UNITED STATES
                       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

[ ] 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: 000-33305

                                Reel Staff, Inc.
                                ----------------
             (Exact name of registrant as specified in its charter)

Nevada                                                               95-4863690
------                                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

1069 South Alfred Street, Los Angeles, California                         90035
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                 (323) 359-1531
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

          1402 Veteran Avenue, Suite B, Los Angeles, California, 90024
          ------------------------------------------------------------
                         (Former Address of Registrant)

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

  Title of each class registered:    Name of each exchange on which registered:
  -------------------------------    ------------------------------------------

                None                                    None
                ----                                    ----

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

                        Common Stock, Par Value $.001
                        -----------------------------
                              (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes   [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.


State issuer's revenues for its most recent fiscal year. $5,485.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 21, 2002, approximately $0.

As of March 21, 2002, there were 5,673,750 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                     [ ] Yes    [X] No



                                       1
<PAGE>



                                     PART I

Item 1. Description of Business.
--------------------------------

Our Background.  We were incorporated in Nevada on May 21, 2001.

Our Business. We provide staffing services to film, video and television
production companies. Our staffing services currently consist of providing
production-staffing services including production assistants, coordinators and
managers. Customers for our production-staffing services primarily include large
to mid-sized companies engaged in movie and film production. We have provided
production assistants and coordinators for film projects at Alta Vista Pictures
and Palomar Pictures. We have also provided services to the production of
short-term projects such as documentaries, music videos, films, commercials and
other small-scale assignments. We currently market our services through the
relationships and contacts of our president, Renee McCracken.

Our objective is to provide high quality staff that is skilled and reliable
which we believe will increase the number of projects performed for existing
clients and customers. We are attempting to develop relationships with all types
of entertainment related companies so that we can increase our customer base. We
believe that the entertainment industry is based on relationships and therefore
we intend to develop relationships with as entertainment related companies and
people in the entertainment industry as possible.

We have also developed relationships with film and video crews, such as back
line technicians, carpenters, lighting designers, lighting technicians, riggers,
sound designers, stage and scenery designers and other skilled laborers. We are
currently attempting to develop relationships with production companies who need
the services of those types of crewmembers so that we can place them in various
productions. To date, we have not generated any revenues from the placement of
technical production staff, although we hope to generate revenues from the
placement of technical staff in 2002. We intend to cultivate our existing and
prospective relationships with our clients so that we become one of their
sources for technical production staff. We believe that outsourcing of technical
production staff in the entertainment industry represents a growing trend among
film and television businesses that contract with third parties to provide
particularized services, skills or labor at an agreed price over a designated
period.

We are also trying to develop relationships with casting agencies so that we can
increase the size of our customer base. We believe that we can generate revenues
by providing production assistants, coordinators and managers to casting
agencies who need temporary staff on casting calls and other services performed
by casting agencies.

If we generate significant revenues and our operations grow, we anticipate that
we may expand our operations to include staffing services for postproduction
work. We believe that it is difficult to obtain jobs for postproduction work
because there are fewer roles which need to be filled in postproduction work. In
order to obtain jobs for postproduction work, we believe we will have to enhance
our reputation with our current clients by providing staff with high skill
level. It may require a significant period of time to develop the necessary
relationships. Therefore, we do not anticipate that we will be able to expand
our operations to include staffing services for postproduction work until the
fourth quarter of 2002 at the earliest. We do not believe that it will require
any significant amount of funds to expand our services to include postproduction
work other than those funds for marketing expenses which may be necessary to
develop relationships.

Our Target Markets. We will provide our services to the film, television and
video industry as well as to the motion picture industry. The current motion
picture industry in the United States includes the production and theatrical or
television screening of feature-length motion pictures and the subsequent
distribution of such pictures in home video and ancillary markets. The industry
is dominated by the major studios including Universal Pictures, Warner Brothers,
including Turner Pictures, New Line Cinema and Castle Rock Entertainment,
Twentieth Century Fox, Sony Pictures Entertainment, including Columbia Pictures
and Tristar Pictures, Paramount Pictures, The Walt Disney Company, including
Buena Vista, Touchstone and Miramax, and MGM, including Metro Goldwyn Mayer
Pictures, United Artists Pictures, Orion Pictures and Goldwyn Entertainment
Company. These majors have traditionally produced and distributed the majority
of theatrical motion pictures, and made-for-TV movies. However, independent
motion picture production companies have also played an important role in the
production of motion pictures for the worldwide feature film and made-for-TV
markets.


                                       2
<PAGE>


Our production staffing segment customers will primarily of small to mid-sized
companies engaged in movie and film production. Companies in this market segment
are engaged in the development and production of short-term projects such as
documentaries, videos, films, commercials and other small-scale assignments.
Sales to these businesses are developed either locally or regionally and the
services, skills and labor offered will generally, include film and video crews,
such as back line technicians, carpenters, lighting designers, lighting
technicians, riggers, sound designers, stage and scenery designers and other
skilled laborers.

Growth Strategy.  Our ability to generate  internal growth will be affected by a
number of factors, including our ability to:

o             negotiate acceptable contracts with production companies. We need
              to further develop our relationships with our current clients so
              that we can negotiate acceptable contracts for our staffing
              services. We believe the time frame to accomplish this strategy is
              three to six months.
o             expand the range of services we offer to customers to address
              their evolving needs. In order to accomplish this strategy, we
              believe it is necessary to develop additional relationships with
              production staff and technical staff and develop new relationships
              with postproduction staff. We believe the time frame to accomplish
              this strategy is six to eighteen months.
o             attract new customers. We need to develop relationships with all
              types of entertainment related companies so that we can increase
              our customer base. We believe the time frame to accomplish this
              strategy is six to twelve months.
o             increase the number of projects performed for existing customers.
              If we perform high quality service and staff for our current
              clients, we believe the number of projects will increase. We
              believe the time frame to accomplish this strategy is three
              months.
o             hiring, training, and retaining employees. We intend to work only
              with staff that possesses experience and training. We believe the
              time frame to accomplish this strategy is three to six months.
o             expand our service areas. In order to expand our service areas, we
              need to generate significant revenues and develop additional
              relationships with companies in other areas. We believe the time
              frame to accomplish this strategy is twelve to twenty four months.
o             maintain low operating and overhead expenses. We intend to
              continue using resources provided by our officers and directors,
              such as office space. We believe the time frame to accomplish this
              strategy is three months.

Many of the factors affecting our ability to generate internal growth may be
beyond our control, and we cannot be certain that our strategies will be
successful or that we will be able to generate cash flow sufficient to fund our
operations and to support internal growth. Our inability to achieve internal
growth could materially and adversely affect our business, financial condition
and results of operations.

Competition. The temporary services industry is highly fragmented and
competitive with limited barriers to entry. We believe that there are
approximately five firms that compete with us in the film, television and video
markets, and numerous small or single-office firms. Among those competitors, we
rank near the bottom of the small or single-office firms because we are a new
business. Existing competitors that engage in staffing technical film production
personnel include Media Central, Maslow Media, and Filcro Media Staffing. Those
competitors have nationwide operations with substantially greater resources than
we do, which among other things could enable them to attempt to maintain or
increase their market share by enabling them to negotiate more favorable terms
with an employer, obtain a greater pool of qualified temporary employees and
engage in more effective advertising and marketing activities. We believe that
our primary competitors include small or single-office firms.

We believe that the most important competitive factors in obtaining and
retaining our targeted clients are an understanding of a customer's specific job
requirements, the ability to provide qualified temporary personnel in a timely
manner and the quality and price of services. The primary competitive factors in
obtaining qualified candidates for temporary employment assignments are wages,


                                       3
<PAGE>


benefits and responsiveness to work schedules. Current and potential competitors
have established or may establish cooperative relationships among themselves or
directly with vendors and potential sponsors to obtain exclusive or
semi-exclusive rights regarding the services or goods that they provide. We
expect ongoing vigorous competition and pricing pressure from national, regional
and local providers. We cannot guaranty that we will be able to obtain market
share or profitability.

Government Regulation. Our services are subject to federal, state and local laws
and regulations concerning business activities generally. We are also subject to
regulation by federal, state and local agencies concerning the payment of
employee taxes, and provision of worker related insurance coverage. We will be
responsible for all employee-related expenses for our staff and temporary
employees, including workers' compensation, unemployment insurance, social
security taxes, state and local taxes and other general payroll expenses. Where
public insurance is unavailable, we plan to privately implement a deductible
workers' compensation program through a qualified insurer, based on actual
payroll. If actual payroll exceeds the estimated amount, we may owe additional
workers' compensation premiums for the policy year. We cannot guaranty that we
will be able to provide this level of coverage however because we are newly
formed and lack the capital to insure at this level.

Our Website www.reelstaff.com. Our current website displays our corporate logo
and contact information and provides a general description of the services that
we provide. Our site is intended as a corporate presence website, which means
that we use the site as a brochure for our services. We launched our website in
August 2001.

During the next twelve months, we intend to further develop our website. We
believe that our website can be used as both an informational and marketing tool
to increase our market presence. We propose to post a summary of our services as
well as a list of available jobs and qualified employees on our website to
facilitate the placement process. We believe that we can use our website to sell
our services as well as increase brand awareness. We believe the estimated cost
to expand our website will be approximately $2,500.

Our Intellectual Property. We do not presently own any patents, trademarks,
licenses, concessions or royalties, although we have filed a state trademark
application for our corporate logo with the California trademark office. Our
success may depend in part upon our ability to preserve our trade secrets,
obtain and maintain patent protection for our technologies, products and
processes, and operate without infringing the proprietary rights of other
parties. However, we may rely on certain proprietary technologies, trade
secrets, and know-how that are not patentable. Although we may take action to
protect our unpatented trade secrets and our proprietary information, in part,
by the use of confidentiality agreements with our employees, consultants and
certain of our contractors, we cannot guaranty that:

o        these agreements will not be breached;
o        we would have adequate remedies for any breach; or
o        our proprietary trade secrets and know-how will not otherwise become
         known or be independently developed or discovered by competitors.

We cannot guaranty that our actions will be sufficient to prevent imitation or
duplication of either our products and services by others or prevent others from
claiming violations of their trade secrets and proprietary rights.

We own the Internet domain name www.reelstaff.com. Under current domain name
registration practices, no one else can obtain an identical domain name, but
someone might obtain a similar name, or the identical name with a different
suffix, such as ".org", or with a country designation. The regulation of domain
names in the United States and in foreign countries is subject to change, and we
could be unable to prevent third parties from acquiring domain names that
infringe upon or otherwise decrease the value of our domain names.

Our Research and Development. We are not currently conducting any research and
development activities other than the development of our website. We do not
anticipate conducting such activities in the near future.

Employees. As of March 21, 2002, we have one full time employee and one part
time employee. We believe that our relations with our employees are good. We are
not a party to any collective bargaining agreements. We anticipate entering into
an employment contract with Renee McCracken if we generate more significant
revenues. Although we do not know the terms of that proposed agreement, we hope
to enter into an employment agreement with Ms. McCracken with a term of at least
one year with compensation contingent on us becoming profitable.


                                       4
<PAGE>


Facilities. Our administrative offices are located 1069 South Alfred Street, Los
Angeles, California,  90035. We believe that our facilities are adequate for our
needs. We do not own any real estate.

Item 2.  Description of Property.
---------------------------------

Property held by us. As of the date specified in the following table, we held
the following property:

 ================================ ============================
            Property                   December 31, 2001
 -------------------------------- ----------------------------
 Cash                                                  $2,466
 ================================ ============================

Our Facilities.  Our headquarters  are located at 1069 South Alfred Street,  Los
Angeles,  California  90035. We believe that our facilities are adequate for our
needs and that additional  suitable space will be available on acceptable  terms
as required. We do not own any real estate.

Item 3.  Legal Proceedings.
----------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

Item 4.  Submission of Matters to Vote of Security Holders
-----------------------------------------------------------
Not applicable.

                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

Prices of Common Stock. Since January 2002, we have been eligible to participate
in the OTC Bulletin Board, an electronic quotation medium for securities traded
outside of the Nasdaq Stock Market, and prices for our common stock are
published on the OTC Bulletin Board under the trading symbol "RELS". This market
is extremely limited and the prices quoted are not a reliable indication of the
value of our common stock. Since January 2002, our common stock has not traded.
The price per share is currently $0.00 per share.

There are no shares that can be sold pursuant to Rule 144 promulgated pursuant
to the Securities Act of 1933. There are no outstanding options or warrants to
purchase, or securities convertible into, shares of our common stock. There are
no outstanding shares of our common stock that we have agreed to register under
the Securities Act for sale by security holders. The approximate number of
holders of record of shares of our common stock is twenty-seven.

In May 2001, we issued 440,000 shares to Thomas E. Stepp, Jr., an employee of
Stepp Law Group, which served as our former legal counsel, in exchange for
services provided to us, which were valued at $440. In November 2001, we
redeemed those 440,000 shares of common stock owned by Mr. Stepp in exchange for
$440.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.


                                       5
<PAGE>


Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

o        a description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;
o        a description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;
o        a brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;
o        a toll-free telephone number for inquiries on disciplinary actions;
o        definitions of significant terms in the disclosure document or in the
         conduct of trading in penny stocks; and
o        such other information and is in such form (including language, type,
         size and format), as the Securities and Exchange Commission shall
         require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

o        the bid and offer quotations for the penny stock;
o        the compensation of the broker-dealer and its salesperson in the
         transaction;
o        the number of shares to which such bid and ask prices apply, or other
         comparable information relating to the depth and liquidity of the
         market for such stock; and
o        monthly account statements showing the market value of each penny stock
         held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Item 6. Management's Discussion and Analysis of Financial Condition or Plan of
Operation.
-------------------------------------------------------------------------------

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.


                                       6
<PAGE>


Liquidity and Capital Resources. We had cash of $2,466 as at December 31, 2001.
We believe that our available cash is sufficient to pay our day-to-day
expenditures. Our total assets were approximately $2,466 and our total
liabilities were approximately $5,000 as at December 31, 2001. Our sole
liability at December 31, 2001, was represented by accounts payable and accrued
expenses. On March 20, 2002, we entered into a promissory note in the amount of
$25,000 with an unrelated party. The note matures on March 20, 2003, and carries
an interest rate of 8% due at maturity.

Results of Operations.

Revenue. From May 21, 2001, our date of inception, to December 31, 2001, we
realized revenues of approximately $5,485 from providing production staffing
services. We hope to generate more revenues as we expand our customer base.

Operating Expenses. For the period ended December 31, 2001, our total operating
expenses were approximately $25,354. The majority of those expenses were
represented by legal and professional fees of $19,163, and $4,100 for consulting
services. We also had $1,475 in marketing expenses and $616 in office supplies
and expenses. From our inception on May 21, 2001 to December 31, 2001 we
experienced a net loss of $19,869.

Our Plan of Operation for the Next Twelve Months. We generated revenues of
$5,485 from our inception on May 21, 2001 through December 31, 2001. In our
management's opinion, to effectuate our business plan in the next twelve months,
the following events must occur:

1.       We must continue to provide production-staffing services including
         production assistants, coordinators and managers in order to generate
         revenues. We have provided services to Alta Vista Pictures, Palomar
         Pictures, NBC and various small production companies. Any revenues
         generated will be used to increase our marketing activities as well as
         expand our operations.

2.       We must also increase the number of projects performed for existing
         customers. If we perform high quality services and provide competent
         staff to our current clients, we believe the number of projects will
         increase.

3.       We must continue to develop relationships and market our staffing
         services. We currently market our services through the relationships
         and contacts of our President, Renee McCracken. Ms. McCracken has
         contacts in the entertainment industry and we have focused our
         marketing activities around those contacts and relationships. We need
         to develop additional relationships with various entertainment-related
         companies so that we can increase our customer base.

4.       We must expand our marketing activities to further develop
         relationships with our clients and production companies. We hope to
         cultivate our existing and prospective relationships with our clients
         so that we can become their primary source for production staff. We
         believe that we can develop additional relationships with clients by
         diversifying our service offering to include casting services for film,
         television, and video productions.

We expect that, in the near term, our operating expenses will increase by
approximately $1,000 per month. We will use the increased expenses for marketing
and promotional activities.

We had cash of $2,466 as of December 31, 2001. On March 20, 2002, we entered
into a promissory note in the amount of $25,000 with an unrelated party. In the
opinion of management, our current cash will satisfy our working capital
requirements through the next twelve months. Our forecast for the period for
which our financial resources will be adequate to support our operations
involves risks and uncertainties and actual results could fail as a result of a
number of factors. We anticipate that we may need to raise additional capital to
expand our operations. Such additional capital may be raised through public or
private financing as well as borrowings and other sources. We cannot guaranty
that additional funding will be available on favorable terms, if at all. If
adequate funds are not available, then our ability to expand our operations may
be adversely affected. If adequate funds are not available, we believe that our
officers and directors will contribute funds to pay for our expenses. Therefore,
we have not contemplated any plan of liquidation in the event that we do not
generate revenues.


                                       7
<PAGE>


We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting such
activities in the near future. We do not anticipate that we will purchase or
sale of any significant equipment. In the event that we generate significant
revenues and expand our operations, then we may need to hire additional
employees or independent contractors.

Item 7.  Financial Statements
-----------------------------

The financial statements required by Item 7 are presented in the following
order:

                                                                           PAGE
                                                                           ----

Independent Auditor's Report                                                9

Financial Statements:

     Balance Sheet                                                          10

     Statement of Operations                                                11

     Statement of Changes in Stockholders' Deficit                          12

     Statement of Cash Flows                                                13

     Notes to Financial Statements                                          14






                                       8
<PAGE>





                          Independent Auditors' Report



To the Stockholders of
Reel Staff, Inc.


     I have audited the accompanying balance sheet of Reel Staff, Inc. as of
December 31, 2001, and the related statements of operations, changes in
stockholders' deficit, and cash flows for the period May 21, 2001 (inception)
through December 31, 2001. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

     I conducted my audit in accordance with generally accepted auditing
standards in the United States. Those standards require that I 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. I believe that my audit provides a reasonable basis for
my opinion.

     In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Reel Staff, Inc. as of
December 31, 2000, and the results of its operations and its cash flows for the
period May 21, 2001 (inception) through December 31, 2001 in conformity with
generally accepted accounting principles in the United States.




                                       /s/ Quintanilla
                                       --------------------------------------
                                       A Professional Accountancy Corporation
                                       Laguna Niguel, California


                                       February 14, 2002



                                       9
<PAGE>




                                REEL STAFF, INC.


                                  BALANCE SHEET

                                DECEMBER 31, 2001



                                     ASSETS
                                     ------

Current assets
    Cash                                                       $          2,466
    Other current assets                                                    ---
                                                               ----------------
       Total current assets                                               2,466

Other assets                                                                ---
                                                               ----------------

          Total assets                                         $          2,466
                                                               ================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

Current liabilities
    Accounts payable and accrued expenses                      $          5,000
                                                               ----------------
       Total current liabilities                                          5,000

Contingencies

Stockholders' Deficit
    Preferred stock, $.001 par value;
       Authorized shares-- 5,000,000
       Issued and outstanding shares-- 0
    Common stock, $.001 par value;
       Authorized shares-- 50,000,000
       Issued and outstanding shares-- 5,673,750                          5,674
    Additional paid-in capital                                           11,661
    Accumulated deficit                                                 (19,869)
                                                               ----------------

       Total stockholders' deficit                                       (2,534)
                                                               ----------------
          Total liabilities and stockholders' deficit          $          2,466
                                                               ================




                See accompanying notes to financial statements.


                                       10
<PAGE>



                                REEL STAFF, INC.


                             STATEMENT OF OPERATIONS

               MAY 21, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001



Revenues
    Production staffing                                       $           5,485
    Post- production staffing                                               ---
     Less: returns and allowances                                           ---
                                                               ----------------
       Net revenues                                                       5,485

Operating expenses
    Consulting services                                                   4,100
    Legal and accounting fees                                            19,163
    Marketing                                                             1,475
    Office supplies and expense                                             616
                                                               ----------------
       Total operating expenses                                          25,354
                                                               ----------------
Loss from operations                                                    (19,869)

Provision for income tax expense (benefit)                                  ---
                                                               ----------------
Net loss/comprehensive loss                                   $         (19,869)
                                                               ================
Net loss per common share-- basic and diluted                 $            (---)
                                                               ================
Weighted average of common shares-- basic and diluted                 6,049,567
                                                               ================




                See accompanying notes to financial statements.

                                       11
<PAGE>





                                REEL STAFF, INC.


                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

               MAY 21, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                         Common Stock             Additional
                                         ------------               Paid-In         Accumulated
                                     Shares          Amount         Capital           Deficit             Total
                                   -----------    ------------    ------------    -------------       --------------
        <S>                            <C>            <C>              <C>               <C>                 <C>
Balance, May 21, 2001                      ---    $        ---    $        ---    $        ---        $        ---

Issuance of common stock,
  May 21, 2001                       5,500,000           5,500             ---             ---               5,500

Issuance of common stock,
  May 28, 2001                          10,000              10             190             ---                 200

Issuance of common stock,
  June 13, 2001                        345,000             345           6,555             ---               6,900

Issuance of common stock,
  June 17, 2001                         30,000              30             570             ---                 600

Issuance of common stock,
  June 28, 2001                        228,750             229           4,346             ---               4,575

Redemption of common stock,
  November 15, 2001                   (440,000)           (440)            ---             ---                (440)

Net loss/comprehensive loss                ---             ---             ---         (19,869)            (19,869)
                                   -----------    ------------    ------------    -------------       --------------
Balance, December 31, 2001           5,673,750    $      5,674    $     11,661    $    (19,869)       $     (2,534)
                                   ===========    ============    ============    =============       ==============
</TABLE>






                See accompanying notes to financial statements.

                                       12
<PAGE>

\

                                REEL STAFF, INC.


                             STATEMENT OF CASH FLOWS

               MAY 21, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001



Cash flows from operating activities
    Net loss                                                      $     (19,869)
    Adjustments to reconcile net loss to net
    cash used in operating activities
       Cost of consulting services paid with common stock                 4,100
       Cost of legal services paid with common stock                      1,600
       Changes in operating assets and liabilities
          Increase in accounts payable and accrued expenses               5,000
                                                                  -------------
              Net cash used by operating activities                      (9,169)

Cash flows from investing activities                                        ---
                                                                  -------------
              Net cash provided by investing activities                     ---

Cash flows from financing activities
    Proceeds from issuance of common stock                               12,075
    Redemption of common stock                                             (440)
                                                                  -------------
              Net cash provided by financing activities                  11,635
                                                                  -------------
Net increase in cash                                                      2,466

Cash, beginning of period                                                   ---
                                                                  -------------
Cash, end of period                                               $       2,466
                                                                  -------------
Supplemental disclosure of cash flow information
    Income taxes paid                                             $         ---
                                                                  =============
    Interest paid                                                 $         ---
                                                                  =============





                See accompanying notes to financial statements.

                                       13
<PAGE>



                                REEL STAFF, INC.


                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

     Business Description - Reel Staff, Inc. (' the Company") was incorporated
in the state of Nevada on May 21, 2001. The Company provides production and post
- production staffing services to film, video, and television production
companies. The Company is headquartered in Los Angeles, California.

     Cash Equivalents - For purposes of the balance sheet and statement of cash
flows, the Company considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents. At December 31, 2001,
the Company had no cash equivalents.

     Fair Value of Financial Instruments - The carrying amount of the Company's
financial instruments, which includes cash and accounts payable and accrued
expenses approximate their fair value due to the short period to maturity of
these instruments.

     Recognition of Revenues and Costs of Goods Sold - The Company records
revenues of its services when they are complete, fee is fixed or determinable
and collectibility is reasonably assured. Cost of goods sold consists of the
payroll and related expenses of personnel used.

     Income Taxes - The Company recognizes deferred tax assets and liabilities
based on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

     Net Loss per Common Share - The Company has adopted the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"). SFAS 128 requires the reporting of basic and diluted earnings/loss per
share. Basic loss per share is calculated by dividing net loss by the weighted
average number of outstanding common shares during the period.

     Comprehensive Income/Loss - The Company applies Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 establishes standards for the reporting and display of comprehensive
income or loss, requiring its components to be reported in a financial statement
that is displayed with the same prominence as other financial statements. For
the period ended December 31, 2001, the Company had no other components of its
comprehensive income other than net loss as reported on the statement of
operations.

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



                                       14
<PAGE>




                                REEL STAFF, INC.


                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001



NOTE 2 - CONTINGENCIES

     As shown in the accompanying financial statements, the Company has incurred
a net operating loss of $20,309 since inception for the year ended December 31,
2001. As such, there is no assurance that rapid technological changes, changing
customer needs and evolving entertainment industry standards will enable the
Company to introduce new services on a continual and timely basis so that
profitable operations can be attained.

     Management's plans to mitigate its losses in the near term through the
significant reduction of legal and professional fees that were incurred upon
incorporation; for the preparation of the Company's Private Offering Memorandum;
and for the performance of audit and review services. By having completed its
registration process over the last six months, the Company has positioned itself
to focus on securing its revenues sources, and management currently expects to
meet its revenue targets for the remainder of 2002. In addition, should
management determine it necessary, the Company will seek to obtain additional
financing through the issuance of common stock and increase of ownership equity.



NOTE 3 - ACCRUED EXPENSES

     Accrued Wages and Compensated Absences - The Company currently does not
have any employees. The majority of development costs and services have been
provided to the Company by outside, third parties and by the founders. As such,
there is no accrual for wages or compensated absences as of December 31, 2001.



NOTE 4 - COMMON STOCK

     On May 22, 2001, the Company issued 3,950,000 shares of its common stock to
its officers and founders for consulting services and 1,600,000 shares of its
common stock to various individuals for legal services rendered in connection
with the initial start-up and organization costs incurred. Since there was no
readily available market value at the time the services were rendered, par value
of $0.001 per share was considered as a reasonable estimate of fair value by all
parties.

     On May 28, 2001, the Company issued 10,000 shares of its common stock to an
individual for consulting and design services. Since the Company had prepared a
Private Placement Memorandum Offering (as described in the following paragraph),
the Company utilized the value of its common stock associated with that offering
of $0.02 per share. This amount was considered a reasonable estimate of fair
value between the Company and the individual.

     On June 30, 2001 the Company completed a "best efforts" offering of its
common stock pursuant to the provisions of section 4(2) of the Securities Act of
1933 and the Rule 506 of Regulation D memorandum Offering, which was initiated
on May 25, 2001, the Company issued 603,750 shares of its common stock at $0.02
pr share for a total of $12,075 from June 13th - June 30th 2001.


                                       15
<PAGE>



                                REEL STAFF, INC.


                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001



NOTE 4 - COMMON STOCK (continued)

        On November 15, 2001, the Company redeemed and purchased 440,000 shares
of its common stock from an individual stockholder at par value of $0.001, or
$440. Per the terms of the stock redemption agreement, this amount was
equivalent to the amount received at the time of original issuance for legal
services performed by the former stockholder. Upon redemption of the shares, the
Company cancelled and retired the shares from further issuance.


NOTE 5 - INCOME TAXES

         At December 31, 2001,  the Company has  available  for federal  income
tax purposes a net operating loss carryforward of approximately $20,309,
expiring 2016, that may be used to offset future taxable income. Therefore, no
provision for income taxes has been provided.

         In  addition,  the Company has  deferred  tax assets of  approximately
$4,800 at December 31, 2001. The Company has not recorded a benefit from its net
operating loss carryforward because realization of the benefit is uncertain and,
therefore, a valuation allowance of ($4,800) has been provided for the deferred
tax assets.



Note 6 - RELATED PARTY TRANSACTIONS

         On May 22,  2001,  the Company  issued  3,900,000  shares of its common
stock to its current officers for services as described in Note 4.


                                       16
<PAGE>




Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
-----------------------------------------------------------------------

We are dependent on the efforts and abilities of certain of our senior
management. The interruption of the services of key management could
significantly hinder our operations, profits and future development, if suitable
replacements are not promptly obtained. We anticipate that we will enter into an
employment agreement with Ms. Renee McCracken if we generate more significant
revenues. Although we do not know the terms of that proposed agreement, we hope
to enter into an employment agreement with Ms. Renee McCracken with a term of at
least one year with compensation contingent on us becoming profitable. We cannot
guaranty that Ms. Renee McCracken will remain with us during or after the term
of her employment agreement. Our officers and directors will hold office until
their resignations or removal.

Our directors and principal executive officers are as specified on the following
table:

================================ ========== ===============================
                Name                 Age                     Position
-------------------------------- ---------- -------------------------------
Renee McCracken                      29     president, secretary, director
-------------------------------- ---------- -------------------------------
Carol McCracken                      47     treasurer, director
================================ ========== ===============================

Renee McCracken. Renee McCracken has been our president, secretary and one of
our directors since our inception. Ms. McCracken is our principal executive
officer and is responsible for our day-to-day operations. From June 2000 to May
2001, Ms. McCracken has worked on various video and commercial productions. From
1995 to 2000, Ms. McCracken attended college and earned her Bachelor of Arts
degree in film and television production from Chapman University in 2000. From
1991 to 1995, Ms. McCracken was a professional model and, as a result, has
extensive experience in the production of modeling shoots. Ms. McCracken is not
an officer or director of any reporting company.

Carol McCracken. Carol McCracken has been our treasurer and one of our directors
since our inception. Ms. McCracken is our principal financial and accounting
officer and is responsible for all of our financial reporting and record
keeping. From 1999 to the present, Ms McCracken has worked for New Horizons
Computer Learning Centers, Inc. as a sales associate in the corporate sales
department. From 1995 to 1999, Ms McCracken was self-employed as a loan officer
for residential mortgage loans. Ms. McCracken previously filed a petition for
personal bankruptcy, which was granted in March 1997. Ms. McCracken is not an
officer or director of any reporting company.

Renee McCracken is the daughter of Carol McCracken. There are no orders,
judgments, or decrees of any governmental agency or administrator, or of any
court of competent jurisdiction, revoking or suspending for cause any license,
permit or other authority to engage in the securities business or in the sale of




                                       17
<PAGE>





a particular security or temporarily or permanently restraining any of our
officers or directors from engaging in or continuing any conduct, practice or
employment in connection with the purchase or sale of securities, or convicting
such person of any felony or misdemeanor involving a security, or any aspect of
the securities business or of theft or of any felony. Nor are any of the
officers or directors of any corporation or entity affiliated with us so
enjoined.

Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our board of directors and serve at the
discretion of the board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance. Our officers,
directors, and principal shareholders have filed all reports required to be
filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of
Securities), a Form 4 (Statement of Changes of Beneficial Ownership of
Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).

Item 10.  Executive Compensation
---------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our board of directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our chief
executive officer and our other executive officers during the year ending
December 31, 2001. Our board of directors may adopt an incentive stock option
plan for our executive officers which would result in additional compensation.

<TABLE>
<CAPTION>
===================================== ======== ============ ============= ===================== =====================
Name and Principal Position            Year      Annual      Bonus ($)        Other Annual           All Other
                                               Salary ($)                   Compensation ($)        Compensation
------------------------------------- -------- ------------ ------------- --------------------- ---------------------
          <S>                           <C>         <C>          <C>              <C>                    <C>
Renee McCracken - president,          2001        None          None              None                  None
secretary
------------------------------------- -------- ------------ ------------- --------------------- ---------------------
Carol McCracken - treasurer           2001        None          None              None                  None
===================================== ======== ============ ============= ===================== =====================
</TABLE>

Compensation of Directors. Our directors who are also our employees receive no
extra compensation for their service on our board of directors.

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

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 21, 2002 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.

<TABLE>
<CAPTION>
======================= ======================================== ==================================== ============================
Title of Class          Name of Beneficial Owner                 Amount of Beneficial Owner                  Percent of Class
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
        <S>                       <C>                                           <C>                                <C>
Common Stock            Renee McCracken                            3,700,000 shares, president,                  65.21%
                        1069 South Alfred Street,                       secretary, director
                        Los Angeles, CA 90035
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock            Carol McCracken                            205,000 shares, treasurer, director            3.61%
                        1069 South Alfred Street,
                        Los Angeles, CA 90035
----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock            All directors and named executive                 3,905,000 shares                       68.82%
                        officers as a group
======================= ======================================== ==================================== ============================
</TABLE>

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become


                                       18
<PAGE>




exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

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

Related Party Transactions. There have been no related party transactions,
except for the following:

Renee McCracken, our president, secretary and one of our directors, currently
provides office space to us at no charge. Ms. McCracken does not expect to be
paid or reimbursed for providing office facilities.

Carol McCracken, our treasurer, director and shareholder, is the mother of Renee
McCracken, our president, secretary, director and shareholder.

In May 2001, we issued 440,000 shares to Thomas E. Stepp, Jr., an employee of
Stepp Law Group, which served as our former legal counsel, in exchange for
services provided to us, which were valued at $440. In November 2001, we
redeemed those 440,000 shares of common stock owned by Mr. Stepp in exchange for
$440.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

    o    disclosing such transactions in prospectuses where required;
    o    disclosing in any and all filings with the Securities and Exchange
         Commission, where required;
    o    obtaining disinterested directors consent; and
    o    obtaining shareholder consent where required.

Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------

(a) Exhibit No.
---------------
3.1                        Articles of Incorporation*

3.2                        Bylaws*

* Included in the registration statement on Form SB-2 filed on August 9, 2001.

(b) Reports on Form 8-K
-----------------------

No reports on Form 8-K were filed during the last quarter of the period covered
by this annual report on Form 10-KSB.


                                       19
<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Newport Beach, on March 21, 2002.

                                   Reel Staff, Inc.
                                   a Nevada corporation


                                   By:    /s/ Renee McCracken
                                          -------------------------------------
                                          Renee McCracken
                                   Its:   president, secretary, and a
                                          director



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.


Reel Staff, Inc.



By:     /s/ Renee McCracken                                 March 21, 2002
       -----------------------------------------
       Renee McCracken
Its:   president, secretary and a director


By:    /s/ Carol McCracken                                  March 21, 2002
       -----------------------------------------
       Carol McCracken
Its:   treasurer, principal financial officer and a director