, 1999,
and is in the early developmental and promotional stages.  To date, the Company's only activities
have been organizational ones, directed at developing its business plan and raising its initial
capital.  The Company has not commenced any commercial operations.  The Company has no
full-time employees and owns no real estate.



At of the end of its fiscal year ending December 31, 2001, the Company has not identified
any business opportunity that it plans to pursue, nor has the Company reached any agreement or
definitive understanding with any person concerning an acquisition.

No assurance can be given that the Company will be successful in finding or acquiring a
desirable business opportunity, given the limited funds that are expected to be available for
acquisitions, or that any acquisition that occurs will be on terms that are favorable to the
Company or its stockholders.

The Company's search has been directed toward enterprises which have a desire to be
become a public corporation and which have a business plan designed to allow them to take
advantage of opportunities available to public entities.  This includes entities which have been
recently organized, with no operating history, or a history of losses attributable to under-
capitalization or other factors, entities in need of funds to develop a new product or service or to
expand into a new market, entities which desire to use their securities to make acquisitions, and
entities which have a combination of these characteristics.

In searching for investment opportunities, the Company is not restricted to any particular
geographical area or industry.  Therefore, subject to economic conditions, limitations on its
ability to locate available business opportunities, and other factors, the Company  has substantial
discretion in selecting an appropriate business opportunity.

In connection with any acquisition, it is highly likely that an amount of stock constituting
control of the Company would be issued by the Company or purchased from the Company's
current principal shareholders by the target entity or its controlling shareholders.

Other Entities

The officers, directors and principal shareholders of the Company are also the officers,
directors and principal shareholders of eight other corporations which were formed at the same
time as the Company.   Each of these other corporations has the same business plan as the
Company.

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business opportunity may be made
upon management's analysis of the quality of the other company's management and personnel,
the anticipated acceptability of new products or marketing concepts, the merit of technological
changes, and numerous other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.  In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential for the future
because of the possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make other changes.

Because the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, it should be emphasized that the
Company will incur further risks, because management in many instances will not have proved
its abilities or effectiveness, the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but will essentially be
limited to one such venture because of the Company's limited financing.  This lack of
diversification will not permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an adverse factor affecting
any decision to purchase the Company's securities.

It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the authority and
discretion of the Company's management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.  Company management does not generally
anticipate that it will provide holders of the Company's securities with financial statements, or
any other documentation, concerning a target company or its business prior to any merger or
acquisition.  In some instances, however, the proposed participation in a business opportunity
may be submitted to the stockholders for their consideration, either voluntarily by Company
management which elects to seek the stockholders' advice and consent, or because state law so
requires.

The analysis of business opportunities will be undertaken by or under the supervision of
the Company's executive officers and directors.  Although there are no current plans to do so,
Company management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and in that event, might pay a finder's fee.  Since Company
management has no current plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have been adopted regarding
use of such consultants or advisors, the criteria to be used in selecting such consultants or
advisors, the services to be provided, the term of service, or regarding the total amount of fees
that may be paid.  However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.  Otherwise, the
Company anticipates that it will consider, among other things, the following factors:

(1)  Potential for growth and profitability, indicated by new technology, anticipated
market expansion, or new products;

(2)  Strength and diversity of existing management, or management prospects that are
scheduled for recruitment;

(3)  Capital requirements and anticipated availability of required funds, to be provided
from operations, through the sale of additional securities, through joint ventures or similar
arrangements, or from other sources;

(4)  The Company's perception of how any particular business opportunity will be
received by the investment community and by the Company's stockholders;

(5)  The availability of audited financial statements for the business opportunity; and

(6)  Whether, following the business combination, the financial condition of the business
opportunity would be, or would have a significant prospect in the foreseeable future of becoming
sufficient to enable the securities of the Company to qualify for listing on an exchange or on a
national automated securities quotation system, such as NASDAQ.



No one of the factors described above will be controlling in the selection of a business
opportunity, and management will attempt to analyze all factors appropriate to the opportunity
and make a determination based upon reasonable investigative measures and available data.
Potential investors must recognize that, because of the Company's limited capital available for
investigation and management's limited experience in business analysis, the Company may not
discover or adequately evaluate adverse facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business opportunity and it
has not established any deadline for completion of a transaction.  It expects, however, that the
process of seeking candidates, analysis of specific proposals and the selection of a business
opportunity may require several additional months or more.

Company management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.  These include
acquisition candidates desiring to create a public market for their shares in order to enhance
liquidity for current shareholders, acquisition candidates which have long-term plans for raising
equity capital through the public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash, and believe that the
possibility of development of a public market for their securities will be of assistance in that
process.  Acquisition candidates which have a need for an immediate cash infusion are not likely
to find a potential business combination with the Company to be an attractive alternative.

Form of Acquisition

It is impossible to predict the manner in which the Company may participate in a business
opportunity.  Specific business opportunities will be reviewed as well as the respective needs and
desires of the Company and the promoters of the opportunity and, upon the basis of that review
and the relative negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected.  Such structure may include, but
is not limited to, share exchanges, mergers, agreements for purchase of and sale of stock or
assets, leases, licenses, joint ventures and other contractual arrangements.  The Company may act
directly or indirectly through an interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business organization.  In
addition, the present management and stockholders of the Company most likely will not have
control of a majority of the voting shares of the Company following a reorganization transaction.
As part of such a transaction, the Company's directors may resign and new directors may be
appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other  securities of the Company.  Although the terms
of any such transaction cannot be predicted, it should be noted that in certain circumstances the
criteria for determining whether or not an acquisition is a so-called "tax free" reorganization
under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of more than 80% of the common stock of the combined entities immediately
following the reorganization.  If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal Revenue Code, the
Company's stockholders in such circumstances would retain in the aggregate 20% or less of the
total issued and outstanding shares.  This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such reorganization.  Any such
issuance of additional shares might also be done simultaneously with a sale or transfer of shares
representing a controlling interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

It is anticipated that any securities issued in any reorganization  would be issued in
reliance upon exemptions, if any are available, from registration under applicable federal and
state securities laws.  In some circumstances, however, as a negotiated element of the transaction,
the Company may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter.  The issuance of
substantial additional securities and their potential sale into any trading market that might
develop in the Company's securities may have a depressive effect upon such market.

The Company will participate in a business opportunity only after the negotiation and
execution of a written agreement.  Although the terms of such agreement cannot be predicted,
generally such an agreement would require specific representations and warranties by all of the
parties thereto, specify certain events of default, detail the terms of closing and the conditions
which must be satisfied by each of the parties thereto prior to such closing, outline the manner of
bearing costs if the transaction is not closed, set forth remedies upon default, and include
miscellaneous other terms.

As a general matter, the Company anticipates that it will enter into a letter of intent with
the management, principals or owners of a   prospective business opportunity prior to signing a
binding agreement.  Such a letter of intent will set forth the terms of the proposed acquisition but
will not bind either the Company or the business opportunity to consummate the transaction.
Execution of a letter of intent will by no means indicate that consummation of an acquisition is
probable.  Neither the Company nor the business opportunity will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed.  Even after a definitive agreement is executed, it is possible that
the acquisition would not be consummated should either party elect to exercise any right
provided in the agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business  opportunities and the
negotiation, drafting and execution of relevant  agreements, disclosure documents and other
instruments will require  substantial management time and attention and substantial costs for
accountants, attorneys and others.  If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would not be recoverable.
Moreover, because many providers of goods and services require compensation at the time or
soon after the goods and services are provided, the inability of the Company to pay until an
indeterminate future time may make it impossible to procure goods and services.

Competition

The Company expects to encounter substantial competition in its efforts to locate
attractive opportunities, primarily from business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial and financial
companies, small investment companies, and wealthy individuals.  Many of these entities will
have significantly greater experience, resources and managerial capabilities than the Company
and will therefore be in a better position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from other public "blind pool"
companies, many of which may have more funds available than does the Company.

Administrative Offices

The Company  currently  maintains a mailing address at 5330 E. 17th Ave. Parkway,
Denver, CO 80220, which is the office address of its President.  Other than this mailing address,
the Company does not currently maintain any other office facilities, and does not anticipate the
need for maintaining office facilities at any time in the foreseeable future.  The Company pays no
rent or other fees for the use of this mailing address.

Employees

The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants as necessary,
and does not anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities.  The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or participate in specific
business opportunities.  No remuneration will be paid to the Company's officers except as set
forth under "Executive Compensation" and under "Certain Relationships and Related
Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical
matters, the matters discussed in this Form 10-KSB are forward-looking statements based on
current expectations, and involve risks and uncertainties.  Forward-looking statements include,
but are not limited to, statements under the following headings:

(i) "Description of Business - General" - the general description of the Company's plan to
seek a merger or acquisition  candidate, and the types of business opportunities that may be
pursued.

(ii) "Description of Business - Investigation and Selection of Business Opportunities" -
the steps which may be taken to investigate prospective business opportunities, and the factors
which may be used in selecting a business opportunity.

(iii) "Description of Business - Form of Acquisition" - the  manner in which the Company
may participate in a business acquisition.

The Company wishes to caution the reader that there are many  uncertainties and
unknown factors which could affect its ability to carry out its business plan in the manner
described herein.

ITEM 2.   DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at 5330 E. 17th Avenue Parkway,
Denver, Colorado, which is the address of its  President. The Company pays no rent for the use
of this mailing address.  The Company does not believe that it will need to maintain an office at
any time in the foreseeable future in order to carry out its plan of operations described herein.
The Company's telephone number is (303) 394-1187.

The Company currently has no investments in real estate, real estate mortgages, or real
estate securities, and does not anticipate making any such investments in the future.  However,
the policy of the Company with respect to investment in real estate assets could be changed in the
future without a vote of security holders.

ITEM 3.   LEGAL PROCEEDINGS.

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

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

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

No matters were submitted to a vote of the security holders of the Company during the
fourth quarter of the fiscal year which ended December 31, 2001.

PART  II

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

There is not currently a public trading market for the Company's securities.  Such
securities are currently held of record by a total of approximately 36 persons.

No dividends have been declared or paid on the Company's securities, and it is not
anticipated that any dividends will be declared or paid in the foreseeable future.

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

The Company remains in the development stage.  Since inception, it has received cash
proceeds of $6,770 from sale of stock, and has issued shares for services valued at $60,900.  It
has also received additional cash contributions of $1,978 from certain shareholders without the
issuance of additional shares.  The Company has expended a portion of its cash in furtherance of
its business plan, including primarily expenditure of funds to pay legal and accounting expenses,
and has recorded the full value of the stock issued for services as a general, selling, and
administrative expense.  Consequently, the Company's balance sheet for the fiscal year ended
December 31, 2001, reflects a current asset value of $984, which is in the form of cash and cash
equivalents, current liabilities of $426, and a deficit of $69,090 accumulated during the
development stage.

Results of Operations

During the period from March 2, 1999 (inception) through December 31, 2001, the
Company has accumulated a deficit of $69,090.  During this period, the Company has engaged in
no significant operations other than organizational activities, acquisition of capital, preparation
and filing of the registration of its securities under the Securities Exchange Act of 1934, as
amended, compliance with its periodical reporting requirements, and efforts to locate a suitable
merger or acquisition candidate.  No revenues were received by the Company during this period.

For the fiscal year ending December 31, 2002, the Company anticipates incurring a loss
as a result of expenses associated with compliance with the reporting requirements of the
Securities Exchange Act of 1934, and expenses associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues.  It may also continue to operate at a
loss after completing a business combination, depending upon the performance of the acquired
business.

Plan of Operations and Need for Additional Financing

During the fiscal year ending December 31, 2002, the Company plans to continue with
efforts to seek, investigate, and, if warranted, acquire one or more properties or businesses.  The
Company also plans to file all required periodical reports and to maintain its status as a fully-reporting Company under the Securities Exchange Act of 1934.  In order to proceed with its
plans for the next year, it is anticipated that the Company will require additional capital in order
to meet its cash needs.  These include the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934, as amended, as well as any costs the
Company may incur in seeking business opportunities.

No specific commitments to provide additional funds have been  made by management or
other stockholders, and the Company has no current plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional securities prior to the location of
a  merger or acquisition candidate.  Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the
foregoing, to the extent that additional funds are required, the Company anticipates receiving
such funds in the form of advancements from current shareholders without issuance of additional
shares or other securities, or through the private placement of restricted securities rather than
through a public offering.

The Company may also seek to compensate providers of services by issuances of stock in
lieu of cash.  For information as to the Company's policy in regard to payment for consulting
services, see "Certain Relationships and Transactions."

ITEM 7.   FINANCIAL STATEMENTS.



See following pages.

**OSK Capital III Corp.**

(A Development Stage Company)

Report of Independent Public Accountants

Balance Sheet

Statements of Operations

Statement of Stockholders' Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders of OSK Capital III Corp.

We have audited the accompanying balance sheet of OSK Capital III Corp. (a development stage
company) as of December 31, 2001, and the related statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 2001 and 2000, and for the period from
inception (March 2, 1999) to December 31, 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 audit.

We conducted our audit 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 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 OSK Capital III Corp. as of December 31, 2001, and the results of its
operations and cash flows for the years ended December 31, 2001 and 2000, and for the period
from inception (March 2, 1999) to December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.



Denver, Colorado

February 25, 2002

**PROFESSIONAL CORPORATION**



OSK Capital III Corp.

(A Development Stage Company)

**BALANCE SHEET**

December 31, 2001

|                             | **ASSETS**                                 |                                                    |      |                    
|---------------------------- | ------------------------------------------ | -------------------------------------------------- | ---- | -------------------
|                             |                                            |                                                    |      |                    
|***CURRENT ASSETS*****       |                                            |                                                    |     
|                             | **************Cash and cash equivalents    |                                                    |      | $               984
|                             |                                            |                                                    |      |                    
|                             |                                            | ******Total current assets**                       | **** |                    
|                             |                                            |                                                    |      |                    
|                             |                                            | ******************TOTAL ASSETS**                   | **** |                    
|                             |                                            |                                                    |      |                    
|                             |                                            |                                                    |      |                    
|                             |                                            |                                                    |      |                    
|                             | **LIABILITIES AND STOCKHOLDERS' EQUITY**   |                                                    |      |                    
|                             |                                            |                                                    |      |                    
|***CURRENT LIABILITIES*****  |                                            |                                                    |     
|                             | **************Accounts payable             |                                                    |      | $               426
|                             |                                            |                                                    |      |                    
|                             |                                            | ******Total current liabilities**                  | **** |                    
|                             |                                            |                                                    |      |                    
|***STOCKHOLDERS' EQUITY***** |                                            |                                                    |     
|                             | Common stock, $0.001 par value; 25,000,000 |                                                    |      |                    
|                             |                                            | shares authorized; 3,316,000 shares issued and     |      |                    
|                             |                                            | outstanding                                        |      |                    
|                             | Additional paid-in capital                 |                                                    |      | 66,332             
|                             | Deficit accumulated during the development |                                                    |      |                    
|                             |                                            | stage                                              |      |                    
|                             |                                            |                                                    |      |                    
|                             |                                            |                                                    |      |                    
|                             |                                            |                                                    |      |                    
|                             |                                            | ******TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY** |      | $               984
|                             |                                            |                                                    |      |                    

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

OSK Capital III Corp.

(A Development Stage Company)

**STATEMENTS OF OPERATIONS**



|                               |                                     |                                  | **For the period**              | ****                        |                 
|------------------------------ | ----------------------------------- | -------------------------------- | ------------------------------- | --------------------------- | ----------------
|                               |                                     |                                  | **from inception**              | **For the year**            | **For the year**
|****                           |                                     |                                  | **(March 2, 1999)**             | **ended**                   | **ended**       
|****                           |                                     |                                  | **to December 31,**             | **December 31,**            | **December 31,**
|****                           |                                     |                                  | **2001**                        | **2001**                    | **2000**        
|****                           |                                     |                                  |                                 |                             |                 
|********REVENUES               | $                          -        | $                              - | $                             -
|                               |                                     |                                  |                                 |                             |                 
|**EXPENSES**                   |                                     |                                  |                                
|                               | Selling, general and administrative | 69,090                           | 2,251                           | 5,942                      
|                               |                                     |                                  |                                 |                             |                 
|                               |                                     | Total expenses                   | 69,090                          | 2,251                       | 5,942           
|                               |                                     |                                  |                                 |                             |                 
|**NET LOSS**                   | (69,090)                            | (2,251)                          | (5,942)                        
|                               |                                     |                                  |                                 |                             |                 
|Accumulated deficit            |                                     |                                  |                                
|                               |                                     |                                  |                                 |                             |                 
|                               | Balance, beginning of period        | -                                | (66,839)                        | (60,897)                   
|                               |                                     |                                  |                                 |                             |                 
|                               | Balance, end of period              | $              (69,090)          | $                  (69,090)     | $                  (66,839)
|                               |                                     |                                  |                                 |                             |                 
|**NET LOSS PER SHARE**         | $                  (0.02)           | $                    (NIL)       | $               (NIL)          
|                               |                                     |                                  |                                 |                             |                 
|**WEIGHTED AVERAGE NUMBER OF** |                                     |                                  |                                
|**SHARES OUTSTANDING**         | 3,262,473                           | 3,316,000                        | 3,276,765                      
|                               |                                     |                                  |                                 |                             |                 



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

OSK Capital III Corp.

(A Development Stage Company)

**STATEMENT OF STOCKHOLDERS' EQUITY**

For the period from inception (March 2, 1999) to December 31, 2001



|                              |                         |                 |                      |                |                    | **************Deficit**         | ****             
|----------------------------- | ----------------------- | --------------- | -------------------- | -------------- | ------------------ | ------------------------------- | -----------------
|                              |                         |                 |                      |                |                    | ******************accumulated** | ****             
|                              |                         |                 | ******Common stock** | **Additional** | **during the**     | **Total**                      
|****                          |                         |                 | **Number of**        | ****           | **paid-in**        | **development**                 | **stockholders'**
|****                          |                         |                 | **shares**           | **Amount**     | **capital**        | **stage**                       | **equity**       
|****                          |                         |                 |                      |                |                    |                                 |                  
|Common stock issued for       |                         |                 |                      |                |                   
|                              | cash and services,      |                 |                      |                |                    |                                
|                              | May 26, 1999            |                 |                      |                |                    |                                
|                              | at $0.02 per share      | 3,150,000       | $         3,150      | $       59,850 | $                - | $       63,000                 
|                              |                         |                 |                      |                |                    |                                 |                  
|Common stock issued for       |                         |                 |                      |                |                   
|                              | cash, May 26, 1999      |                 |                      |                |                    |                                
|                              | at $0.02 per share      | 31,000          | 31                   | 589            | -                  | 620                            
|                              |                         |                 |                      |                |                    |                                 |                  
|Net loss for the period ended |                         |                 |                      |                |                   
|December 31, 1999             | -                       | -               | -                    | (60,897)       | (60,897)          
|                              |                         |                 |                      |                |                    |                                 |                  
|Balance, December 31, 1999    | 3,181,000               | 3,181           | 60,439               | (60,897)       | 2,723             
|                              |                         |                 |                      |                |                    |                                 |                  
|Common stock issued for       |                         |                 |                      |                |                   
|                              | services, April 5, 2000 |                 |                      |                |                    |                                
|                              | at $0.03 per share      | 35,000          | 35                   | 1,015          | -                  | 1,050                          
|                              |                         |                 |                      |                |                    |                                 |                  
|Common stock issued for       |                         |                 |                      |                |                   
|                              | cash, April 19, 2000    |                 |                      |                |                    |                                
|                              | at $0.03 per share      | 100,000         | 100                  | 2,900          | -                  | 3,000                          
|                              |                         |                 |                      |                |                    |                                 |                  
|Net loss for the year ended   |                         |                 |                      |                |                   
|December 31, 2000             | -                       | -               | -                    | (5,942)        | (5,942)           
|                              |                         |                 |                      |                |                    |                                 |                  
|Balance, December 31, 2000    | 3,316,000               | 3,316           | 64,354               | (66,839)       | 831               
|                              |                         |                 |                      |                |                    |                                 |                  
|Shareholder contributions     |                         |                 |                      |                |                   
|                              | November 16, 2001       |                 | -                    | 1,978          |                    | 1,978                          
|                              |                         |                 |                      |                |                    |                                 |                  
|Net loss for the year ended   |                         |                 |                      |                |                   
|December 31, 2001             | -                       | -               | -                    | (2,251)        | (2,251)           
|                              |                         |                 |                      |                |                    |                                 |                  
|Balance, December 31, 2001    | 3,316,000               | $         3,316 | $       66,332       | $     (69,090) | $            558  

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

OSK Capital III Corp.

(A Development Stage Company)

**STATEMENTS OF CASH FLOWS**



|                                          |                                    |                              |                              |                                          | **For the period**       | ****             |                     
|----------------------------------------- | ---------------------------------- | ---------------------------- | ---------------------------- | ---------------------------------------- | ------------------------ | ---------------- | --------------------
|                                          |                                    |                              |                              |                                          | from inception           | **For the year** | **For the year******
|****                                      |                                    |                              |                              |                                          | **(March 2, 1999)**      | **ended**        | **ended******       
|****                                      |                                    |                              |                              |                                          | **to December 31,**      | **December 31,** | **December 31,******
|****                                      |                                    |                              |                              |                                          | **2001**                 | **2001**         | **2000******        
|****                                      |                                    |                              |                              |                                          |                          |                  |                     
|**** CASH FLOWS FROM OPERATING ACTIVITIES |                                    |                              |                             
|                                          | Net loss                           | $                 (69,090)   | $                (2,251)     | $                (5,942)                
|                                          | Adjustments to reconcile           |                              |                              |                                         
|                                          |                                    | net loss to net cash flows   |                              |                                          |                         
|                                          |                                    | from operating activities:   |                              |                                          |                         
|                                          |                                    |                              | Increase in accounts payable | 426                                      | 70                       | 356             
|                                          |                                    |                              | Stock issued for services    | 60,900                                   | -                        | 1,050           
|                                          |                                    |                              |                              |                                          |                          |                  |                     
|                                          |                                    |                              |                              | Net cash flows from operating activities | (7,764)                  | (2,181)          | (4,536)             
|                                          |                                    |                              |                              |                                          |                          |                  |                     
|CASH FLOWS FROM INVESTING ACTIVITIES      | -                                  | -                            | -                           
|                                          |                                    |                              |                              |                                          |                          |                  |                     
|CASH FLOWS FROM FINANCING ACTIVITIES      |                                    |                              |                             
|                                          | ******** Shareholder contributions | 1,978                        | 1,978                        | -                                       
|                                          | Issuance of common stock           | 6,770                        | -                            | 3,000                                   
|                                          |                                    |                              |                              |                                          |                          |                  |                     
|                                          |                                    |                              |                              | Net cash flows from financing activities | 8,748                    | 1,978            | 3,000               
|                                          |                                    |                              |                              |                                          |                          |                  |                     
|NET INCREASE (DECREASE) IN CASH           |                                    |                              |                             
|                                          |                                    | ******AND CASH EQUIVALENTS** | 984                          | (203)                                    | (1,536)                 
|                                          |                                    |                              |                              |                                          |                          |                  |                     
|********CASH AND CASH EQUIVALENTS,        |                                    |                              |                             
|                                          |                                    | ******BEGINNING OF PERIOD**  | -                            | 1,187                                    | 2,723                   
|                                          |                                    |                              |                              |                                          |                          |                  |                     
|********CASH AND CASH EQUIVALENTS,        |                                    |                              |                             
|                                          |                                    | ******END OF PERIOD**        | $                       984  | $                     984                | $                  1,187
|                                          |                                    |                              |                              |                                          |                          |                  |                     

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

OSK Capital III Corp.

(A Development Stage Company)

**NOTES TO FINANCIAL STATEMENTS**

December 31, 2001

**1.	Summary of Significant Accounting Policies**

**Development Stage Company**

OSK Capital III Corp. (a development stage company) (the "Company") was incorporated under
the laws of the State of Nevada on March 2, 1999.  The principal office of the corporation is
5330 East 17th Avenue Parkway, Denver, Colorado  80220.

The Company is a new enterprise in the development stage as defined by Statement No. 7 of the
Financial Accounting Standards Board and has not engaged in any business other than
organizational efforts. It has no full-time employees and owns no real property. The Company
intends to operate as a capital market access corporation by registering with the U.S. Securities
and Exchange Commission under the Securities Exchange Act of 1934.  After this, the Company
intends to seek to acquire one or more existing businesses that have existing management,
through merger or acquisition.  Management of the Company will have virtually unlimited
discretion in determining the business activities in which the Company might engage.

**Accounting Method**

The Company records income and expenses on the accrual method.

**Fiscal Year**

The fiscal year of the corporation is December 31.

******Loss per Share**

Loss per share was computed using the weighted average number of shares outstanding during the
period.  Shares issued to insiders in anticipation of a public offering have been accounted for as
outstanding since inception.

******Organization Costs**

Costs to incorporate the Company are charged to expense as incurred.

**Financial Instruments**

Unless otherwise indicated, the fair value of all reported assets and liabilities that represent
financial instruments (none of which are held for trading purposes) approximate the carrying
values of such amount.

**Statements of Cash Flows**

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

**Use of Estimates**

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

**Consideration of Other Comprehensive Income Items**

SFAF 130 -- Reporting Comprehensive Income, requires companies to present comprehensive
income (consisting primarily of net income plus other direct equity changes and credits) and its
components as part of the basic financial statements.  For the year ended December 31, 2001, the
Company's financial statements do not contain any changes in equity that are required to be
reported separately in comprehensive income.

**Stock Basis**

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

**2.****Stockholders' Equity**

As of December 31, 2001, 25,000,000 shares of the Company's $0.001 par value common stock
had been authorized, of which 3,316,000 were issued and outstanding.

**3.****Related Party Transactions**

As of the date hereof, two shareholders are acting as officers and directors of the Company, and
are the owners of 2,000,000 shares of its issued and outstanding common stock, constituting
approximately 60% of the Company's issued and outstanding common stock.  The shares were
issued for cash of $0.001 per share and services provided which have been valued at a total of
$38,000.

Officers and directors are reimbursed for all out-of-pocket expenses.

**4.****Income Taxes**

The Company has Federal net operating loss carryforwards of approximately $69,000 expiring
between the years 2019 through 2021.  The tax benefit of these net operating losses is
approximately $13,000 and has been offset by a full allowance for realization.  For the year
ended December 31, 2001 the allowance increased by $429.  This carryforward may be limited
upon consummation of a business combination under IRC Section 381.

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

The Company has had no change in, or disagreements with, its principal independent
accountant since the date of inception.

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 currently serving the Company are as follows:

|Name               | Age | Positions Held and Tenure                              
|------------------ | --- | -------------------------------------------------------
|Deborah A. Salerno | 48  | President and a Director since March, 1999             
|Frank L. Kramer    | 59  | Secretary, Treasurer, and a Director since  March, 1999



The directors named above will serve until the next annual meeting of the Company's
stockholders.  Thereafter, directors will be elected for one-year terms at the annual stockholders'
meeting.  Officers will hold their positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.  There is no
arrangement or understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected as a director or
officer.

The directors and officers will devote their time to the Company's affairs on an "as
needed" basis, which, depending on the circumstances, could amount to as little as two hours per
month, or more than forty hours per month, but more than likely will fall within the range of five
to ten hours per month.

Biographical Information

DEBORAH A. SALERNO

Deborah A. Salerno, the Company's President and a director, is president (and owner) of
DAS Consulting, Inc., a private corporation located in New York City, providing financial
consulting services to corporations since 1988.

Ms. Salerno, who attended Pace University, has also been employed as a trader in the
over-the-counter market. (Greentree Securities, October, 1986 through March, 1987); and as
Vice President and Syndicate Manager (Yves Hentic & Company, Inc., Jersey City, New Jersey,
1985 through 1986). She was also involved with the risk arbitrage market from 1978 through
1985, and was Vice President of Bodkin Securities (1980 through 1985) and Assistant Options
P&S Manager for Ivan F. Boesky, from 1978 through 1980.

Ms. Salerno has had significant experience with "shell" or "blank check" companies.

In addition to serving as the Company's President and a director, Ms. Salerno is also
currently an officer and director of 8 other corporations which were incorporated on March 2,
1999, and were formed to seek acquisitions.  She is the Secretary/Treasurer of Park Hill Capital I
Corp., Park Hill Capital II Corp., Franklyn Resources I, Inc., Franklyn Resources II, Inc. and
Franklyn Resources III, Inc.   She is the President and a director of OSK Capital I Corp.,  OSK
Capital II Corp., and Park Hill Capital III Corp.

FRANK L. KRAMER

Frank Lloyd Kramer, Secretary/Treasurer and a director, obtained his BS in Business
Administration from Louisiana State University in 1964.  From 1968 through 1981, then from
1987 to 1990, Mr. Kramer was employed by New York Life Insurance Company in various
positions, including agent, sales manager and general manager.  From 1981 to 1987, and from
1990 to present, he has been self-employed as a private investor and financial consultant in the
Denver area assisting companies in obtaining financing for their business operations.  Mr.
Kramer has had significant experience in "shell" or "blank check" companies.

In addition to serving as Secretary/Treasurer and a director of the Company, Mr. Kramer
is also currently an officer director of 8 other corporations which were incorporated on March 2,
1999 and were formed to seek acquisitions.  He is the president and director of Park Hill Capital I
Corp., Park Hill Capital II Corp., Franklyn Resources I, Inc., Franklyn Resources II, Inc.,  and
Franklyn Resources III, Inc., and is the Secretary/Treasurer and a director of OSK Capital I
Corp., OSK Capital II Corp., and Park Hill Capital III Corp.

Compliance With Section 16(a) of the Exchange Act.

The Company's officers, directors, and principal shareholders have each filed an Annual
Statement of Changes in Beneficial Ownership on Form 5.

ITEM 10.  EXECUTIVE COMPENSATION.

No officer or director received any remuneration from the Company during the fiscal
year.  Until the Company acquires additional capital, it is not intended that any officer or director
will receive compensation from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company.  See "Certain Relationships and Related
Transactions."  The Company has no stock option, retirement, pension, or profit-sharing
programs for the benefit of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.

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

The following table sets forth, as of the end of the Company's most recent fiscal year, the
number of shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5.0% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers and directors as a group.

|Name and Address                                                     | Number of Shares Owned
Beneficially | Percent of Class
Owned
|-------------------------------------------------------------------- | ----------------------------------- | ----------------------
|Frank L. Kramer (1) (2)

5330 E. 17th Ave. Parkway

Denver, CO 80220 | 1,150,000                           | 34.68%                
|Deborah A. Salerno (1)

355 South End, 22B

New York, NY 10280       | 1,000,000                           | 30.15%                
|John P. O'Shea

355 South End, 22B

New York, NY 10280               | 1,000,000                           | 30.15%                
|All directors and executive

officers (2 persons)                    | 2,150,000                           | 64.83%                

(1)  The person listed is an officer, a director, or both, of the Company.

(2)    Includes 150,000 shares owned by Mr. Kramer's spouse, of which Mr. Kramer may be
deemed to be the beneficial owner.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

The Articles of Incorporation and the Bylaws of the Company do not provide for
indemnification of officers, directors or controlling persons.  The General Corporation Law of
the State of Nevada (NRS 78.7502) provides that, "to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding...or in defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorney's fees, actually and reasonably incurred by
him in connection with the defense."

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability

Nevada Statutes exclude personal liability of its directors to the Company and its
stockholders for monetary damages for breach of fiduciary duty except in certain specified
circumstances.  Accordingly, the Company will have a much more limited right of action against
its directors than otherwise would be the case.  This provision does not affect the liability of any
director under federal or applicable state securities laws.

Conflicts of Interest

None of the officers of the Company will devote more than a portion of his time to the
affairs of the Company.  There will be occasions when the time requirements of the Company's
business conflict with the demands of the officers' other business and investment activities.
Such conflicts may require that the Company attempt to employ additional personnel.  There is
no assurance that the services of such persons will be available or that they can be obtained upon
terms favorable to the Company.

Each of the Company's officers and directors also are officers, directors, or both of
several other Colorado based development-stage corporation in the same business as the
Company.  These companies may be in direct competition with the Company for available
opportunities.

Company management, and other principal shareholders of the Company, intend to
actively negotiate or otherwise consent to the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition transaction.   Members of
management acquired their initial shares for cash of $0.001 and services valued at $0.019 per
share. Additional shares were issued for cash and services at per share prices ranging from $0.01
to $0.03. The total purchase price for all presently issued and outstanding shares  was $67,670, of
which $6,770 was paid in cash, and $60,900 was paid in the form of performance of services.  It
is anticipated that a substantial premium may be paid by the purchaser in conjunction with any
sale of shares by officers, directors or affiliates of the Company which is made as a condition to,
or in connection with, a proposed merger or acquisition transaction.  The fact that a substantial
premium may be paid to Company officers, directors and affiliates to acquire their shares creates
a conflict of interest for them and may compromise their state law fiduciary duties to the
Company's other shareholders.  In making any such sale, Company officers, directors and
affiliates may consider their own personal pecuniary benefit rather than the best interests of the
Company and the Company's other shareholders, and the other shareholders are not expected to
be afforded the opportunity to approve or consent to any particular buy-out transaction involving
shares held by members of Company management.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The Exhibits listed below are filed as part of this Annual Report.



Exhibit No.				Document



3.1		Articles of Incorporation (incorporated by reference from Registration Statement
on Form 10-SB filed with the Securities and Exchange Commission on March 20,
2000).

3.2		Bylaws (incorporated by reference from Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on March 20, 2000 ).

4.1		Specimen Common Stock Certificate (incorporated by reference from
Registration Statement on Form 10-SB filed with the Securities and Exchange
Commission on March 20, 2000 ).



(b)  No reports on Form 8-K were filed by the Company during the last quarter of its
fiscal year ending December 31, 2001.

******SIGNATURES**

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

**OSK CAPITAL III CORP.**

By: /S/ DEBORAH A. SALERNO

Deborah A. Salerno, President and a Director



By: /S/ FRANK L. KRAMER

Frank L. Kramer, Secretary and a Director

Date: March 27, 2002