SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

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

For the year ended December 31, 2001
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, 2001:
$ 0

As of December 31, 2001, 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, 2001: 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 is a Nevada corporation formed on July 27, 1995.  Our
principal place of business is located at 8764 Carlitas Joy Court,
Las Vegas, Nevada 89119.

The original business plan to offer handcrafted wares over the
internet was abandoned due to the lack of funds available in order to
implement this business plan. However, management now believes that
through the proceeds from this offering, it will be able to raise
enough initial capital to begin operations and build a web-site.

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  the  present
Treasurer; and 4,200 shares to an individual, who transferred some of
his  shares  to 9 individuals on September 5, 1997. On  September  5,
1997,  the  current President transferred some of his  shares  to  24
individuals.  On  August 29, 1997, the current Treasurer  transferred
some  of  her  shares  to  14 individuals. All  transfers  were  made
pursuant to Section 4(1) 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.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company neither owns nor leases any real property at this  time.
The  Company  does  have  the use of office space  from  one  of  the
directors, Lewis M. Eslick, at no cost to the Company, and Management
expects  this arrangement to continue. Mr. Eslick also pays 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  registration  statement contains statements that  are  forward-
looking statements within the meaning of the federal securities laws.
These  include statements about our expectations, beliefs, intentions
or  strategies for the future, which we indicate by words or  phrases
such  as  "anticipate," "expect," "intend," "plan," "will," "believe"
and  similar  language. These statements involve  known  and  unknown
risks, including those resulting from economic and market conditions,
the   regulatory   environment  in  which  we  operate,   competitive
activities,  and  other  business  conditions,  and  are  subject  to
uncertainties   and   assumptions  set  forth   elsewhere   in   this
registration statement. Our actual results may differ materially from
results anticipated in these forward-looking statements. We base  our
forward-looking statements on information currently available to  us,
and we assume no obligation to update these statements.

                     Plan of Operation - General

The following Plan of Operation should be read in conjunction with
our financial statements and notes thereto and the other financial
information included elsewhere in this prospectus. In addittion to
historical information, this plan of operation and other parts of
this prospectus contain forward-looking information that involves
risks and uncertainties. Our actual results could differ materially
from those anticipated by such forward-looking information as a
result of certain factors including, but not limited to, those set
forth under "Risk Factors" and elsewhere in this prospectus.

Pure Country is a developmental stage company and has neither engaged
in any operations nor generated any revenues from operations.  Since
inception, operations have been limited to developing the concept for
our business plan.

As of December 31, 2001, the Company has no working capital, and there
can be no assurance that our financial condition will improve. No
money has been provided to the Company by the current officers and
directors.  Investors are being relied upon to provide all the
capital needed for the initial development of the Company.
Management's plan of operation for the next twelve months is to:

  * raise operating capital by selling shares of our common stock
     through a secondary public offering followed by one or more
     private placements if necessary;

  * develop relationships with artisans;

  * provide the facilities and resources necessary to achieve the
     business goals of the Company; and

  * attract and retain highly qualified employees in order to
     appropriately staff business operations.

Pure Country will charge each artisan a subscription fee of $100.00
per year, which would allow the individual artisan to display his/her
crafts in an electronic catalogue which would be distributed via the
Internet to users of the Internet in all parts of the world. Pure
Country's concept would allow anyone who had a crafting talent to
market his or her wares through a central distribution center.



Currently, we use the offices of our President, Lewis Eslick, on a
rent-free basis.  In addition, he provides all office services at no
cost to the Company.  We expect this arrangement to continue until
such time as we decide that additional office space is required and
we have raised enough capital to hire employees and begin to
implement our business plan.

We  intend  to utilize the services of website managers and designers
in  order to keep our operating costs down. Prices for services which
will  design  our website as well as manage the site  range  anywhere
from  $19.95/month to $45/month, some with a start up  fee,  for  the
small  to medium sized businesses just getting started. Many of these
web  hosting  services  also include ISP  services  included  in  the
monthly  fees. Eventually, in the future, we intend to hire  a  full-
time  web  page designer and manager once our operations  grow  to  a
capacity which will require our own staff.

                              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,  2001,  and
December 31, 2000

                          TABLE OF CONTENTS


                                                    PAGE #


     INDEPENDENT AUDITORS REPORT                        1


     FINANCIAL STATEMENTS


          BALANCE SHEET                                  2


          STATEMENT OF OPERATIONS                        3


          STATEMENT OF STOCKHOLDERS' EQUITY              4


          STATEMENT OF CASH FLOWS                        5


          NOTES TO FINANCIAL STATEMENTS                6-9



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, 2001 and
December 31, 2000 and the related statements of stockholders' equity
for December 31, 2001 and December 31, 2000 and statements of
operations and cash flows for the two years ended December 31, 2001
and December 31, 2000 and the period July 27, 1995 (inception) to
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 auditing standards
generally accepted in the United States of America. 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, 2001 and December 31, 2000 and the
related statements of stockholders' equity for December 31, 2001 and
December 31, 2000 and statements of operations and cash flows for the
two years ended December 31, 2001 and December 31, 2000 and the
period July 27, 1995 (inception) to December 31, 2001 in conformity
with accounting principles generally accepted in the United States of
America.
          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 18, 2002

    1601 South Rainbow Blvd., Suite 220B .Las Vegas, Nevada 89146
              Phone: (702) 367-1988 Fax: (702) 948-8674

                            PURE COUNTRY
                    (A Development Stage Company)

                            BALANCE SHEET
                          December 31, 2001

                               ASSETS
<Table>

                                        <c>            <c>
                                            December       December
                                            31, 2001       31, 2000


CURRENT ASSETS                                    $   0           $   0
  Cash                                       ----------       ---------
  TOTAL CURRENT ASSETS                            $   0           $   0
                                             ----------       ---------
      TOTAL ASSETS                                $   0           $   0
                                             ----------       ---------
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Officers Advances                            $  3,360          $  475
                                             ----------       ---------
  TOTAL CURRENT LIABILITIES                    $  3,360          $  475

STOCKHOLDERS EQUITY

Preferred Stock, $0.001 Par Value
Authorized 10,000,000 Shares
Issued and Outstanding
At December 31, 2001 - None                       $   0

Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
December 31, 2000 - 6,000,000 shares                           $  6,000
December 31, 2001 - 6,000,000 shares           $  6,000

Additional paid in Capital                      $   196         $   196

Deficit Accumulated during
development stage                              $ -9,556        $ -6,671
                                             ----------       ---------
TOTAL STOCKHOLDERS' EQUITY                     $ -3,360        $   -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
                          December 31, 2001

<Table>

                        <c>           <c>           <c>
                           Year          Year          July 27,
                                                       1995
                           Ended         Ended          (Inception)
                           December      December       to December
                           31, 2001      31, 2000       30, 2001

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

General, Selling
and Administrative             $   885           $   0     $   9,556

Amortization                     $   0           $   0         $   0
                            ----------       ---------    ----------


TOTAL EXPENSES                 $   885           $   0     $   9,556

NET PROFIT (LOSS)             $   -885           $   0    $   -9,556
                            ----------       ---------    ----------
NET PROFIT (LOSS)
PER SHARE                    $   (NIL)           (NIL)         (NIL)
                            ----------       ---------    ----------

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



           See accompanying notes to financial statements

                                - 3 -



                            PURE COUNTRY
                    (A Development Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                          December 31, 2001


<Table>

                     <c>          <c>          <c>           <c>
                           Common Stock                         (Deficit)
                        Number                    Additional    Accumu-
                        of                        paid-in       lated
                        Shares       Amount       Capital       Deficit


Balance Dec 31, 1997        25,000       $  6,196           $0     $ -6,196

Net Loss
December 31, 1998                                                   $  -350
                                                                  ---------
Balance Dec 31, 1998        25,000       $  6,196           $0     $ -6,456

Changed 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
                                                                  ---------
Net loss
December 31, 2001                                                    $ -885
                                                                  ---------
Balance
December 31, 2001        6,000,000      $   6,000      $   196     $ -9,556
                         ---------      ---------      -------    ---------
</Table>


           See accompanying notes to financial statements

                                    - 4 -



                            PURE COUNTRY
                    (A Development Stage Company)

                       STATEMENT OF CASH FLOWS

                          December 31, 2001
<Table>

                           <c>             <c>            <c>
                              Year            Year           July 27,
                                                             1995
                              Ended           Ended          (Inception)
                              Dec. 31,        Dec. 31,       to Dec. 31,
                              2001            2000           2001
Cash Flows from
Operating Activities

  Net Loss                          $  -885           $  -0      $ -9,556

  Adjustment to
  Reconcile net loss
  To net cash provided
  by operating
  Activities

  Amortization                        $   0           $   0         $   0
  Officers Advances                  $  885           $   0       $ 3,360
                                -----------      ----------     ---------

Net cash used in
Operating activities                  $   0           $   0      $ -3,685

Cash Flows from
Investing Activities                  $   0           $   0         $   0

CASH FLOWS FROM
FINANCING ACTIVITIES
Issue Common Stock                        0               0         3,685
                                -----------      ----------     ---------
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, 2001 and December 31, 2000




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.  The Company
will develop a website to purchase and sell hand crafted items.  The
company intends to charge subscribers a fee for subscription to their
web site and each hand crafted item sold.

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
        insured 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, 2001.

     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, 2001 and December 31, 2000


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, 2001 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 asset as of
     December 31, 2001 is as follows:

          Net operating loss carry forward              $6,952
          Valuation allowance                           $6,952
          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, 2001 and December 31, 2000

NOTE 4 STOCKHOLDER'S 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
        that 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, 2001 and December 31, 2000





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 conflict in
     selecting between the Company and their other 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.

On February 1, 2001, Pure Country engaged the accounting
firm of Kurt Saliger to serve as its new principal
independent accountant.  Mr. Saliger replaces Barry Friedman
as the Company's principal auditor.

Barry Friedman passed away which made the board of directors
search for a new accountant.

The former accountant's report on the financial statements
for the fiscal year 1999 did not contain an adverse opinion
or disclaimer of opinion, and was not qualified as to
uncertainty, audit scope or accounting principles.

During the two most recent fiscal years and the subsequent
interim period preceding the passing of Mr. Friedman, there
were no disagreements with the former accountant on any
matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreement(s), if any, if not resolved to the satisfaction
of the former accountant would have caused it to make
reference to the subject matter of the disagreement(s), if
any, in connection with its reports.

                          PART III

ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS,   AND
          CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)  OF
          THE EXCHANGE ACT

The members of the Board of Directors of Pure Country 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 approximately 80 hours per month.

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

    Name/Address                 Age     Position

    Lewis M. Eslick              62      President/Director
    8764 Carlitas Joy Court
    Las Vegas, NV 89117

    Leslie B. Eslick             48      Secretary/Director
    8764 Carlitas Joy Court
    Las Vegas, NV 89117

    Patsy Harting                60      Treasurer/Director
    14133 Elmira Circle                  tor
    Magnolia, CA 95954

Lewis M. Eslick; President

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

Since  April  1997,  Mr. Eslick has been the  president  and
director  of  Music  Etc.,  Inc.,  a  company  involved   in
establishing   an   online   business   which   will   offer
instructions for music lessons via the Internet.

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 Registrant since April 1997.

Since  April  1997,  Ms. Eslick has been the  secretary  and
director  of  Music  Etc.,  Inc.,  a  company  involved   in
establishing   an   online   business   which   will   offer
instructions for music lessons via the Internet.

From  August  1995 to November 2000, she was  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

Mrs.  Harting  has  been  an officer  and  director  of  the
Registrant since April 1997.

Since  April  1997, Mrs. Harting has been the treasurer  and
director  of  Music  Etc.,  Inc.,  a  company  involved   in
establishing   an   online   business   which   will   offer
instructions for music lessons via the Internet.

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.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), requires that the Company's
officers and directors, and persons who own more than ten
percent (10%) of a registered class of the Company's equity
securities, file reports of ownership and changes of
ownership with the SEC. Officers, directors and greater than
ten percent (10%) shareholders are required by SEC
regulation to furnish the Company with copies of all such
reports they file.

Based solely on its review of the copies of such reports
received by the Company, and on written representations by
the Company's officers and directors regarding their
compliance with the applicable reporting requirements under
Section 16(a) of the Exchange Act, the Company believes
that, with respect to its fiscal year ended December 31,
2001, the Company's officers and directors and all of the
persons known to the Company to own more than ten percent
(10%) of the Company's Common Stock, either failed to file,
on a timely basis, or have yet to file the required
beneficial ownership reports with the SEC.

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  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.  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.

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 us, as
of December 31, 2000, to be a beneficial owner of five
percent (5%) or more of Pure Country's outstanding common
stock, each officer and director individually, and all
executive officers and directors as a group.  No other class
of voting securities is outstanding.  Each person is
believed to have sole voting and investment power over the
shares. Except as noted, each person has sole voting and
investment power with respect to the shares shown.  None of
the beneficial owners has the right to acquire any shares of
Pure Country's common stock within 60 days pursuant to
options, warrants, rights, conversion privileges, or similar
obligations. Unless otherwise indicated, all shares are
directly owned by the persons named.


   Name and Address of      Amount and Nature of  Percent of
   Owner                    Beneficial Ownership     Class

   Lewis Eslick (1)          1,080,000 shares,          18.0%
   8764 Carlitas Joy Ct.              directly
   Las Vegas, NV  89117

   Leslie Eslick (1)          1,116,000 shares          18.0%
   8764 Carlitas Joy Ct.
   Las Vegas, NV  89117

   Xaxon Immobilien und
   Anlagen Consult GmbH (1)   1,116,000 shares          18.0%
   8764 Carlitas Joy Court
   Las Vegas, NV 89117

   Patsy Harting (2)         1,044,000 shares,          18.2%
   14133 Elmira Circle                directly
   Magnolia, CA  95954          48,000 shares,
                                    indirectly
   Includes all officers
   and directors of Pure             3,252,000          54.2%
   Country as a group (3
   persons)

_______________________________

(1)   Lewis  Eslick, the current president and  director  of
Pure  Country, is the Managing Director of Xaxon  Immobilien
und  Anlagen Consult GmbH, which owns 36,000 shares  of  the
Company's  common  stock.  Therefore,  together   with   his
holdings  of  1,080,000  shares, Mr. Eslick  has  beneficial
ownership  of a total of 1,116,000 shares, which  represents
18% of Music Etc.'s outstanding stock.

Leslie  Eslick is the former wife of Lewis Eslick,  both  of
which  disclaim beneficial ownership of each other's shares.
Lewis  Eslick is the brother of Patsy Harting, both of which
disclaim beneficial ownership of each other's shares.

(2)   Patsy  Harting directly owns 1,044,000 shares  of  the
common  stock of the Company. 48,000 shares of common  stock
are  owned  by  her  husband  and  therefore  deemed  to  be
beneficially owned by Mrs. Harting.

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: April 4, 2002