SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
act of 1934 for the transition period from to

                        Commission File Number: 000-32921

                              VENTURES-UNITED, INC.
             (Exact name of Registrant as specified in its Charter)

                  Utah                                 87-0365131
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

                  620 East 3945 South, Salt Lake City, UT 84107
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number including Area Code: (801) 268-9237

Former  name,  former  address and former  fiscal  year,  if changed  since last
report: Not Applicable

Securities registered under Section 12(b) of the Act:  None

Securities  registered  under Section 12(g) of the Act: Common Stock,  par Value
$0.001

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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  (consisting  only of interest  income) for its most
recent fiscal year: $0.

The  aggregate  market value of voting stock held by  non-affiliates:  As of the
date this report is filed there is no public  market for the common stock of the
issuer, so the aggregate market value of such stock is $0.

As of December 31, 2001,  the Registrant had  outstanding  32,447,000  shares of
Common Stock, par value $0.001.

Documents incorporated by reference:  None.


<PAGE>


TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                   Page

Part I

1.    Description of Business                                             3

2.    Description of Property                                             7

3.    Legal Proceedings                                                   7

4.    Submission of Matters to a Vote of Security Holders                 8

Part II

5.    Market for Common Equity and Related Stockholder Matters            8

6.    Management's Discussion and Analysis and Plan of Operation          8

7.    Financial Statements                                                9

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

Part III

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

10.   Executive Compensation                                              11

11.   Security Ownership of Certain Beneficial Owners and Management      11

12.   Certain Relationships and Related Transactions                      12

13.   Exhibits and Reports on Form 8-K                                    12

Signatures                                                                13



                                       2
<PAGE>


                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

History

     Ventures-United,  Inc. (the "Company") was organized as a Utah  corporation
on  February  13,  1986,  for  the  purpose  of  seeking  a  favorable  business
opportunity.  Immediately following organization of the Company, it sold a total
of 5,000,000  shares of its common  stock,  for an aggregate of $5,000 or $0.001
per share.  In order to provide the Company with  additional  capital to seek to
acquire or enter into a  favorable  business  opportunity,  in 1986 the  Company
completed a "blind pool" public offering pursuant to a registration statement on
Form S-18,  which resulted in the sale of 2,000,000 shares of common stock at an
offering price of $0.05 per share, or a total gross offering of $100,000.

     In 1987, the Company  completed a number of transactions for the purpose of
being  actively  engaged in business  operations,  which were not successful and
ultimately  resulted  in  accumulated  losses of  approximately  $1,200,000  and
discontinued   operations.   In  April  1987,  the  Company   acquired   certain
manufacturing  and marketing  rights from Universal  Sales  Enterprises  for the
purpose of becoming engaged in the production of hearing products.  On that same
date the Company acquired certain manufacturing  equipment from Hi-Tech Systems,
Inc.  for the sum of  $98,841.  These  assets,  tangible  and  intangible,  were
acquired for the total sum of  $548,841,  which was paid through the issuance of
restricted  stock at $0.75 per share, or a total of 731,788 shares of restricted
common stock. In a separate transaction in April 1987, the Company acquired from
an officer,  Richard  Olson, a 50% interest in the  manufacturing  and marketing
rights to an invention of David A. Graen, who held the remaining 50% interest in
such rights, for the sum of $500,250, payable through the issuance of a total of
667,000  shares of  restricted  common  stock of the Company.  In May 1987,  the
Company issued a total of 200,000  shares of restricted  common stock to acquire
American  Financial Systems, a financial services firm. The Company attempted to
operate these businesses for a short time, but was unsuccessful,  and by the end
of 1988, operations were substantially  curtailed. The Company has been inactive
for over  ten  years.  As a  result  of the  discontinuation  of the  businesses
described  above,  in September  2000,  the shares  received by Richard R. Olson
(667,000),  Universal Sales  Enterprises  (600,000  shares) and Hi-Tech Systems,
Inc. (131,788),  were delivered back to the Company for cancellation,  and Sonos
Corporation  received  a  total  of  127,000  shares  of  restricted  stock  for
negotiating and closing the return of such shares.

     The selection of a business  opportunity in which to participate is complex
and  extremely  risky  and will be made by  management  in the  exercise  of its
business  judgment.  There  is no  assurance  that the  Company  will be able to
identify and acquire any business  opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.

     The  activities  of the Company are  subject to several  significant  risks
which arise  primarily  as a result of the fact that the Company has no specific
business and may acquire or participate in a business  opportunity  based on the
decision of management which will, in all probability,  act without the consent,
vote, or approval of the Company's shareholders.

Selection of a Business

     The Company  anticipates  that businesses for possible  acquisition will be
referred by various sources, including its officers and directors,  professional
advisors,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial  community,  and others who may  present  unsolicited  proposals.  The
Company  will not  engage  in any  general  solicitation  or  advertising  for a

                                       3
<PAGE>

business  opportunity,  and will rely on personal  contacts of its  officers and
directors and their affiliates,  as well as indirect  associations  between them
and other business and professional  people. By relying on "word of mouth",  the
Company may be limited in the number of potential  acquisitions it can identify.
While it is not presently  anticipated that the Company will engage unaffiliated
professional  firms  specializing in business  acquisitions or  reorganizations,
such firms may be retained if  management  deems it in the best  interest of the
Company.

     Compensation  to a finder or  business  acquisition  firm may take  various
forms,  including  one-time  cash  payments,  payments  based on a percentage of
revenues or product  sales  volume,  payments  involving  issuance of securities
(including  those  of the  Company),  or  any  combination  of  these  or  other
compensation  arrangements.  Consequently,  the Company is  currently  unable to
predict the cost of utilizing such services.

     The  Company  will not  restrict  its  search to any  particular  business,
industry,  or  geographical  location,  and  management  reserves  the  right to
evaluate  and enter into any type of business in any  location.  The Company may
participate in a newly organized business venture or a more established  company
entering  a new phase of growth or in need of  additional  capital  to  overcome
existing  financial  problems.  Participation  in a new business venture entails
greater risks since in many instances management of such a venture will not have
proved its ability,  the eventual  market of such venture's  product or services
will likely not be  established,  and the  profitability  of the venture will be
unproved and cannot be predicted  accurately.  If the Company  participates in a
more established firm with existing financial  problems,  it may be subjected to
risk  because  the  financial  resources  of the  Company may not be adequate to
eliminate or reverse the circumstances leading to such financial problems.

     In seeking a business  venture,  the  decision  of  management  will not be
controlled by an attempt to capitalize on any anticipated or perceived appeal of
a specific industry,  management group, product, or industry,  but will be based
on the business objective of seeking long-term capital  appreciation in the real
value of the Company.

     The  analysis  of  new  businesses  will  be  undertaken  by or  under  the
supervision of the officers and directors.  In analyzing prospective businesses,
management will consider,  to the extent  applicable,  the available  technical,
financial, and managerial resources; working capital and other prospects for the
future;  the  nature of  present  and  expected  competition;  the  quality  and
experience of management  services  which may be available and the depth of that
management; the potential for further research, development, or exploration; the
potential for growth and  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance of products,  services,  or trade or service
marks; name identification; and other relevant factors.

     The  decision  to  participate  in a  specific  business  may be  based  on
management's  analysis  of  the  quality  of the  other  firm's  management  and
personnel, the anticipated  acceptability of new products or marketing concepts,
the merit of technological  changes,  and other factors which are difficult,  if
not  impossible,  to analyze through any objective  criteria.  It is anticipated
that the  results  of  operations  of a  specific  firm may not  necessarily  be
indicative  of the  potential  for the  future  because  of the  requirement  to
substantially shift marketing approaches,  expand significantly,  change product
emphasis, change or substantially augment management, and other factors.

     The Company will  analyze all  available  factors and make a  determination
based on a composite of available facts,  without reliance on any single factor.
The period  within  which the Company may  participate  in a business  cannot be
predicted  and will  depend  on  circumstances  beyond  the  Company's  control,
including the  availability of businesses,  the time required for the Company to
complete its  investigation  and analysis of  prospective  businesses,  the time
required to prepare  appropriate  documents  and  agreements  providing  for the
Company's participation, and other circumstances.

                                       4
<PAGE>

Acquisition of a Business

     In  implementing  a structure for a particular  business  acquisition,  the
Company may become a party to a merger,  consolidation,  or other reorganization
with another corporation or entity; joint venture; license; purchase and sale of
assets;  or purchase and sale of stock,  the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a  business  through  the  purchase  of  minority  stock  positions.  On  the
consummation  of a  transaction,  it is likely that the present  management  and
shareholders of the Company will not be in control of the Company.  In addition,
a majority or all of the  Company's  directors  may, as part of the terms of the
acquisition transaction,  resign and be replaced by new directors without a vote
of the Company's shareholders.

     In connection  with the Company's  acquisition  of a business,  the present
shareholders  of the  Company,  including  officers  and  directors,  may,  as a
negotiated  element of the  acquisition,  sell a portion or all of the Company's
common  stock  held  by  them  at a  significant  premium  over  their  original
investment  in the  Company.  It is not  unusual  for  affiliates  of the entity
participating in the  reorganization to negotiate to purchase shares held by the
present  shareholders  in order to reduce the number of "restricted  securities"
held by persons no longer  affiliated  with the Company  and thereby  reduce the
potential adverse impact on the public market in the Company's common stock that
could result from  substantial  sales of such shares after the  restrictions  no
longer apply. As a result of such sales,  affiliates of the entity participating
in  the  business  reorganization  with  the  Company  would  acquire  a  higher
percentage of equity ownership in the Company. Public investors will not receive
any  portion of the  premium  that may be paid in the  foregoing  circumstances.
Furthermore,  the Company's  shareholders  may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

     In the event  sales of  shares  by  present  shareholders  of the  Company,
including  officers  and  directors,   is  a  negotiated  element  of  a  future
acquisition,  a  conflict  of  interest  may  arise  because  directors  will be
negotiating  for the  acquisition on behalf of the Company and for sale of their
shares for their own respective  accounts.  Where a business opportunity is well
suited  for  acquisition  by  the  Company,   but  affiliates  of  the  business
opportunity  impose a condition  that  management  sell their shares at a price,
which is  unacceptable  to them,  management may not sacrifice  their  financial
interest  for the  Company  to  complete  the  transaction.  Where the  business
opportunity  is not well  suited,  but the price  offered  management  for their
shares is high,  management will be tempted to effect the acquisition to realize
a substantial  gain on their shares in the Company.  Management  has not adopted
any policy for resolving the foregoing potential  conflicts,  should they arise,
and does not intend to obtain an independent  appraisal to determine whether any
price  that may be offered  for their  shares is fair.  Stockholders  must rely,
instead,  on the  obligation of  management to fulfill its fiduciary  duty under
state law to act in the best interests of the Company and its stockholders.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance on exemptions  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,  under certain
conditions,  or at  specified  times  thereafter.  Although  the  terms  of such
registration  rights  and  the  number  of  securities,  if  any,  which  may be
registered  cannot  be  predicted,  it  may be  expected  that  registration  of
securities  by the  Company  in these  circumstances  would  entail  substantial
expense to the Company.  The issuance of substantial  additional  securities and
their  potential  sale into any trading market that may develop in the Company's
securities may have a depressive effect on such market.

     While the actual terms of a transaction to which the Company may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to structure the  acquisition as a so-called

                                       5
<PAGE>

"tax-free"  event under  sections 351 or 368(a) of the Internal  Revenue Code of
1986, (the "Code").  In order to obtain tax-free  treatment under section 351 of
the Code, it would be necessary  for the owners of the acquired  business to own
80% or more of the voting  stock of the  surviving  entity.  In such event,  the
shareholders  of the  Company  would  retain  less  than 20% of the  issued  and
outstanding  shares  of the  surviving  entity.  Section  368(a)(1)  of the Code
provides for  tax-free  treatment of certain  business  reorganizations  between
corporate  entities  where  one  corporation  is  merged  with or  acquires  the
securities or assets of another corporation.  Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company's voting securities.  It is not uncommon,  however, that as a negotiated
element of a  transaction  completed in reliance on section  368, the  acquiring
corporation  issue  securities  in such an amount that the  shareholders  of the
acquired  corporation  hold 50% or more of the  voting  stock  of the  surviving
entity.  Consequently,  there is a substantial possibility that the shareholders
of the Company  immediately  prior to the transaction would retain less than 50%
of the  issued  and  outstanding  shares  of the  surviving  entity.  Therefore,
regardless of the form of the business  acquisition,  it may be anticipated that
stockholders  immediately prior to the transaction will experience a significant
reduction in their percentage of ownership in the Company.

     Notwithstanding  the fact that the  Company is  technically  the  acquiring
entity in the foregoing circumstances,  generally accepted accounting principles
ordinarily  require that such a  transaction  be accounted for as if the Company
had been acquired by the other entity owning the business and,  therefore,  will
not permit a write-up in the carrying value of the assets of the other company.

     The manner in which the Company  participates  in a business will depend on
the nature of the business,  the respective needs and desires of the Company and
other  parties,  the  management of the business,  and the relative  negotiating
strength of the Company and such other management.

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

Operation of Business After Acquisition

     The  Company's  operation  following  its  acquisition  of  a  business  is
dependent on the nature of the business and the interest acquired. The Company's
present  management may or may not have experience in the nature of the acquired
business and is unable to predict  whether the Company will be in control of the
acquired  business or whether the  acquired  business  will be in control of the
Company. It may be additionally expected that the acquired business will present
and be subject to various risks like  governmental  regulation,  competition and
other risks that cannot be predicted at the present time.

Governmental Regulation

     It is impossible to predict the government regulation, if any, to which the
Company may be subject until it has acquired an interest in a business.  The use
of assets  and/or  conduct of  businesses  that the Company  may  acquire  could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest,  management  will  endeavor to  ascertain,  to the
extent of the limited  resources of the Company,  the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however,  such as the  acquisition of an interest in a new or start-up  business
activity,  it may not be  possible to predict  with any degree of  accuracy  the

                                       6
<PAGE>

impact of  government  regulation.  The  inability  to  ascertain  the effect of
government   regulation  on  a  prospective  business  activity  will  make  the
acquisition of an interest in such business a higher risk.

Competition

     The Company  will be involved in intense  competition  with other  business
entities,  many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no  assurance  that  the  Company  will  be  successful  in  obtaining  suitable
investments.

Employees

     The Company is a development  stage company and currently has no employees.
Executive  officers  will devote only such time to the affairs of the Company as
they deem appropriate, which is estimated to be approximately 20 hours per month
per person. 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  businesses.  The need for
employees and their availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business industry.

                         ITEM 2. DESCRIPTION OF PROPERTY

     The Company  utilizes office space at 620 East 3945 South,  Salt Lake City,
UT 84107,  provided by Robert C. Taylor, an officer and director of the Company.
The Company  does not pay rent for this  office  space.  The Company  intends to
reimburse  Mr.  Taylor for  clerical  and  office  expenses,  such as  telephone
charges, copy charges,  overnight courier service,  travel expenses, and similar
costs incurred on Company matters.

                            ITEM 3. LEGAL PROCEEDINGS

     The Company is not a party to any material pending legal  proceedings,  and
to the best of its knowledge, no such proceedings by or against the Company have
been threatened.

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

     No  matter  was  submitted  to a vote  of  security  holders,  through  the
solicitation  of proxies or  otherwise,  during the fiscal year  covered by this
report.

                                    PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no established  trading market for the common stock, and there has
not been a trading market in the Company's common stock for several years.

     Since its inception,  no dividends  have been paid on the Company's  common
stock.  The  Company  intends to retain  any  earnings  for use in its  business
activities,  and does not expect to declare any dividends on the common stock in
the foreseeable future.

     As of December 31, 2001, there were  approximately 124 holders of record of
the Company's Common Stock.


                                       7
<PAGE>

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

Results of Operations

      The Company had no operations and generated no revenue for the years ended
December 31, 2001 and 2000.

     General and  administrative  expenses for the years ended December 31, 2001
and 2000 were  $10,445 and $8,324,  respectively.  These  expenses  consisted of
professional  fees and expenses  incurred to prepare  financial  statements  and
comply with the periodic  report  filing  obligations  of the Company  under the
Securities  Exchange Act of 1934. The Company realized other income of $1,500 as
a result of a refund of professional fees paid in a prior period.

     Due to the  foregoing,  the  Company  realized a net loss of $8,945 for the
year ended  December  31,  2001,  compared  to a net loss of $8,324 for the year
ended  December 31, 2000. The Company does not expect to generate any meaningful
revenue or incur operating  expenses unless and until it acquires an interest in
an operating company.

Liquidity and Capital Resources

     At December 31, 2001, the Company had $1,884 in cash,  accounts  payable of
$1,998,  accounts  payable to a related  party of $2,631,  and a  liability  for
deposit held on a pending stock purchase of $5,000, giving the Company a working
capital  deficit of $7,745.  If the $5,000 deposit is ultimately  applied to the
purchase of stock,  the working  capital  deficit at December  31,  2001,  would
improve to a deficit of $2,745.

     In October 2001,  the Company  received from Seaport  Management  Group,  a
privately held company,  $5,000 to be used to purchase an undetermined amount of
the Company's  authorized  but unissued  common stock.  The Company is currently
negotiating  the  amount  and  value of the  stock  to be  issued.  The  Company
accounted  for this cash receipt as a deposit  held.  The Company  received from
Seaport  Management  Group an  additional  $5,000 In January  2002, as a deposit
toward the  purchase of more shares of common  stock at a value and in an amount
yet to be determined.

     The Company does not have sufficient cash to meet its operational needs for
the next twelve  months.  Management,  like in the past,  will  attempt to raise
capital for its current  operational  needs through loans from related  parties,
debt financing, equity financing or a combination of financing options. However,
there are no existing  understandings,  commitments  or  agreements  for such an
infusion;  nor can there be assurances to that effect.  Moreover,  the Company's
need for capital may change  dramatically if and during that period, it acquires
an interest in a business opportunity.  Unless the Company can obtain additional
financing, its ability to continue as a going concern is doubtful.

     The Company's  current  operating plan is to (i) handle the  administrative
and reporting  requirements of a public  company,  and (ii) search for potential
businesses,  products,  technologies and companies for acquisition.  At present,
the Company has no understandings, commitments or agreements with respect to the
acquisition  of any business  venture,  and there can be no  assurance  that the
Company will identify a business venture suitable for acquisition in the future.
Further,  there can be no  assurance  that the Company  would be  successful  in
consummating  any  acquisition  on  favorable  terms  or that it will be able to
profitably manage any business venture it acquires.


                                       8
<PAGE>

Forward-Looking Statements

     When used in this report, the words "may," "will," "expect,"  "anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events,  conditions,  and financial trends that may affect the
Company's future plans of operations,  business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such factors are discussed under the headings "Item 1.  Description of
Business,"  and "Item 6.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,"  and also include general economic factors
and conditions  that may directly or indirectly  impact the Company's  financial
condition or results of operations.

                          ITEM 7. FINANCIAL STATEMENTS

     The following financial statements of the Company appear at the end of this
report beginning with the Index to Financial Statements on page 14.

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

     The independent auditors of the Company for the nine months ended September
30, 2000 and the fiscal year ended December 31, 1999 were HJ & Associates,  LLC,
formerly Jones Jensen & Company ("HJ"). On May 29, 2001, the Company  terminated
the  engagement  of HJ as its  independent  auditors.  The  accounting  firm  of
Pritchett,  Siler & Hardy,  P.C.  ("PSH")  has  been  approved  by the  Board of
Directors of the Company to serve as independent auditors of the Company for the
years ended  December  31, 2001 and 2000.  The  Company  has been  advised  that
neither PSH nor any of its members or associates has any  relationship  with the
Company or any of its affiliates,  except in the firm's proposed capacity as the
Company's independent auditors.

     During the nine months ended  September  30, 2000 and the fiscal year ended
December 31, 1999,  the financial  statements of the Company did not contain any
adverse opinion or disclaimer of opinion from the Company's  former  independent
auditors,  and were not modified as to  uncertainty,  audit scope, or accounting
principles,  except the reports  issued by HJ  contained a statement  expressing
doubt about the ability of the Company to continue as a going concern due to its
status as a development  stage company with no  significant  operating  results.
During the year ended December 31, 1999 and the nine months ended  September 30,
2000, and from that date to the present,  there were no  disagreements  with the
former independent  auditors on any matter of accounting  principles,  financial
statement  disclosure,  or auditing scope or procedure which, if not resolved to
the former  independent  auditor's  satisfaction,  would have  caused it to make
reference to the subject matter of the disagreement in connection with its audit
report.

                                    PART III

      ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Officers

     The following table gives sets forth the names, ages, and positions of each
officer and director of the Company.


                                       9
<PAGE>

Name                    Age   Positions                           Since

Gary R. Littler         60    President and Director              December 2001

M. Gary Crandall        69    Vice President and Director         January 2002

Robert C. Taylor        68    Secretary, Treasurer and Director   January 2002

     All Directors hold their  positions for one year or until their  successors
are duly elected and qualified.  Officers hold their positions at the discretion
of the Board of Directors.

     The following is information on the business experience of each officer and
director.

     Gary R. Littler has served for the past five years as Senior Vice-President
of Capital  Investment Group,  Inc., a Nevada corporation based in Santa Monica,
California  engaged  in  the  business  of  providing  corporate  and  financial
consulting services.

     M. Gary Crandall has been semi-retired since 1996 and is employed part time
as a sales person with Diamond Auto, a car dealership in Salt Lake City, Utah.

     Robert C.  Taylor has served for the past five years as the  President  and
Chief  Executive  Officer of HTS Leasing  Company,  a privately  held  equipment
leasing company based in Salt Lake City, Utah.

Board and Committee Meetings

     In the fiscal year ended  December 31, 2001,  the board of directors of the
Company did not meet, but acted through written consents of the board. There are
no standing committees of the board of directors.

Other Shell Company Activities

     The  possibility  exists that one or more of the officers and  directors of
the Company could become  officers  and/or  directors of other shell  companies,
although  they have no  intention  of doing so at the  present  time.  There are
certain   conflicts  of  interest  inherent  with  the  officers  and  directors
participating in other shell companies,  which may be difficult or impossible to
resolve in the best  interests of the Company.  Failure by management to conduct
the Company's  business in the best interest of the  shareholders  may result in
liability of management of the Company to its shareholders.

                         ITEM 10. EXECUTIVE COMPENSATION

     During the fiscal years ended December 31, 2001, 2000, and 1999, no officer
or director  received any direct or indirect  compensation for services rendered
on behalf of the Company. The Company has no agreement or understanding, express
or implied,  with any  officer,  director,  or principal  stockholder,  or their
affiliates or associates,  regarding employment with the Company or compensation
for services. The Company has no plan, agreement,  or understanding,  express or
implied,  with  any  officer,  director,  or  principal  stockholder,  or  their
affiliates or  associates,  regarding the issuance to such persons of any shares
of the Company's authorized and unissued common stock. There is no understanding
between the Company and any of its present stockholders  regarding the sale of a
portion or all of the common stock currently held by them in connection with any
future  participation  by the Company in a business.  There are no other  plans,
understandings,   or  arrangements   whereby  any  of  the  Company's  officers,
directors, or principal stockholders,  or any of their affiliates or associates,
would receive  funds,  stock,  or other assets in connection  with the Company's


                                       10
<PAGE>

participation  in a business.  No advances have been made or contemplated by the
Company to any of its officers,  directors, or principal stockholders, or any of
their affiliates or associates.

            ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

     The  following  table sets forth as of February  15,  2002,  the number and
percentage of the 32,447,000 shares of outstanding common stock which, according
to the information supplied to the Company,  were beneficially owned by (i) each
person who is  currently  an officer and  director  appointee,  (ii) all current
officers and director  appointees as a group,  and (iii) each person who, to the
knowledge  of the  Company,  is the  beneficial  owner  of  more  than 5% of the
outstanding common stock.  Except as otherwise  indicated,  the persons named in
the table have sole  voting  and  dispositive  power with  respect to all shares
beneficially owned, subject to community property laws where applicable.

                                             Common              Percent
Name and Address                             Shares              of Class

Gary R. Littler (1)                        20,000,000             72.87
506 Santa Monica Blvd., Ste. 327
Santa Monica, CA 90401

M. Gary Crandall (1)                          -0-                  -0-
5912 South 1490 East
Salt Lake City, UT 84121

Robert C. Taylor (1)                          -0-                  -0-
620 East 3945 South
Salt Lake City, UT 84107

All officers and directors                 20,000,000             72.87
  as a Group (3 persons)

(1)   Officer or Director of the Company.

            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Gary R.  Littler  advanced  $2,631 to the  Company  during  the year  ended
December 31, 2001,  to cover Company  expenses.  No interest is being accrued on
the advances.  In October  2001,  the Company  received from Seaport  Management
Group, a privately held company,  $5,000 to be used to purchase an  undetermined
amount of the Company's  authorized  but unissued  common stock.  The Company is
currently  negotiating  the  amount  and  value of the stock to be  issued.  The
Company  accounted for this cash receipt as a deposit held. The Company received
from Seaport Management Group an additional $5,000 In January 2002, as a deposit
toward the  purchase of more shares of common  stock at a value and in an amount
yet to be determined.

     The Company  utilizes office space at 620 East 3945 South,  Salt Lake City,
UT 84107,  provided by Robert C. Taylor, an officer and director of the Company.
The Company  does not pay rent for this  office  space.  The Company  intends to
reimburse  Mr.  Taylor for  clerical  and  office  expenses,  such as  telephone
charges, copy charges,  overnight courier service,  travel expenses, and similar
costs incurred on Company matters.


                                       11
<PAGE>

                  ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K

     On  January  4,  2002,  the  Company  filed a  current  report  on Form 8-K
reporting  under Item 1, a change of control as a result of the  appointment  of
two new directors to fill the vacancies in the board of directors resulting from
the resignations of two prior directors.

Exhibits

    SEC Ref No.                 Title of Document                  Location

        3.1                 Articles of Incorporation                (1)
        3.2                           Bylaws                         (1)
        16.1              Letter on change in certifying             (2)
                                    accountant

(1) Filed on  February  23,  2001,  with the SEC as an exhibit to the  Company's
annual  report on Form 10-KSB for the fiscal year ended  December 31, 1999,  and
incorporated herein by this reference.

(2) Filed on June 5, 2001,  with the SEC as an exhibit to the  Company's  annual
report  on Form  10-KSB  for the  fiscal  year  ended  December  31,  2000,  and
incorporated herein by this reference.


                                       12
<PAGE>


                                   SIGNATURES

      In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    VENTURES-UNITED, INC.


Dated:  March 26, 2002              By: /s/ Gary R. Littler, President


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


Dated:  March 26, 2002              By: /s/ Gary R. Littler, Director


Dated:  March 24, 2002              By: /s/ Robert C. Taylor, Director and Chief
                                            Financial and Accounting Officer


Dated:  March 25, 2002              By: /s/ M. Gary Crandall, Director


                                       13
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                              VENTURES-UNITED, INC.
                          [A Development Stage Company]




                                    CONTENTS

                                                                       PAGE

          Independent Accountant's Report                               15

          Balance Sheet, December 31, 2001                              16

          Statements of Operations, for the years ended                 17
          December 31, 2001 and 2000 and from
          inception on February 10,1986 through
          December 31, 2001

          Statement of Stockholders' Equity, from                       18
          inception on February 10, 1986 through
          December 31, 2001

          Statements of Cash Flows, for the years ended                 20
          December 31, 2001 and 2000 and from inception
          on February 10, 1986 through December 31, 2001

          Notes to Financial Statements                                 21



                                       14
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


Board of Directors
VENTURES-UNITED, INC.
Salt Lake City, Utah

We have  audited the  accompanying  balance  sheet of  Ventures-United,  Inc. [a
development  stage company] at December 31, 2001, and the related  statements of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
December  31, 2001 and 2000 and for the period from  inception  on February  10,
1986  through   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  audits.  The  financial
statements of  Ventures-United,  Inc. as of and for the year ended  December 31,
1999 were  audited by other  auditors  whose  report,  dated  October  19,  2000
expressed an unqualified  opinion on these financial  statements and included an
explanatory paragraph expressing concern about the Company's ability to continue
as a going concern.  The financial statements as of December 31, 1999 reflect an
accumulated deficit of $1,398,397. The other auditors' report has been furnished
to us, and our opinion,  insofar as it relates to the amounts  included for such
prior periods, is based solely on the report of the other auditors.

We conducted our audit in accordance with generally accepted auditing standards.
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,  based on our audit and the report of the other  auditors,  the
financial statements audited by us present fairly, in all material respects, the
financial  position of  Ventures-United,  Inc. as of December 31, 2001,  and the
results of its  operations  and its cash flows for the years ended  December 31,
2001 and 2000 and for the period from  inception  on February  10, 1986  through
December 31, 2001, in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a  going  concern.  As  discussed  Note  2 to  the  financial
statements,  the Company has  incurred  losses  since its  inception  and has no
on-going  operations.  Further, the Company has current liabilities in excess of
current assets.  These factors raise  substantial doubt about the ability of the
Company to continue as a going concern.  Management's  plans in regards to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.

January 15, 2002
Salt Lake City, UT

                                       15
<PAGE>


                             VENTURES - UNITED, INC.
                          [A Development Stage Company]

                                  BALANCE SHEET


                                     ASSETS


                                                                  December 31,
                                                                      2001
                                                                  ------------
CURRENT ASSETS:
   Cash                                                           $      1,884
                                                                  ------------
          Total Current Assets                                           1,884
                                                                  ------------
                                                                  $      1,884
                                                                  ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                                               $      1,998
   Advances from a related party                                         2,631
   Deposits held                                                         5,000
                                                                  ------------
          Total Current Liabilities                                      9,629
                                                                  ------------

STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock, $.001 par value,
     500,000,000 shares authorized,
     32,447,000 shares issued and
     outstanding                                                        32,447
   Capital in excess of par value                                    1,375,474
   Deficit accumulated during the
     development stage                                              (1,415,666)
                                                                  ------------
          Total Stockholders' Equity (Deficit)                          (7,745)
                                                                   -----------
                                                                  $      1,884
                                                                  ------------



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

                                       16
<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                            STATEMENTS OF OPERATIONS


                                                                       From
                                                     For the       Inception on
                                                  Years Ended      February 10,
                                                 December 31,      1986, Through
                                            ---------------------  December 31,
                                                2001      2000         2001
                                            ---------- -------------------------
REVENUE                                      $       -  $       - $           -

COST OF SALES                                        -          -             -
                                            ---------- -------------------------
GROSS PROFIT                                         -          -             -

EXPENSES:
   General and Administrative                   10,445     (8,324)    1,417,166
                                            ---------- -------------------------
LOSS BEFORE OTHER INCOME                       (10,445)    (8,324)   (1,417,166)

OTHER INCOME                                     1,500          -         1,500
                                            ---------- -------------------------
LOSS FROM OPERATIONS
  BEFORE INCOME TAXES                           (8,945)    (8,324)   (1,415,666)

CURRENT TAX EXPENSE                                  -          -             -

DEFERRED TAX EXPENSE                                 -          -             -
                                            ---------- -------------------------
NET LOSS                                    $   (8,945) $  (8,324) $ (1,415,666)
                                            ------------------------------------

LOSS PER COMMON SHARE                       $     (.00) $    (.00) $       (.12)
                                            ------------------------------------





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

                                       17
<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                        STATEMENT OF STOCKHOLDERS' EQUITY

                 FROM THE DATE OF INCEPTION ON FEBRUARY 10, 1986

                            THROUGH DECEMBER 31, 2001
<TABLE>
<S>                                         <C>          <C>      <C>       <C>
                                                                             Deficit
                                                                             Accumulated
                                                  Common Stock    Capital in During the
                                            --------------------- Excess of  Development
                                                Shares    Amount  Par Value  Stage
                                            --------------------------------------------
BALANCE, February 10, 1986                            -  $      - $       - $         -

Issuance of common stock for cash
  at $.015 per share                          7,000,000     7,000    98,000           -

Issuance of common stock for services
  rendered at $.10 per share                  1,000,000     1,000    99,000           -

Issuance of common stock from conversion
  of warrants at $.10 per share                 120,000       120    11,880           -

Issuance of common stock for marketing and
  manufacturing rights at $.75 per share      1,267,000     1,267   948,983           -

Issuance of common stock for equipment
  at $.75 per share                             131,788       132    98,709           -

Issuance of common stock to acquire American
  Financial Systems at $.75 per share           200,000       200   149,800           -

Stock offering costs                                  -         -   (31,065)          -

Net loss from inception on February 10, 1986
  through December 31, 1996                           -         -        -   (1,386,592)
                                            --------------------------------------------
BALANCE, December 31, 1996                    9,718,788     9,719  1,375,307 (1,386,592)

Contributed capital for expenses                      -         -      1,566          -

Net loss for the year ended December 31, 1997         -         -          -       (100)
                                            --------------------------------------------
BALANCE, December 31, 1997                    9,718,788     9,719  1,376,873 (1,386,692)

Net loss for the year ended December 31, 1998         -        -          -        (165)
                                            --------------------------------------------
BALANCE, December 31, 1998                    9,718,788     9,719  1,376,873 (1,386,857)

Issuance of common stock for cash at
  $.001 per share                            20,000,000    20,000         -           -

Canceled shares of common stock at
  $.001 per share                            (1,000,000)   (1,000)        -           -

Net loss for the year ended December 31, 1999         -        -          -     (11,540)
                                            --------------------------------------------
</TABLE>

                                   [Continued]
                                       18
<PAGE>


                                     VENTURES-UNITED, INC.
                                 [A Development Stage Company]

                               STATEMENT OF STOCKHOLDERS' EQUITY

                        FROM THE DATE OF INCEPTION ON FEBRUARY 10, 1986

                                   THROUGH DECEMBER 31, 2001

                                          [CONTINUED]
<TABLE>
<S>                                         <C>          <C>      <C>       <C>
                                                                             Deficit
                                                                             Accumulated
                                                  Common Stock    Capital in During the
                                            --------------------- Excess of  Development
                                                Shares    Amount  Par Value  Stage
                                            --------------------------------------------

BALANCE, December 31, 1999                  28,718,788    28,719  1,376,873  (1,398,397)

Canceled shares of common stock at
  $.002 per share on January 19, 2000       (1,398,788)   (1,399)    (1,399)          -

Issuance of common stock for services
  rendered at $.001 per share on September
  29, 2000                                     127,000       127          -           -

Issuance of common stock for cash at $.001
  per share on December 30, 2000             5,000,000     5,000          -           -

Net loss for the year ended December 31, 2000        -         -          -      (8,324)
                                            --------------------------------------------
BALANCE, December 31, 2000                  32,447,000    32,447  1,375,474  (1,406,721)

Net loss for the year ended December 31, 2001        -         -          -      (8,945)
                                            --------------------------------------------
BALANCE, December 31, 2000                  32,447,000 $  32,447 $1,375,474 $(1,415,666)
                                            --------------------------------------------
</TABLE>










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

                                       19
<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


                                                                            From
                                                     For the        Inception on
                                                  Years Ended      February 10,
                                                 December 31,      1986, Through
                                             --------------------  December 31,
                                                2001      2000         2001
                                             -----------------------------------
Cash Flows From Operating Activities:
  Net loss                                   $  (8,945) $  (8,324) $ (1,415,666)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
   Non-cash expenses paid by stock issuance          -        127     1,299,218
   Contributed capital for expenses                  -          -         1,566
   Changes is assets and liabilities:
      Increase (decrease) in accounts payable   (3,568)     5,466         1,998
                                             -----------------------------------
       Net Cash (Used) by Operating Activities (12,513)    (2,731)     (112,884)
                                             -----------------------------------
Cash Flows From Investing Activities                 -          -             -
                                             -----------------------------------
       Net Cash Provided (Used) by Investing
       Activities                                    -          -             -
                                             -----------------------------------
Cash Flows From Financing Activities:
  Advances from a related party                  2,631          -         2,631
  Received deposits held                         5,000          -         5,000
  Purchase and Cancellation of shares                -     (2,798)       (3,798)
  Proceeds from issuance of common stock             -      5,000       142,000
  Stock offering costs                               -          -       (31,065)
                                             -----------------------------------
       Net Cash Provided by Financing Activities 7,631      2,202       114,768
                                             -----------------------------------
Net Increase (Decrease) in Cash                 (4,882)      (529)        1,884

Cash at Beginning of Period                      6,766      7,295             -
                                             -----------------------------------
Cash at End of Period                        $   1,884  $   6,766  $      1,884
                                             -----------------------------------

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                 $       -  $       - $           -
    Income taxes                             $       -  $       - $           -

Supplemental Schedule of Noncash Investing and Financing Activities:

   For the year ended December 31, 2001:
      None

   For the year ended December 31, 2000:
      The Company issued 127,000 shares of common stock for services rendered at
      $.001 per share.


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

                                       20
<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization -  Ventures-United,  Inc. ("the  Company") was organized under
     the laws of the  State of Utah on  February  13,  1986 for the  purpose  of
     seeking a favorable  business  opportunity.  The Company  currently  has no
     on-going  operations  and is  considered  a  development  stage  company as
     defined in Statement of Financial  Accounting  Standards No. 7. The company
     is  currently   seeking  business   opportunities  or  potential   business
     acquisitions.

     Loss Per Share - The computation of loss per share of common stock is based
     on the weighted  average  number of shares  outstanding  during the periods
     presented,  in accordance with Statement of Financial  Accounting Standards
     No. 128, "Earnings Per Share" [See Note 8].

     Cash and Cash  Equivalents  - For purposes of the  statement of cash flows,
     the Company  considers all highly liquid debt investments  purchased with a
     maturity of three months or less to be cash equivalents.

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

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No.  141,  "Business  Combinations",   SFAS  No.  142,
     "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset
     Retirement  Obligations",  and SFAS No. 144, "Accounting for the Impairment
     or Disposal of Long-Lived Assets", were recently issued. SFAS No. 141, 142,
     143 and 144 have no current applicability to the Company or their effect on
     the consolidated financial statements would not have been significant.

NOTE 2 - 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.  However,  the Company has incurred  losses
     since its inception and has no on-going  operations.  Further,  the Company
     has current  liabilities in excess of current  assets.  These factors raise
     substantial  doubt  about the ability of the Company to continue as a going
     concern.   In  this  regard,   management  is  seeking  potential  business
     opportunities and is proposing to raise any necessary  additional funds not
     provided by operations through loans and/or through additional sales of its
     common stock or through the  acquisition  of another  Company.  There is no
     assurance that the Company will be successful in raising additional capital
     or achieving profitable operations. The financial statements do not include
     any adjustments that might result from the outcome of these uncertainties.


                                       21
<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - DEPOSITS HELD

     In October  2001,  the  Company  received  $5,000 to be used to purchase an
     undetermined amount of the Company's  authorized but unissued common stock.
     The Company is  currently  negotiating  the amount and value of stock to be
     issued.  The Company has accounted for this cash receipt as a deposit held.
     The Company  received an another $5,000  subsequent to December 31, 2001 as
     an additional deposit toward the purchase of common stock [See Note 9].

NOTE 4 - COMMON STOCK

     Stock Issuance - On December 20, 2000, the Company issued  5,000,000 shares
     of previously  authorized but unissued  common stock for cash of $5,000 (or
     $.001 per share).

     On September  29, 2000,  the Company  issued  127,000  shares of previously
     authorized but unissued common stock for services rendered, valued at $127,
     (or $.001 per share).

     Stock Cancellation - On January 19, 2000, the Company canceled 1,398,788 of
     common stock valued at $2,798 (or $.002 per share).

NOTE 5 - OTHER INCOME

     During 2001, the Company  recorded other income of $1,500,  which consisted
     of a refund of legal fees expensed in prior years.

NOTE 6 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating  loss or tax  credit  carryforwards.  At  December  31,  2001 the
     Company has available unused operating loss  carryforwards of approximately
     $29,100,  which may be  applied  against  future  taxable  income and which
     expire in various years through 2021.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization  of the loss  carryforwards  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately  $9,900  and  $6,800  as  of  December  31,  2001  and  2000,
     respectively,  with an  offsetting  valuation  allowance of the same amount
     resulting in a change in the valuation  allowance of  approximately  $3,100
     during the year ended December 31, 2001.


                                       22
<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 7 - RELATED PARTY TRANSACTIONS

     Management Compensation - During the years ended December 31, 2001 and 2000
     the Company did not pay any  compensation to any  officer/directors  of the
     Company.

     Advances - A  shareholder  has advanced  cash to the company to pay certain
     expenses.  The amount of these advances is shown as advances from a related
     party.  During the year ended December 31, 2001, $2,631 was advanced by the
     shareholder  to pay company  expenses.  No interest is being accrued on the
     advances.

NOTE 8 - LOSS PER SHARE

     The  following  data show the amounts used in computing  loss per share and
     the effect on income and the weighted  average number of shares of dilutive
     potential common stock for the periods presented:

                                                                       From
                                                    For the        Inception on
                                                  Years Ended      February 10,
                                                 December 31,      1986, Through
                                            _____________________  December 31,
                                                2001      2000         2001
                                            ------------------------------------

     Loss from continuing operations available
       to common stockholders (numerator)   $  (8,945) $   (8,324) $ (1,415,666)
                                            ------------------------------------
     Weighted average number of common shares
       outstanding used in earnings per share
       during the period (denominator)     32,447,000  27,438,546    12,503,773
                                            ------------------------------------

     Dilutive  loss per share was not  presented,  as the  Company had no common
     equivalent   shares  for  all  periods  presented  that  would  effect  the
     computation of diluted loss per share.

NOTE 9 - SUBSEQUENT EVENT

     On January 18, 2002, the Company received a deposit of $5,000 (bringing the
     total to $10,000 received) to be used to purchase an undetermined amount of
     the Company's authorized but unissued common stock [See Note 3].


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