NORTH SHORE CAPITAL III INC
5, 2001-01-19
BLANK CHECKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 5

              ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


             ( ) Check this box if no longer subject to Section 16

        Form 4 or Form 5 obligations may continue. See Instructions 1(b)


1. Name and Address of Reporting Person

   Gerard M. Werner
   C/O North Shore Capital III, Inc.
   5627 Bellington Avenue
   Springfield, VA 22151
   US


2. Issuer Name and Ticker or Trading Symbol

   North Shore Capital III, Inc.

   Issuer not trading on any medium of exchange


3. IRS or Social Security Number of Reporting Person (Voluntary)

   ###-##-####


4. Statement for Month/Year

   June 30, 2000


5. If Amendment, Date of Original (Month/Year)

   N/A


6. Relationship of Reporting Person(s) to Issuer (Check all applicable)

   (X) Director (X) 10% Owner (X) Officer (give title below) ( ) Other

   (specify below)

   Chairman and 10% Owner


7. Individual or Joint/Group Filing (Check Applicable Line)
   (X) Form filed by One Reporting Person
   ( ) Form filed by More than One Reporting Person

<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________________________
 Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
__________________________________________________________________________________________________________________________________
1. Title of Security       |2.    |3.    |4.Securities Acquired (A)         |5.Amount of        |      |7.Nature of Indirect
                           | Transaction |  or Disposed of (D)              |  Securities       |6.Dir |  Beneficial Ownership
                           |      |      |                                  |  Beneficially     |ect   |
                           |      |    | |                  |   |           |  Owned at End     |(D)or |
                           |      |    | |                  | A/|           |  of Issuer's      |Indir |
                           | Date |Code|V|    Amount        | D |    Price  |  Fiscal Year      |ect(I)|
__________________________________________________________________________________________________________________________________
<S>                        <C>    <C>  <C><C>               <C> <C>         <C>                 <C>    <C>
COMMON STOCK (voting)      |02/03/|J   | |    2,200,000***  |A  |    $.002  |  N/A              |D     |N/A
                           |99    |    | |                  |   |           |                   |      |
- --------------------------------------------------------------------------------------------------------------------------------
__________________________________________________________________________________________________________________________________
<CAPTION>
__________________________________________________________________________________________________________________________________
 Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
___________________________________________________________________________________________________________________________________|
1.Title of Derivative |2.Con-  |3.   |4.    |5.Number of De |6.Date Exer|7.Title and Amount  |8.Price|9.Number    |10.|11.Nature of
  Security            |version |Transaction | rivative Secu |cisable and|  of Underlying     |of Deri|of Deriva   |Dir|Indirect
                      |or Exer |     |      | rities Acqui  |Expiration |  Securities        |vative |tive        |ect|Beneficial
                      |cise    |     |      | red(A) or Dis |Date(Month/|                    |Secu   |Securities  |(D)|Ownership
                      |Price of|     |      | posed of(D)   |Day/Year)  |                    |rity   |Benefi      |or |
                      |Deriva- |     |      |               |Date |Expir|                    |       |ficially    |Ind|
                      |tive    |     |      |           | A/|Exer-|ation|   Title and Number |       |Owned at    |ire|
                      |Secu-   |     |    | |           | D |cisa-|Date |   of Shares        |       |End of      |ct |
                      |rity    |Date |Code|V|  Amount   |   |ble  |     |                    |       |Year        |(I)|
___________________________________________________________________________________________________________________________________
<S>                   <C>      <C>   <C>  <C><C>        <C> <C>   <C>   <C>          <C>     <C>     <C>          <C> <C
                      |        |     |    | |           |   |     |     |            |       |       |            |   |
                      |        |     |    | |           |   |     |     |            |       |       |            |   |
- ---------------------------------------------------------------------------------------------------------------------------------
                      |        |     |    | |           |   |     |     |            |       |       |            |   |
___________________________________________________________________________________________________________________________________
</TABLE>

Explanation of Responses

*** Since February 3, 1999 (the date of the Issuer's formation),
    the Issuer has sold its Common Stock to the reporting
    person listed in the table below in transactions
    summarized as follows:

<TABLE>

<CAPTION>

Name                 Date of    Shares      Aggregate    Purchase
                     Sale                   Purchase     Price
                                            Price        per Share

<S>                  <C>        <C>         <C>          <C>

Gerard M. Werner     02/03/99   2,200,000   $4,400(1)    $0.002

</TABLE>

(1) Consideration consisted of pre-incorporation consulting services
    rendered to the Issuer related to investigating and developing
    the Issuer's proposed business plan and capital structure and
    completing the organization and incorporation of the Issuer.

    With respect to the sales made, the Issuer relied on Section 4(2)
    of the Securities Act of 1933, as amended.  No advertising or general
    solicitation was employed in offering the shares.  The securities were
    offered for investment only and not for the purpose of resale or
    distribution, and the transfer thereof was appropriately restricted.

    In general, under Rule 144, a person (or persons whose shares are
    aggregated) who has satisfied a one year holding period, under certain
    circumstances, may sell within any three-month period a number of
    shares which does not exceed the greater of one percent of the then
    outstanding Common Stock or the average weekly trading volume during
    the four calendar weeks prior to such sale.  Rule 144 also permits,
    under certain circumstances, the sale of shares without any quantity
    limitation by a person who has satisfied a two-year holding period and
    who is not, and has not been for the preceding three months, an
    affiliate of the Issuer.

    Each of the sales listed above was made either for cash or for
    services.  Sales for which the consideration was services were made in
    reliance upon the exemption from registration provided by Rule 701
    adopted pursuant to Section 3(b) of the Securities Act of 1933.  Sales
    for which the consideration was cash were made in reliance upon the
    exemption from registration offered by Section 4(2) of the Securities
    Act of 1933.  Based upon the Preincorporation Consultation and
    Subscription Agreement executed by the reporting person who acquired
    shares for services, and the Subscription Agreement and Investment
    Representations executed by the reporting person who acquired shares
    for cash, and based upon the pre-existing relationship between the cash
    subscribers and the Issuer's officers and directors, the Issuer had
    reasonable grounds to believe immediately prior to making an offer to
    the reporting person, and did in fact believe, when such subscriptions
    were accepted, that such reporting person (1) was purchasing for
    investment and not with a view to distribution, and (2) had such
    knowledge and experience in financial and business matters that they
    were capable of evaluating the merits and risks of their investment and
    were able to bear those risks.  The reporting person had access to
    pertinent information enabling them to ask informed questions.  The
    shares were issued without the benefit of registration.  An appropriate
    restrictive legend is imprinted upon each of the certificates
    representing such shares, and stop-transfer instructions have been
    entered in the Issuer's transfer records.  All such sales were effected
    without the aid of underwriters, and no sales commissions were paid.
- ----------------------------------------------------------------------------

SIGNATURE OF REPORTING PERSON

/s/ Gerard M. Werner

DATE

January 19, 2001


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