SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         FORM 10-KSB/A
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934

For the year ended December 31, 2000
Commission File No. 000-30255





                        PURE COUNTRY
   (Exact name of registrant as specified in its charter)




Nevada                                            88-0426887
(State of organization) (I.R.S. Employer Identification No.)

8764 Carlitas Joy Court, Las Vegas, NV 89117
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 228-4688

Securities registered under
Section 12(g) of the Exchange Act: Common stock, $0.001
                                   par value per share

                                   Preferred stock, $0.001
                                   par value per share

Check whether the issuer (1) filed all reports required to
be file by Section 13 or 15(d) of the Exchange Act during
the past 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B 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 amendments to this Form 10-KSB.     [ X ]

Issuer's Revenue during the year ended December 31, 2000:$ 0

As of December 31, 2000, the registrant had 6,000,000 shares
of   its   common  stock,  $0.001  par  value,  outstanding.
Aggregate  market value of the voting and non-voting  common
equity held by non-affiliates based on the price of N/A  per
share  (the  selling or average bid and asked price)  as  of
December 31, 2000: N/A.

NOTE: The company's stock is not, and has not, been traded
or quoted, and the book value is negative. Therefore, there
is no way to ascertain a market value for the stock.

            DOCUMENTS INCORPORATED BY REFERENCE:

None

                           PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                         Background

Pure  Country  (the  "Company")  is  a  Nevada   corporation
formed  on July 27, 1995.   Its  principal place of business
is located at  8764 Carlitas Joy Court, Las Vegas, NV 89117.
The  Company   was  organized  to  engage  in   any   lawful
corporate   business,   including  but   not   limited   to,
participating  in  mergers with and  acquisitions  of  other
companies.  The Company has been in the developmental  stage
since  inception  and has no operating  history  other  than
organizational matters.

On  July 27, 1995, the Company issued 20 shares of its stock
to  Cheryl Mall, the original founder for cash.  On July 27,
1997,  the Company issued 4,500 shares of its stock  to  the
present  Secretary;  9,100 shares to the present  President;
7,180  shares to its present Treasurer; and 4,200 shares  to
an  individual, who sold some of his shares to 9 individuals
on  September  5,  1997. On September 5,  1997  the  current
President  sold  some of his shares to 24  individuals.  The
current  Treasurer sold some of her shares to 14 individuals
on  August 29, 1997. All sales were made pursuant to Section
4(2) of the Securities Act of 1933, as amended.

The Company was originally authorized to issue 25,000 shares
of  common  stock with no par value. On September 21,  1999,
the  Company  amended  its  Articles  of  Incorporation   to
increase  the authorized capital stock to 50,000,000  shares
of  common  stock with a par value of $0.001 per  share  and
10,000,000  shares of preferred stock with a  par  value  of
$0.001  per  share. On September 21, 1999, the Company  also
approved  a forward stock split on a 240:1 basis, increasing
the  issued and outstanding shares from 25,000 to  6,000,000
shares of common stock.

The  primary  activity  of  the Company  currently  involves
seeking  a company or companies that it can acquire or  with
whom  it can merge. The Company has not selected any company
as  an  acquisition target or merger partner  and  does  not
intend to limit potential candidates to any particular field
or  industry, but does retain the right to limit candidates,
if  it  so  chooses, to a particular field or industry.  The
Company's plans are in the conceptual stage only.

The Board of Directors has elected to begin implementing the
Company's principal business purpose, described below  under
"Item  2,  Plan of Operation". As such, the Company  can  be
defined  as  a "shell" company, whose sole purpose  at  this
time  is  to  locate and consummate a merger or  acquisition
with a private entity.

The  proposed business activities described herein  classify
the  Company  as a "blank check" company. Many  states  have
enacted  statutes, rules, and regulations limiting the  sale
of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to  undertake  any
efforts  to  cause  a  market to develop  in  the  Company's
securities  until such time as the Company has  successfully
implemented its business plan.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company  neither owns nor leases any real  property  at
this time. The Company does have the use of a limited amount
of  office space from one of the directors, Lewis M.  Eslick
at  no  cost  to  the Company, and Management  expects  this
arrangement  to continue. The Company pays its  own  charges
for  long  distance telephone calls and other  miscellaneous
secretarial, photocopying, and similar expenses. This  is  a
verbal  agreement between Lewis M. Eslick and the  Board  of
Directors.

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
action by or against the Company has been threatened.

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

No  such  matters  were  submitted during  the  most  recent
quarter.

                           PART II

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

There   is  no  current  market  for  the  Company's  stock.
Management  has not undertaken any discussions,  preliminary
or  otherwise, with any prospective market maker  concerning
the  participation of such market maker in the  after-market
for  the Company's securities and management does not intend
to  initiate  any such discussions until such  time  as  the
Company has consummated a merger or acquisition. There is no
assurance  that  a trading market will ever develop  or,  if
such a market does develop, that it will continue.

After  a  merger or acquisition has been completed,  one  or
both  of  the  Company's officers and  directors  will  most
likely  be the persons to contact prospective market makers.
It  is also possible that persons associated with the entity
that  merges with or is acquired by the Company will contact
prospective  market makers. The Company does not  intend  to
use consultants to contact market makers.

                        Market Price

The  Registrant's Common Stock is not quoted at the  present
time.

Effective  August  11,  1993, the  Securities  and  Exchange
Commission   adopted  Rule  15g-9,  which  established   the
definition of a "penny stock," for purposes relevant to  the
Company,  as any equity security that has a market price  of
less  than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. For any
transaction  involving  a penny stock,  unless  exempt,  the
rules  require:  (i)  that  a broker  or  dealer  approve  a
person's account for transactions in penny stocks; and  (ii)
the  broker  or dealer receive from the investor  a  written
agreement to the transaction, setting forth the identity and
quantity  of  the penny stock to be purchased. In  order  to
approve a person's account for transactions in penny stocks,
the  broker  or dealer must (i) obtain financial information
and  investment experience and objectives of the person; and
(ii)  make  a reasonable determination that the transactions
in penny stocks are suitable for that person and that person
has sufficient knowledge and experience in financial matters
to  be  capable  of evaluating the risks of transactions  in
penny  stocks. The broker or dealer must also deliver, prior
to  any  transaction in a penny stock, a disclosure schedule
prepared  by  the  Commission relating to  the  penny  stock
market,  which, in highlight form, (i) sets forth the  basis
on   which   the  broker  or  dealer  made  the  suitability
determination; and (ii) that the broker or dealer received a
signed,  written agreement from the investor  prior  to  the
transaction. Disclosure also has to be made about the  risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer  and  the  registered representative,  current
quotations  for the securities and the rights  and  remedies
available  to an investor in cases of fraud in  penny  stock
transactions. Finally, monthly statements have  to  be  sent
disclosing recent price information for the penny stock held
in  the  account  and information on the limited  market  in
penny stocks.

The  National Association of Securities Dealers,  Inc.  (the
"NASD"), which administers NASDAQ, has recently made changes
in  the criteria for initial listing on the NASDAQ Small Cap
market  and  for continued listing. For initial  listing,  a
company must have net tangible assets of $4 million,  market
capitalization of $50 million or net income of  $750,000  in
the  most  recently completed fiscal year or in two  of  the
last  three  fiscal years. For initial listing,  the  common
stock must also have a minimum bid price of $4 per share. In
order  to continue to be included on NASDAQ, a company  must
maintain  $2,000,000 in net tangible assets and a $1,000,000
market value of its publicly-traded securities. In addition,
continued inclusion requires two market-makers and a minimum
bid price of $1.00 per share.

Management  intends  to  strongly  consider  undertaking   a
transaction  with any merger or acquisition candidate  which
will allow the Company's securities to be traded without the
aforesaid  limitations. However, there can be no  assurances
that,  upon a successful merger or acquisition, the  Company
will  qualify its securities for listing on NASDAQ  or  some
other  national  exchange,  or  be  able  to  maintain   the
maintenance criteria necessary to insure continued  listing.
The  failure of the Company to qualify its securities or  to
meet   the   relevant   maintenance  criteria   after   such
qualification in the future may result in the discontinuance
of  the  inclusion of the Company's securities on a national
exchange.  In such events, trading, if any, in the Company's
securities  may  then  continue in the non-NASDAQ  over-the-
counter market. As a result, a shareholder may find it  more
difficult to dispose of, or to obtain accurate quotations as
to the market value of, the Company's securities.

                           Holders

There are 55 holders of the Company's Common Stock. On  July
27,  1995,  the  Company  issued 20 shares  to  the  initial
founder  for  $200.00 cash. On July 27,  1997,  the  Company
issued 24,980 shares of its stock to four individuals, three
of  whom  sold  some of their shares to 47  individuals  and
business  acquaintances. All of the issued  and  outstanding
shares  of  the  Company's  Common  Stock  were  issued   in
accordance with the exemption from registration afforded  by
Section 4(2) of the Securities Act of 1933.

                          Dividends

The  Registrant has not paid any dividends to date, and  has
no plans to do so in the immediate future.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement includes projections of future  results  and
"forward-looking  statements" as that  term  is  defined  in
Section  27A  of the Securities Act of 1933 as amended  (the
"Securities  Act"),  and  Section  21E  of  the   Securities
Exchange  Act of 1934 as amended (the "Exchange  Act").  All
statements  that  are included in this  filing,  other  than
statements   of   historical   fact,   are   forward-looking
statements.    Although   Management   believes   that   the
expectations  reflected in these forward-looking  statements
are   reasonable,  it  can  give  no  assurance  that   such
expectations  will  prove  to have been  correct.  Important
factors that could cause actual results to differ materially
from  the  expectations  are disclosed  in  this  Statement,
including,  without  limitation, in conjunction  with  those
forward-looking statements contained in this Statement.

                 Plan of Operation - General

The  Company's  plan is to seek, investigate,  and  if  such
investigation warrants, acquire an interest in one  or  more
business  opportunities presented to it by persons or  firms
desiring  the  perceived  advantages  of  a  publicly   held
corporation.  At  this  time,  the  Company  has  no   plan,
proposal,   agreement,  understanding,  or  arrangement   to
acquire or merge with any specific business or company,  and
the  Company  has  not identified any specific  business  or
company  for  investigation and  evaluation.  No  member  of
Management  or any promoter of the Company, or an  affiliate
of  either, has had any material discussions with any  other
company with respect to any acquisition of that company. The
Company  will  not  restrict  its  search  to  any  specific
business,  industry,  or  geographical  location,  and   may
participate  in business ventures of virtually any  kind  or
nature.  Discussion  of  the proposed  business  under  this
caption  and  throughout  this  Registration  Statement   is
purposefully  general  and  is not  meant  to  restrict  the
Company's virtually unlimited discretion to search  for  and
enter into a business combination.

The  Company may seek a combination with a firm  which  only
recently  commenced operations, or a developing  company  in
need  of  additional funds to expand into  new  products  or
markets  or seeking to develop a new product or service,  or
an  established business which may be experiencing financial
or operating difficulties and needs additional capital which
is  perceived to be easier to raise by a public company.  In
some instances, a business opportunity may involve acquiring
or   merging  with  a  corporation  which  does   not   need
substantial additional cash but which desires to establish a
public trading market for its common stock. The Company  may
purchase  assets and establish wholly-owned subsidiaries  in
various  businesses  or  purchase  existing  businesses   as
subsidiaries.

Selecting  a  business  opportunity  will  be  complex   and
extremely  risky.  Because of general  economic  conditions,
rapid  technological advances being made in some industries,
and shortages of available capital, management believes that
there are numerous firms seeking the benefits of a publicly-
traded  corporation. Such perceived benefits of  a  publicly
traded corporation may include facilitating or improving the
terms  on  which additional equity financing may be  sought,
providing  liquidity  for  the  principals  of  a  business,
creating  a  means for providing incentive stock options  or
similar  benefits  to  key  employees,  providing  liquidity
(subject  to  restrictions of applicable statutes)  for  all
shareholders,   and   other  items.  Potentially   available
business   opportunities  may  occur   in   many   different
industries  and  at  various stages of development,  all  of
which  will  make the task of comparative investigation  and
analysis  of such business opportunities extremely difficult
and complex.

Management believes that the Company may be able to  benefit
from  the  use  of  "leverage" to acquire a target  company.
Leveraging a transaction involves acquiring a business while
incurring significant indebtedness for a large percentage of
the  purchase  price  of  that business.  Through  leveraged
transactions, the Company would be required to use  less  of
its  available  funds  to  acquire  a  target  company  and,
therefore, could commit those funds to the operations of the
business, to combinations with other target companies, or to
other  activities.  The borrowing involved  in  a  leveraged
transaction will ordinarily be secured by the assets of  the
acquired  business. If that business is not able to generate
sufficient revenues to make payments on the debt incurred by
the  Company to acquire that business, the lender  would  be
able  to  exercise  the  remedies  provided  by  law  or  by
contract.  These leveraging techniques, while  reducing  the
amount  of  funds that the Company must commit to acquire  a
business, may correspondingly increase the risk of  loss  to
the  Company. No assurance can be given as to the  terms  or
availability  of  financing  for  any  acquisition  by   the
Company.  During periods when interest rates are  relatively
high,  the benefits of leveraging are not as great as during
periods  of lower interest rates, because the investment  in
the  business  held  on  a  leveraged  basis  will  only  be
profitable if it generates sufficient revenues to cover  the
related debt and other costs of the financing. Lenders  from
which  the  Company  may  obtain funds  for  purposes  of  a
leveraged  buy-out  may impose restrictions  on  the  future
borrowing,  distribution,  and  operating  policies  of  the
Company.  It  is  not possible at this time to  predict  the
restrictions,  if  any, which lenders  may  impose,  or  the
impact thereof on the Company.

The  Company has insufficient capital with which to  provide
the  owners of businesses significant cash or other  assets.
Management  believes  the  Company  will  offer  owners   of
businesses   the  opportunity  to  acquire   a   controlling
ownership interest in a public company at substantially less
cost than is required to conduct an initial public offering.
The   owners   of   the  businesses  will,  however,   incur
significant post-merger or acquisition registration costs in
the  event  they wish to register a portion of their  shares
for subsequent sale. The Company will also incur significant
legal   and   accounting  costs  in  connection   with   the
acquisition of a business opportunity, including  the  costs
of   preparing   post-effective   amendments,   Forms   8-K,
agreements, and related reports and documents. Nevertheless,
the officers and directors of the Company have not conducted
market research and are not aware of statistical data  which
would  support  the  perceived  benefits  of  a  merger   or
acquisition transaction for the owners of a businesses.  The
Company does not intend to make any loans to any prospective
merger  or  acquisition candidates or to unaffiliated  third
parties.

The  Company  will not restrict its search for any  specific
kind  of  firms, but may acquire a venture which is  in  its
preliminary  or  development  stage,  which  is  already  in
operation,  or  in  essentially any stage of  its  corporate
life. It is impossible to predict at this time the status of
any  business  in which the Company may become  engaged,  in
that such business may need to seek additional capital,  may
desire to have its shares publicly traded, or may seek other
perceived  advantages which the Company may offer.  However,
the  Company does not intend to obtain funds in one or  more
private  placements to finance the operation of any acquired
business  opportunity until such time  as  the  Company  has
successfully  consummated such a merger or acquisition.  The
Company  also  has no plans to conduct any  offerings  under
Regulation S.

                  Sources of Opportunities

The  Company will seek a potential business opportunity from
all  known  sources, but will rely principally  on  personal
contacts  of its officers and directors as well as  indirect
associations   between   them   and   other   business   and
professional  people. It is not presently  anticipated  that
the  Company will engage professional firms specializing  in
business acquisitions or reorganizations.

Management,  while  not  especially experienced  in  matters
relating to the new business of the Company, will rely  upon
their  own efforts and, to a much lesser extent, the efforts
of the Company's shareholders, in accomplishing the business
purposes  of  the  Company. It is not anticipated  that  any
outside  consultants or advisors, other than  the  Company's
legal  counsel  and  accountants, will be  utilized  by  the
Company   to  effectuate  its  business  purposes  described
herein.  However, if the Company does retain such an outside
consultant  or  advisor, any cash fee earned by  such  party
will  need  to be paid by the prospective merger/acquisition
candidate, as the Company has no cash assets with  which  to
pay   such  obligation.  There  have  been  no  discussions,
understandings,  contracts or agreements  with  any  outside
consultants and none are anticipated in the future.  In  the
past,  the  Company's  management  has  never  used  outside
consultants  or  advisors in connection  with  a  merger  or
acquisition.

As  is  customary  in the industry, the Company  may  pay  a
finder's  fee for locating an acquisition prospect.  If  any
such fee is paid, it will be approved by the Company's Board
of  Directors  and will be in accordance with  the  industry
standards. Such fees are customarily between 1%  and  5%  of
the  size of the transaction, based upon a sliding scale  of
the amount involved. Such fees are typically in the range of
5%  on  a  $1,000,000 transaction ratably down to  1%  in  a
$4,000,000 transaction. Management has adopted a policy that
such  a finder's fee or real estate brokerage fee could,  in
certain  circumstances,  be paid to any  employee,  officer,
director  or  5% shareholder of the Company, if such  person
plays  a  material  role in bringing a  transaction  to  the
Company.

The  Company will not have sufficient funds to undertake any
significant development, marketing, and manufacturing of any
products  which may be acquired. Accordingly, if it acquires
the  rights to a product, rather than entering into a merger
or  acquisition, it most likely would need to seek  debt  or
equity  financing or obtain funding from third  parties,  in
exchange for which the Company would probably be required to
give  up  a  substantial  portion of  its  interest  in  any
acquired  product. There is no assurance  that  the  Company
will  be  able either to obtain additional financing  or  to
interest third parties in providing funding for the  further
development,  marketing and manufacturing  of  any  products
acquired.

                 Evaluation of Opportunities

The   analysis  of  new  business  opportunities   will   be
undertaken  by or under the supervision of the officers  and
directors  of the Company (see "Item 5). Management  intends
to   concentrate   on   identifying   prospective   business
opportunities which may be brought to its attention  through
present   associations   with   management.   In   analyzing
prospective   business   opportunities,   management    will
consider, among other factors, such matters as;
     1.    the available technical, financial and managerial
       resources
     2.   working capital and other financial requirements
     3.   history of operation, if any
     4.   prospects for the future
     5.   present and expected competition
     6.   the quality and experience of management services which
       may be available and the depth of that management
     7.   the potential for further research, development or
       exploration
     8.   specific risk factors not now foreseeable but which
       then may be anticipated to impact the proposed activities of
       the Company
     9.   the potential for growth or expansion
     10.  the potential for profit
     11.   the perceived public recognition or acceptance of
       products, services or trades
     12.  name identification

Management  will  meet personally with  management  and  key
personnel of the firm sponsoring the business opportunity as
part  of  their  investigation. To the extent possible,  the
Company  intends  to  utilize written reports  and  personal
investigation  to  evaluate the above factors.  The  Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained.

Opportunities in which the Company participates will present
certain risks, many of which cannot be identified adequately
prior  to  selecting a specific opportunity.  The  Company's
shareholders  must,  therefore,  depend  on  Management   to
identify  and  evaluate  such  risks.  Promoters   of   some
opportunities  may  have  been unable  to  develop  a  going
concern  or may present a business in its development  stage
(in  that it has not generated significant revenues from its
principal   business  activities  prior  to  the   Company's
participation.)  Even  after  the  Company's  participation,
there  is a risk that the combined enterprise may not become
a  going  concern  or advance beyond the development  stage.
Other  opportunities may involve new and untested  products,
processes, or market strategies which may not succeed.  Such
risks  will  be  assumed by the Company and, therefore,  its
shareholders.

The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure  documents,  and other instruments  will  require
substantial  management  time  and  attention  as  well   as
substantial costs for accountants, attorneys, and others. If
a decision is made not to participate in a specific business
opportunity  the costs incurred in the related investigation
would  not be recoverable. Furthermore, even if an agreement
is  reached  for  the participation in a  specific  business
opportunity, the failure to consummate that transaction  may
result  in  the  loss by the Company of  the  related  costs
incurred.

There is the additional risk that the Company will not  find
a  suitable target. Management does not believe the  Company
will  generate  revenue  without finding  and  completing  a
transaction  with  a  suitable target company.  If  no  such
target  is  found, therefore, no return on an investment  in
the  Company  will  be realized, and there  will  not,  most
likely, be a market for the Company's stock.

                Acquisition of Opportunities

In  implementing  a  structure  for  a  particular  business
acquisition,  the Company may become a party  to  a  merger,
consolidation, reorganization, joint venture, franchise,  or
licensing  agreement with another corporation or entity.  It
may  also  purchase stock or assets of an existing business.
Once  a  transaction is complete, it is  possible  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 officers and directors may, as part of the
terms  of  the  transaction, resign and be replaced  by  new
officers  and  directors without a  vote  of  the  Company's
shareholders.

It  is  anticipated  that  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 this transaction,  the  Company  may
agree  to  register such securities either at the  time  the
transaction is consummated, under certain conditions, or  at
specified  time  thereafter.  The  issuance  of  substantial
additional  securities  and their potential  sale  into  any
trading  market  which may develop in the  Company's  Common
Stock 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  avoid  the creation of a  taxable  event  and
thereby structure the acquisition in a so called "tax  free"
reorganization  under  Sections  368(a)(1)  or  351  of  the
Internal  Revenue Code of 1986, as amended (the "Code").  In
order to obtain tax free treatment under the Code, it may 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, including investors
in  this offering, would retain less than 20% of the  issued
and  outstanding shares of the surviving entity, which could
result  in  significant  dilution  in  the  equity  of  such
shareholders.

As   part  of  the  Company's  investigation,  officers  and
directors   of   the  Company  will  meet  personally   with
management and key personnel, may visit and inspect material
facilities,  obtain independent analysis or verification  of
certain information provided, check references of management
and  key  personnel, and take other reasonable investigative
measures,  to the extent of the Company's limited  financial
resources and management expertise.

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

With  respect  to any mergers or acquisitions,  negotiations
with target company management will be expected to focus  on
the  percentage  of the Company which the  target  company's
shareholders   would   acquire   in   exchange   for   their
shareholdings in the target company. Depending  upon,  among
other  things, the target company's assets and  liabilities,
the  Company's shareholders will, in all likelihood, hold  a
lesser   percentage  ownership  interest  in   the   Company
following   any   merger  or  acquisition.  The   percentage
ownership  may  be subject to significant reduction  in  the
event the Company acquires a target company with substantial
assets.  Any  merger or acquisition effected by the  Company
can be expected to have a significant dilutive effect on the
percentage   of   shares   held  by   the   Company's   then
shareholders, including purchasers in this offering.

Management has advanced, and will continue to advance, funds
which  shall  be  used  by the Company  in  identifying  and
pursuing   agreements  with  target  companies.   Management
anticipates  that  these  funds  will  be  repaid  from  the
proceeds of any agreement with the target company, and  that
any  such  agreement  may, in fact, be contingent  upon  the
repayment of those funds.

                         Competition

The  Company  is  an insignificant participant  among  firms
which engage in business combinations with, or financing of,
development-stage  enterprises. There are  many  established
management  and financial consulting companies  and  venture
capital firms which have significantly greater financial and
personal resources, technical expertise and experience  than
the  Company.  In  view of the Company's  limited  financial
resources  and  management availability,  the  Company  will
continue to be at significant competitive disadvantage vis-a-
vis the Company's competitors.

                   Regulation and Taxation

The  Investment  Company Act of 1940 defines an  "investment
company" as an issuer which is or holds itself out as  being
engaged  primarily in the business of investing, reinvesting
or  trading securities. While the Company does not intend to
engage in such activities, the Company may obtain and hold a
minority   interest   in  a  number  of  development   stage
enterprises.  The  Company  could  be  expected   to   incur
significant registration and compliance costs if required to
register   under  the  Investment  Company  Act   of   1940.
Accordingly,   management  will  continue  to   review   the
Company's  activities from time to time with a  view  toward
reducing  the likelihood the Company could be classified  as
an "investment company".

The Company intends to structure a merger or acquisition  in
such   manner   as  to  minimize  Federal  and   state   tax
consequences to the Company and to any target company.

                          Employees

The  Company's only employees at the present  time  are  its
officers and directors, who will devote as much time as  the
Board  of Directors determine is necessary to carry out  the
affairs of the Company. (See "Item 5).

ITEM 7.   FINANCIAL STATEMENTS.

The  Audited Financial Statements as of December. 31,  2000,
and December 31, 1999

                INDEPENDENT AUDITOR'S REPORT

                     Board of Directors
                        Pure Country

Las Vegas, Nevada

     I  have audited the accompanying balance sheets of Pure
Country  (a  development stage company), as of December  31,
2000  and  December 31, 1999 and the related  statements  of
stockholders' equity for December 31, 2000 and December  31,
1999 and statements of operations and cash flows for the two
years ended December 31, 2000 and December 31, 1999 and  the
period July 27, 1995 (inception) to December 31, 2000. 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. 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 Pure Country as of December  31,  2000
and  December  31,  1999  and  the  related  statements   of
stockholders' equity for December 31, 2000 and December  31,
1999 and statements of operations and cash flows for the two
years  ended December 31, 2000 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 in Note 5 to the financial statements,
the  Company  has had no operations and has  no  established
source  of revenue. This raises substantial doubt about  its
ability to continue as a going concern. Management's plan in
regard  to these matters are also described in Note  5.  The
financial  statements  do not include any  adjustments  that
might result from the outcome of this uncertainty.

/s/ Kurt D. Saliger, C.P.A.
Kurt D. Saliger, C.P.A.
February 19, 2001

                        PURE COUNTRY
                (A Development Stage Company)
                       BALANCE SHEETS
<Table>

                              <c>         <c>
                         ASSETS
                                 December    December
                                 31, 2000    31, 1999
CURRENT ASSETS
  Cash                                  $0            $0
                                 ---------      --------
  TOTAL CURRENT ASSETS                  $0            $0
                                 ---------      --------
     TOTAL ASSETS                       $0            $0
                                 =========      ========

          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Officer Advances                  $2,475          $475
                                 ---------      --------
  TOTAL CURRENT LIABILITIES         $2,475          $475

STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 par
value
  authorized 10,000,000 shares;
  issued and outstanding at
  Dec. 31, 2000    none                 $0

  Common Stock, $.001 par value
  authorized 50,000,000 shares;
  issued and outstanding at
  Dec. 31, 1999 6,000,000 shares                  $6,000
  Dec. 31, 2000 6,000,000 shares    $6,000

  Additional Paid In Capital          $196          $196

  Deficit Accumulated During
  Development Stage               ($8,671)      ($6,671)
                                 ---------      --------
  TOTAL STOCKHOLDERS EQUITY       ($2,475)        ($475)
                                 ---------      --------
     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY               $0            $0
                                 =========      ========
</Table>

       See accompanying notes to financial statements.

                             -2-

                        PURE COUNTRY
                (A Development Stage Company)
                   STATEMENT OF OPERATIONS
<Table>

                        <c>          <c>          <c>
                           Year         Year         July 27, 1995
                           Ended        Ended        (inception)
                           December     December     to Dec. 31,
                           31, 2000     31, 1999     2000

INCOME
Revenue                            $0            $0             $0
                            ---------     ---------     ----------
TOTAL INCOME                       $0            $0             $0

EXPENSES

General, Selling
and Administrative             $2,000          $125         $8,671

Amortization                       $0            $0             $0

                            ---------     ---------     ----------
TOTAL EXPENSES                 $2,000          $125         $8,671
                            ---------     ---------     ----------
NET PROFIT (LOSS)            ($2,000)        ($125)       ($8,671)
                            =========     =========     ==========

NET PROFIT (LOSS)
PER SHARE                   ($0.0004)         (NIL)      ($0.0014)
                            =========     =========     ==========

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING           6,000,000     6,000,000      6,000,000
                            =========     =========     ==========
</Table>

        See accompany notes to financial statements.

                             -3-

                        PURE COUNTRY
                (A Development Stage Company)
        STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<Table>

                      <c>            <c>          <c>         <c>
                                Common Stock                       (Deficit)
                                -------------                     Accumulated
                            Number                   Additional      During
                              of                     Paid-in      Development
                            Shares         Amount    Capital         Stage
                           ---------      --------   ---------    ------------

Balance,
December 31, 1997              25,000         $6,196          $0       ($6,196)

Net Loss,
December 31, 1998                                                        ($350)
                         ------------    -----------   ---------     ----------
Balance, Dec. 31, 1998         25,000         $6,196          $0        (6,546)

Change from no par
value to $0.001
September 21, 1999                          ($6,171)      $6,171

Forward stock split
240 to 1
September 21, 1999          5,975,000         $5,975    ($5,975)

Net Loss,
December 31, 1999                                                        ($125)
                         ------------    -----------   ---------     ----------
Balance, Dec. 31, 1999      6,000,000         $6,000        $196       ($6,671)

Net Loss,
December 31, 2000                                                      ($2,000)
                         ------------    -----------   ---------     ----------
Balance, December 31,       6,000,000         $6,000        $196       ($8,671)
2000
                         ============    ===========   =========     ==========
</Table>

        See accompany notes to financial statements.

                             -4-

                        PURE COUNTRY
                (A Development Stage Company)
                   STATEMENT OF CASH FLOWS
<Table>

                         <c>            <c>             <C>
                                 Year           Year        July 27, 1995
                                Ended           Ended        (inception)
                               December       December         to Dec.
                               31, 2000       31, 1999        31, 2000

CASH FLOWS FROM
OPERATING ACTIVITIES

Net (Loss)                       ($2,000)           ($125)     ($8,671)

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                           $0               $0           $0
Officer Advances                   $2,000             $125       $2,475
                              -----------      -----------   ----------
Net cash used in
operating activities                   $0               $0     ($6,196)

CASH FLOWS FROM
FINANCING ACTIVITIES
Issue Common Stock                     $0               $0       $6,196
                              -----------      -----------   ----------
Net increase
(decrease) in cash                     $0               $0           $0

Cash, Beginning
of Period                              $0               $0           $0
                              -----------      -----------   ----------
Cash, End
of Period                              $0               $0           $0
                              ===========      ===========   ==========
</Table>

       See accompanying notes to financial statements.

                             -5-

                        PURE COUNTRY
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
           December 31, 2000 and December 31, 1999

NOTE 1 -  ORGANIZATION AND ACCOUNTING POLICIES

      The  Company was incorporated July 27, 1995 under  the
laws  of  the State of Nevada. The Company was organized  to
engage in any lawful activity. The Company currently has  no
operations and, in accordance with SFAS #7, is considered  a
development stage company.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method

       The  Company  records  income  and  expenses  on  the
       accrual method of 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 and disclosure of contingent
       assets  and liabilities at the date of the  financial
       statements  and the reported amounts of  revenue  and
       expenses during the reporting period. Actual  results
       could differ from those estimates.

     Cash and equivalents

       The  Company  maintains  a cash  balance  in  a  non-
       interest bearing bank that currently does not  exceed
       federally  insures  limits. For the  purpose  of  the
       statements   of   cash  flows,  all   highly   liquid
       investments  with  the maturity of  three  months  or
       less  are  considered to be cash  equivalents.  There
       are no cash equivalents as of December 31, 2000.

     Income Taxes

       Income  taxes  are provided for using  the  liability
       method of accounting in accordance with Statement  of
       Financial  Accounting Standards No. 109  (SFAS  #109)
       "Accounting  for Income Taxes. A deferred  tax  asset
       or   liability   is   recorded  for   all   temporary
       differences  between  financial  and  tax  reporting.
       Deferred tax expense (benefit) results from  the  net
       change  during  the year of deferred tax  assets  and
       liabilities.

                             -6-

                        PURE COUNTRY
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
           December 31, 2000 and December 31, 1999

NOTE   2  -   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
(CONTINUED)

     Reporting on Costs of Start-Up Activities

       In  April  1998, the American Institute of  Certified
       Public Accountants issued Statement of position  98-5
       ("SOP   98-5"),  "Reporting  the  Costs  of  Start-up
       Activities" which provides guidance on the  financial
       reporting   of   start-up  costs  and  organizational
       costs.  It requires costs of start-up activities  and
       organizational costs to be expensed as incurred.  SOP
       98-5  is  effective for fiscal years beginning  after
       December  15, 1998 with initial adoption reported  as
       the  cumulative  effect  of a  change  in  accounting
       principle.

     Loss Per Share

       Net  loss  per  share is provided in accordance  with
       Statement of Financial Accounting Standards  No.  128
       (SFAS  #128)  "Earnings Per Share".  Basic  loss  per
       share  is  computed by dividing losses  available  to
       common  stockholders by the weighted  average  number
       of  common  shares  outstanding  during  the  period.
       Diluted  loss  per share reflects per  share  amounts
       that  would  have resulted if dilutive  common  stock
       equivalents  had been converted to common  stock.  As
       of  December  31,  2000 the Company had  no  dilutive
       common stock equivalents such as stock options.

     Year End

       The  Company has selected December 31st as its fiscal
       year end.

     Year 2000 Disclosure

       The year 2000 issue had no effect on the Company.

NOTE 3 -  INCOME TAXES

       There  is no provision for income taxes for the  year
       ended   December   31,  2000.  The  Company's   total
       deferred  tax assets as of December 31,  2000  is  as
       follows:

       Net operating loss carry forward            $8,671
       Valuation allowance                         $8,671
       Net deferred tax asset                          $0

       The  federal  net operating loss carry  forward  will
       expire in 2017 to 2019.

                             -7-

                        PURE COUNTRY
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
           December 31, 2000 and December 31, 1999

NOTE 4 -  STOCKHOLDERS' EQUITY

     Common Stock

       The  authorized common stock of the Company  consists
       of  50,000,000 shares with a par value of $0.001  per
       share.

       On  July 27, 1995 the Company issued 20 shares of its
       no  par  value common stock in consideration of  $200
       in cash to one of its directors.

       On  July 27, 1997 the Company issued 24,980 shares of
       its  no  par  value common stock in consideration  of
       $5,996 in cash to three of its directors.

       On  September  21, 1999 the State of Nevada  approved
       the  Company's  restated  Articles  of  Incorporation
       which   increased  its  capitalization  from   25,000
       common  shares  of no par value to 50,000,000  common
       shares   with  a  par  value  of  $0.001  and   added
       10,000,000  preferred shares  with  a  par  value  of
       $0.001.

       On  September 21, 1999 the Company forward split  its
       common  stock  240:1 thus increasing  the  number  of
       outstanding  common shares from 25,000  to  6,000,000
       shares.

     Preferred Stock

       The   authorized  preferred  stock  of  the   Company
       consists  of  10,000,000 shares with a par  value  of
       $0.001 per share.

NOTE 5 -  GOING CONCERN

       The   Company's  financial  statements  are  prepared
       using   generally   accepted  accounting   principles
       applicable to a going concern which contemplates  the
       realization  of assets and liquidation of liabilities
       in  the  normal  course  of  business.  However,  the
       Company  does  not  have significant  cash  or  other
       material  assets,  nor does it  have  an  established
       source  of revenues sufficient to cover its operating
       costs  and  to  allow  it  to  continue  as  a  going
       concern.

                             -8-

                        PURE COUNTRY
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
           December 31, 2000 and December 31, 1999

NOTE 6 -  RELATED PARTY TRANSACTIONS

     The  Company  neither  owns  nor  leases  any  real  or
     personal  property. An officer of the Company  provides
     office   services  without  charge.  Such   costs   are
     immaterial to the financial statements and accordingly,
     have  not  been  reflected therein.  The  officers  and
     directors of the Company are involved in other business
     opportunities.  If  a  specific  business   opportunity
     becomes  available, such persons may  face  a  business
     interests. The Company has not formulated a policy  for
     the resolution of such conflicts.

NOTE 7 -  WARRANTS AND OPTIONS

     There are no warrants or options outstanding to acquire
     any additional shares of common or preferred stock.

NOTE 8 -  OFFICER ADVANCES

     While  the  Company was seeking additional  capital  to
     advance  its  business plan, an officer of the  Company
     has  advanced funds on behalf of the Company to pay for
     any  costs  incurred  by it. These funds  are  interest
     free.



                             -9-



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

The   Registrant  has  not  changed  accountants  since  its
formation, and Management has had no disagreements with  the
findings of its accountants.

                          PART III

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

The  members of the Board of Directors of the Company  serve
until  the next annual meeting of the stockholders, or until
their  successors have been elected. The officers  serve  at
the pleasure of the Board of Directors.

There  are  no  agreements for any officer  or  director  to
resign  at the request of any other person, and none of  the
officers  or directors named below are acting on behalf  of,
or at the direction of, any other person.

The  Company's officers and directors will devote their time
to  the  business on an "as-needed" basis, which is expected
to require 5-10 hours per month.

Information  as to the directors and executive  officers  of
the Company is as follows:

Name/Address             Age    Position
Lewis M. Eslick          61     President/Director
8452 Boseck Dr., Unit
272
Las Vegas, NV 89145
Leslie B. Eslick         46     Secretary/Director
8452 Boseck Dr., Unit
272
Las Vegas, NV 89145
Patsy Harting            59     Treasurer/Director
14133 Elmira Circle
Magnolia, CA 95954

Lewis M. Eslick; President

Mr. Lewis M. Eslick has been President and a Director of the
Registrant since April 1997.

Since  August  of 1995, he has been an owner and  served  as
Geschaeftsfuehrer  (Assistant Managing  Director)  of  Xaxon
Immobilien  und  Anlagen Consult GmbH.  Under  Mr.  Eslick's
direction,  the  company was awarded a  full  34-C  License,
which  allows every business except banking operations.  The
company  consults  with major development companies  of  the
European  Economic  Community  and  the  United  States   of
America.

From April, 1994, through December, 1994, Mr. Eslick was CEO
of  Travel  Masters,  where  he  developed  strategy  and  a
business  plan  for  the  company,  and  the  structure   to
establish  a central reservation complex to replace  Airline
City  Ticketing Offices in Reno and Las Vegas, Nevada  using
Electronic  Ticket  Delivery Networks (ETDN)  which  led  to
ticketless travel.

From  1986 to the Present, Mr. Eslick has been CEO of Mirex,
Inc.,  an  international consulting firm. He was responsible
for  several  successful negotiations on behalf  of  Bechtel
Engineering and Minerals, including:

     A   twelve-berth  harbor  to  accommodate  ocean  cargo
     vessels of up to 50,000 DTW at Mawan Harbor, the  mouth
     of the Pearl River

     The Shenzhen Petro-Chemical Refinery, with an operating
     capacity of 68,000 barrels per day.

     Arranged financing for the Mawan Port Facility with the
     assistance  of  Triad Enterprises S.A. Banco  Arabe  de
     Espanole  secured  a bank commitment  for  $375,000,000
     (US)  with  very favorable interest rates  and  set-off
     principal payments.

From  1983  to 1986, Mr. Eslick conceptualized and delivered
to  EF  Hutton the plan for what is now known as  "Reservoir
Inadequacy  Insurance," the methods by which  investors  are
protected  against inadequate oil reserves or dry wells.  He
developed  and co-authored with Lloyds of London syndication
that backed the policies.

From  1981  to 1983, Mr. Eslick was the project manager  for
Rosendin  Electric, overseeing the complete  wiring  of  the
building  that  tracks the Space Shuttle for  Lockheed.  For
1979 to 1981, Mr. Eslick served as the Managing Director  of
Interface Idrocaruare, Inc. S.A., a corporation with offices
in Geneva, Switzerland, and Konigswinter, West Germany, that
actively traded in the international spot oil market.

From  1954 to 1958, Mr. Eslick served in the US Navy  as  an
Aviation Electronics technician.

Leslie B. Eslick; Secretary

Ms.  Leslie  B. Eslick has been a Shareholder  Director  and
Secretary of the issuer since April 1997.

Since  August of 1995, she has been an owner and  served  as
Geschaeftsfuehrena  (Assistant Managing Director)  of  Xaxon
Immobilien und Anlagen Consult GmbH. Ms. Eslick assisted  in
obtaining for the company, a full 34-C License, which allows
every   business  except  banking  operations.  The  company
consults  with major development companies of  the  European
Economic Community and the Unites States of America.

Prior  to  1995,  she was a Director and  Vice-President  of
Mirex,  Inc.,  where  she assisted with  several  successful
negotiations  as  well  as  being responsible  for  accounts
payable  &  receivable for the firm. From 1983 to 1986,  Ms.
Eslick  assisted  conceptualization  and  delivery  to  E.F.
Hutton,  the  plan  for  what  is  now  known  as  Reservoir
Inadequacy Insurance. She co-developed and co-authored  with
Lloyds  of London, the syndication that backed the policies.
Ms.  Eslick  served  as  an Assistant Managing  Director  of
Interface  Indrocarbuare,  Inc.  S.A.,  a  corporation  with
offices  in  Geneva,  Switzerland,  and  Konigswinter,  West
Germany  that actively traded in the international spot  oil
market. Ms. Eslick attended the University of California  at
Berkley.

Patsy Harting; Treasurer

Ms.  Harting has been an officer and director of the Company
since April 1997.

Since 1996, Mrs. Harting has been a Phlebotomist working  in
the   Intensive  Care  Unit  and  the  laboratory  at  Inlow
Hospital,  Chico,  California. Her  duties  consist  of  the
normal activities associated with the care of the critically
ill and post surgery patients.

Prior  to that, during the years from 1983 until 1996,  Mrs.
Harting  was the owner of PJ's Red Onion, a very  successful
restaurant located in Paradise, CA. She operated a  thriving
business   and  supplied  Specialty  Pies  to  the   largest
restaurants in Chico and Orville, CA for over twelve  years.
Ms. Harting sold her business interests in the early part of
1996.

ITEM 10.  EXECUTIVE COMPENSATION

None of the Company's officers and/or directors receive  any
compensation for their respective services rendered  to  the
Company,  nor  have they received such compensation  in  the
past.  They  both  have  agreed to act without  compensation
until  authorized by the Board of Directors,  which  is  not
expected   to  occur  until  the  Registrant  has  generated
revenues  from operations after consummation of a merger  or
acquisition. As of the date of this registration  statement,
the  Company  has  no  funds  available  to  pay  directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.

It   is   possible  that,  after  the  Company  successfully
consummates  a  merger or acquisition with  an  unaffiliated
entity,  that entity may desire to employ or retain  one  or
more members of the Company's management for the purposes of
providing  services  to the surviving entity,  or  otherwise
provide  other  compensation to such persons.  However,  the
Company has adopted a policy whereby the offer of any  post-
transaction remuneration to members of management  will  not
be  a  consideration in the Company's decision to  undertake
any  proposed  transaction. Each member  of  management  has
agreed  to disclose to the Company's Board of Directors  any
discussions concerning possible compensation to be  paid  to
them by any entity which proposes to undertake a transaction
with the Company and further, to abstain from voting on such
transaction.  Therefore,  as a  practical  matter,  if  each
member  of  the  Company's  Board of  Directors  is  offered
compensation  in  any  form from any prospective  merger  or
acquisition candidate, the proposed transaction will not  be
approved by the Company's Board of Directors as a result  of
the  inability of the Board to affirmatively approve such  a
transaction.

It  is possible that persons associated with management  may
refer  a prospective merger or acquisition candidate to  the
Company.  In the event the Company consummates a transaction
with any entity referred by associates of management, it  is
possible  that  such  an associate will be  compensated  for
their  referral  in  the  form of  a  finder's  fee.  It  is
anticipated  that this fee will be either  in  the  form  of
restricted common stock issued by the Company as part of the
terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in  the
form  of  cash,  such  payment  will  be  tendered  by   the
acquisition  or  merger candidate, because the  Company  has
insufficient cash available. The amount of such finder's fee
cannot  be  determined as of the date of  this  registration
statement, but is expected to be comparable to consideration
normally  paid in like transactions. No member of management
of the Company will receive any finders fee, either directly
or  indirectly, as a result of their respective  efforts  to
implement  the  Company's  business  plan  outlined  herein.
Persons  "associated" with management is meant to  refer  to
persons  with  whom management may have had  other  business
dealings,  but who are not affiliated with or  relatives  of
management.

No  retirement,  pension, profit sharing,  stock  option  or
insurance  programs  or  other similar  programs  have  been
adopted by the Registrant for the benefit of its employees.

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

The  following  table sets forth each person  known  to  the
Company,  as of February 28, 2001, to be a beneficial  owner
of  five percent (5%) or more of the Company's common stock,
by  the Company's directors individually, and by all of  the
Company's  directors and executive officers as a  group.  In
this case, the only holders of more than 5% of the Company's
common  stock  are the directors and executive officers,  so
only  one  table is shown. Except as noted, each person  has
sole  voting and investment power with respect to the shares
shown.

Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
Common     Leslie B. Eslick         1,000,000     16.67%
           8452 Boseck St., Unit
           272
           Las Vegas, NV 89128
Common     Lewis M. Eslick          1,050,000     17.50%
           8452 Boseck St., Unit
           272
           Las Vegas, NV 89128
Common     Patsy L. Harting         1,000,000     16.67%
           14133 Elmira Circle
           Magnolia, CA 95954

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Board  of  Directors  has  passed  a  resolution  which
contains  a  policy  that  the  Company  will  not  seek  an
acquisition or merger with any entity in which  any  of  the
Company's  Officers,  Directors, principal  shareholders  or
their  affiliates or associates serve as officer or director
or  hold any ownership interest. Management is not aware  of
any  circumstances under which this policy  may  be  changed
through their own initiative.

The  proposed business activities described herein  classify
the  Company  as a "blank check" company. Many  states  have
enacted statutes, rules and regulations limiting the sale of
securities  of  "blank check" companies in their  respective
jurisdictions. Management does not intend to  undertake  any
efforts  to  cause  a  market to develop  in  the  Company's
securities  until such time as the Company has  successfully
implemented its business plan described herein.

ITEM 13.  EXHIBITS.

EXHIBITS

3.1   The  exhibit consisting of the Company's  Articles  of
Incorporation is attached to the Company's amended Form  10-
SB, filed on June 23, 2000. This exhibit is incorporated  by
reference to that Form.

3.2   The  exhibit  consisting of the  Company's  Bylaws  is
attached to the Company's amended Form 10-SB, filed on  June
23,  2000. This exhibit is incorporated by reference to that
Form.
                         SIGNATURES

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


                           By: /s/ Lewis M. Eslick
                              Lewis M. Eslick, President
                           Date:                 March 6,
                              2001