SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 FORM 10-KSB


[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [NO FEE REQUIRED]

      For the fiscal year ended December 31, 2000.

                                      OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                      Commission file number: 000-30245

                             BENNION CORPORATION
            (Exact name of Registrant as specified in its charter)

            Nevada                                     87-0617040
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)


#440, 476 East South Temple, Salt Lake City, Utah           84111
(Address of principal executive offices)                  (Zip code)

Issuer's telephone number, including area code: (801) 323-2395

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [  ]

State issuer's revenue for its most recent fiscal year: None.

As of February 1, 2001, the registrant had 11,500,000 shares of common stock
outstanding.  The registrant does not have an active trading market and a
market value of the voting stock held by non-affiliates cannot be determined.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes [  ]  No [ X ]

<PAGE>



                                    PART I
Item 1.  Description of business........................................... 3
Item 2.  Description of property........................................... 7
Item 3.  Legal proceedings................................................. 7
Item 4.  Submission of matters to a vote of security holders............... 7

                                   PART II

Item 5.  Market for common equity and related stockholder matters
 ......... 7
Item 6.  Management's discussion and analysis or plan of operations........ 7
Item 7.  Financial statements.............................................. 8
Item 8.  Changes in and disagreements with accountants on accounting
         and financial disclosure.......................................... 8

                                   PART III

Item 9.  Directors, executive officers, promoters and control persons,
         compliance with Section 16(a) of the Exchange Act................. 9
Item 10. Executive compensation............................................ 9
Item 11. Security ownership of certain beneficial owners and management... 10
Item 12. Certain relationships and related transactions................... 10

                                   PART IV

Item 13. Exhibits and reports on Form 8-K..................................10


<PAGE> 2

                          FORWARD LOOKING STATEMENTS

       In this annual report references to "Bennion," "we," "us," and "our"
refer to Bennion Corporation.

     This annual report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Bennion's control.  These factors include but are not limited to economic
conditions generally and in the industries in which Bennion may participate;
competition within Bennion's chosen industry, including competition from much
larger competitors; technological advances and failure by Bennion to
successfully develop business relationships.

                       ITEM 1: DESCRIPTION OF BUSINESS

Business Development

     Bennion Corporation was incorporated in the state of Nevada on August 27,
1998, as the wholly owned subsidiary of Bennion Corporation, an Arkansas
corporation.  Bennion Arkansas merged with such wholly owned subsidiary on
October 6, 1998 solely to change its domicile from Arkansas to Nevada.
Bennion Arkansas was originally incorporated in the state of Arkansas on
January 30, 1986 as Hystar Aerospace Marketing Corporation of Arkansas and was
a wholly owned subsidiary of VIP Worldnet, Inc., a Nevada corporation
(formerly Nautilus Entertainment, Inc.).  In anticipation of a merger in July
2000, VIP Worldnet, Inc. surrendered its controlling interest, however, the
merger was abandoned. Bennion Corporation does not have active business
operations.

Our Plan

     We are a "blank check" company and have had recurring operating losses
for the past two fiscal years.  Our independent auditors have expressed doubt
that we can continue as a going concern unless we obtain financing to continue
operations.

     Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity.  Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise.  We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any preliminary or
definitive agreements or understandings with any person concerning an
acquisition or merger.

     Based on current economic and regulatory conditions, management believes
that it is possible, if not probable, for a company like ours, without many
assets or liabilities, to negotiate a merger or acquisition with a viable
private company.  The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public".  However, should any of these conditions change, it
is very possible that there would be little or no economic value for anyone
taking over control of Bennion.

     Our search for a business opportunity will not be limited to any
particular geographical area or industry, including both U.S. and
international companies.  Our management has unrestricted discretion in
seeking and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current stockholders, or plan to acquire additional assets
through issuance of securities rather than for cash will be potential merger
or acquisition candidates.


                                      3

<PAGE>

     The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement.  There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our stockholders.  Should a merger or acquisition
prove unsuccessful, it is possible management may decide not to pursue further
acquisition activities and management may abandon its activities and we may
become dormant or be dissolved.

     Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our stockholders.

     It is possible that the range of business opportunities that might be
available for consideration by us could be limited by impact of the SEC
regulations regarding purchase and sale of "penny stock."  Our common stock is
listed on the NASD OTC Bulletin Board, but does not have an active public
market at this time.  We cannot assure that a market will develop or that a
stockholder ever will be able to liquidate his investments without
considerable delay, if at all.  If a market develops, our shares will likely
be subject to the rules of the Penny Stock Suitability Reform Act of 1990. The
liquidity of penny stock is affected by specific disclosure procedures
required by this Act to be followed by all broker-dealers, including but not
limited to, determining the suitability of the stock for a particular
customer, and obtaining a written agreement from the customer to purchase the
stock.  This rule may affect the ability of broker-dealers to sell our
securities and may affect the ability of purchasers to sell our securities in
any market.

Investigation and Selection of Business Opportunities

     We anticipate that business opportunities will come to our attention from
various sources, including our officers and directors, our stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, investment banking firms, venture capitalists, members of the
financial community and others who may present unsolicited proposals.
Management expects that prior personal and business relationships, and
specifically, our relationship with Mutual Ventures Corporation, an investment
banking firm, may lead to contacts with these various sources.

     Our management will analyze the business opportunities, however, none of
our management are professional business analysts.  (See, Part II Item 9:
"Directors and Executive Officers.") Our management has had no experience with
mergers and acquisitions of business opportunities and has not been involved
with an initial public offering.  Management may rely on promoters or their
affiliates, principal stockholders or associates to assist in the
investigation and selection of business opportunities.

     Our management may also hire an outside consultant.  Since our management
has no current plans to use any outside consultants or advisors to assist in
the investigation and selection of business opportunities, no policies have
been adopted regarding use of such consultants or advisors.  We have not
established the criteria to be used in selecting such consultants or advisors,
the service to be provided, the term of service, or the total amount of fees
that may be paid. However, because of our limited resources, it is likely that
any such fee we agree to pay would be paid in stock and not in cash.  In
addition, there is a possibility that the amount of consultant fees may become
a factor in negotiations related to a business opportunity.

     Certain conflicts of interest exist or may develop between us and our
officers and directors.  Our management has other business interests to which
they currently devote attention, which include their primary employment and
management of other blank check reporting companies.  They may be expected to
continue to devote their attention to these other business interests although
management time should be devoted to our business.  As a result, conflicts of
interest may arise that can be resolved only through their exercise of
judgement in a manner which is consistent with their fiduciary duties to us.
In particular, our officers and directors are directors of other

                                      4
<PAGE>

blank check companies with a structure and a business plan which is identical
to ours and, they may, in the future, be involved with other blank check
companies.  In the process of negotiations for an acquisition or merger or
determination of consulting fees related to investigation of a business
opportunity, our principal stockholders and management may consider their own
personal pecuniary benefit or the interests of other blank check companies
they are affiliated with rather than the best interests of our other
stockholders.

     We presently do not foresee entering into a merger or acquisition
transaction with any business with which our officers or directors are
currently affiliated. We may acquire or merge with companies of which our
management's  affiliates or associates have a direct or indirect ownership
interest.  If we determine in the future that a transaction with an affiliate
would be in our best interest we are permitted by Nevada law to enter into
such a transaction if:

     (1)     The material facts regarding the relationship or interest of the
affiliate in the contract or transaction are disclosed or are known to the
board of directors.  The board authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors constitute less than a quorum; or

     (2)     The material facts regarding the relationship or interest of the
affiliate in the contract transaction are disclosed or are known to the
stockholders entitled to vote on the transaction, and the contract or
transaction is specifically approved by vote of the stockholders; or

     (3) The contract or transaction is fair to us at the time it is
authorized, approved or ratified by the board of directors or the
stockholders.

     A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the business opportunity's
management and personnel, the anticipated acceptability of its new products or
marketing concept, the merit of its technological changes, the perceived
benefit that it will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.  In many instances, we anticipate that
the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes.  We will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes.

     In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:

     (1)   Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

     (2)   Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;

     (3)   Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.

     (4)   Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

                                      5
<PAGE>


     (5)   The extent to which the business opportunity can be advanced;

     (6)   Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;

     (7)   Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;

     (8)   The cost of our participation as compared to the perceived tangible
and intangible values and potential; and

     (9)   The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

     No one of the factors described above will be controlling in the
selection of a business opportunity.  Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development.  Thus, the task of comparative investigation and
analysis of such business opportunities will be extremely difficult and
complex. Potential investors must recognize that, because of our limited
capital available for investigation and management's limited experience in
business analysis, we may not discover or adequately evaluate adverse facts
about the opportunity to be acquired.

Form of Acquisition

     We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity.  The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such method may
include, but is not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other forms of organization.  We may be required to merge, consolidate or
reorganize with other corporations or forms of business organization. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.

     We likely will acquire our participation in a business opportunity
through the issuance of common stock or other securities.  Although the terms
of any such transaction cannot be predicted, it should be noted that issuance
of additional shares might also may be done simultaneously with a sale or
transfer of shares representing a controlling interest by current principal
stockholders.

Competition

     We expect to encounter substantial competition in our effort to locate
attractive opportunities.  Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities.  We also will experience competition from
other public "blank check" companies, many of which may have more funds
available.

Employees

     We currently have no employees.  Our management expects to confer with
consultants, attorneys and

                                      6
<PAGE>

accountants as necessary.  We do not anticipate a need to engage any full-time
employees so long as we are seeking and evaluating business opportunities.  We
will determine the need for employees based upon the specific business
opportunity.


                      ITEM 2: DESCRIPTION OF PROPERTIES

     We do not currently own or lease any property.  We utilize office space
in the office of one of our shareholders at no cost.  Until we pursue a viable
business opportunity and recognize income, we will not seek independent office
space.


                          ITEM 3: LEGAL PROCEEDINGS

     We are not a party to any proceedings or threatened proceedings as of the
date of this filing.


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

     We have not submitted a matter to a vote of our shareholders during the
fourth quarter of the 2000 fiscal year.


                    ITEM 5: MARKET PRICE FOR COMMON EQUITY
                       AND RELATED STOCKHOLDER MATTERS

     Our common stock is listed on the NASD OTC Bulletin Board under the
symbol "BENN".  We have had no market activity in our stock as of this filing.
We have approximately 80 stockholders of record and 3,160,700 common shares
are unrestricted shares and the balance, 8,339,300, are restricted shares as
that term is defined in Rule 144. On July 14, 2000 our board of directors
authorized a 2-for-1 forward split of our common stock.  We have no options or
warrants outstanding.  We have not declared dividends on our common stock and
do not anticipate paying dividends on our common stock in the foreseeable
future.

b) Recent Sales of Unregistered Securities

     The following discussion describes all securities sold by us within the
past three years without registration:

     On July 11, 2000, we issued 7,500,000 (3,750,000 pre-split) common shares
into escrow in anticipation of a merger.  The shares remain in escrow, but the
merger has been abandoned.   We relied on an exemption from registration under
the Securities Act of 1933 provided by Section 4(2) as a private transaction
not involving a public distribution.


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

Plan of Operation

     We have no assets and have experienced losses from inception.  For the
fiscal year ended December 31, 2000, we had no cash on hand and total current
liabilities of $30,000.  The $30,000 note payable is owed to Mutual Ventures
Corporation for professional and legal fees incurred during 1999 paid on our
behalf by Mutual Ventures.

                                      7
<PAGE>

     We have no commitments for capital expenditures for the next twelve
months.  During the next twelve months we believe that our current cash needs
can be met by loans from our directors, officers and stockholders based on
understandings we have with these individuals.  We anticipate that Mutual
Ventures will continue to provide investment banking services and advance
costs on our behalf.  We may repay these loans, costs of services  and
advancements with cash, if available, or we may convert them into common
stock.  Management anticipates future private placements of our common shares
will help fund future operations.

     In July 2000 management identified a potential business opportunity and
took steps in anticipation of an acquisition.  VIP Worldnet returned
15,000,000 outstanding shares to the corporate treasury which were canceled
and we placed 3,750,000 shares in escrow, and effected a 2-for-1 forward
split.  However, the negotiations were unsuccessful and we abandoned the
acquisition.

     Our reporting obligations involve considerable time, energy and
professional fees.  We will incur expenses due to the legal and accounting
services required to prepare such reports and the costs of filing such reports
with the Securities and Exchange Commission.  Also, our management must expend
time and effort to assist in the preparation and review of such reports.  In
the event we acquire a business opportunity we may incur additional expenses
related to proxy or information statements we must provide to our stockholders
which disclose that company's business operations, management and financial
condition.  In addition, the acquired or merged company will be subject to
these same reporting obligations

     Our management intends to actively seek business opportunities during the
next twelve months and if we obtain a business opportunity, it may be
necessary to raise additional capital.  This may be accomplished by selling
our common stock.


                         ITEM 7: FINANCIAL STATEMENTS

     Reference is made to the financial statements for the years ended
December 31, 2000 and 1999 attached to this Form 10-KSB report.


            ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

     As previously reported, in May of 1999 the Board of Directors retained
Crouch, Bierwolf and Chisholm, located in Salt Lake City, Utah, as our
principal independent accountant.  Our previous independent auditors, Hammond
& Company had audited our financials statements from inception on January 30,
1986 through December 31, 1998.  Hammond & Company's report for such
financials, dated April 16, 1999, did not contain an adverse opinion,
disclaimer of opinion nor was it modified as to uncertainty, audit scope or
accounting principles.  There were no disagreements with Hammond & Company on
any matter regarding accounting principles or practices, financial statement
disclosure, or auditing scope or procedure for the two most recent fiscal
years and any interim period.

     Neither we, nor someone on our behalf, consulted with Crouch, Bierwolf &
Chisholm regarding the application of accounting principles to a specific
completed or contemplated transaction or the type of audit opinion that might
be rendered on our financial statements.  Nor was a written report or oral
advice provided to us that Chisholm & Associates considered was an important
factor we relied on in reaching decisions about accounting, auditing or
financial reporting issues for the two most recent fiscal years and any
interim period.

     As previously reported, on August 4, 2000, Crouch, Bierwolf & Chisholm,
C.P.A.s, located in Salt Lake City, Utah, was replaced by Chisholm &
Associates as our independent auditor.  The decision to change accountants was
approved by our Board of Directors.  Crouch, Bierwolf & Chisholm had audited
our financials statements for December 31, 1999 and 1998.  Crouch Bierwolf &
Chisholm's report on such financials, dated

                                      8
<PAGE>

January 7, 2000, did not contain an adverse opinion, disclaimer of opinion nor
was it modified as to uncertainty, audit scope or accounting principles.
There were no disagreements with Crouch, Bierwolf & Chisholm on any matter
regarding accounting principles or practices, financial statement disclosure,
or auditing scope or procedure during the two fiscal years or any subsequent
interim period preceding the date of their dismissal.

     Neither we, nor someone on our behalf, consulted with Chisholm &
Associates regarding the application of accounting principles to a specific
completed or contemplated transaction or the type of audit opinion that might
be rendered on our financial statements.  Nor was a written report or oral
advice provided to us that Chisholm & Associates considered was an important
factor we relied on in reaching decisions about accounting, auditing or
financial reporting issues.


                   ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS

     Our executive officers and directors and their respective ages, positions
and term of office are set forth below.  Biographical information for each of
those persons is also presented below.  Our bylaws require two directors who
serve for terms of one year and our executive officers are chosen by our Board
of Directors and serve  at its discretion.  There are no existing family
relationships between or among any of our executive officers or directors.


                                                           Director or
Name               Age     Position Held                   Officer Since
----               ----    -------------                   ------------------
Jeanne Ball         43     President/ Director             September 4, 1998
April Marino        26     Secretary/Treasurer/Director    September 4, 1998

     Jeanne Ball   For the past five years Ms. Ball has worked as an
independent contractor performing duties of a legal secretary for an attorney.
She is a Director of Galaxy Specialties, Inc., Skinovation Pharmaceutical,
Inc., and Wings & Things, Inc., all of which are blank check reporting
companies.

     April Marino   Ms. Marino has been employed as a secretary for Mutual
Ventures Corporation since December 18, 1997.  From January 1995 to October
1997 she was employed by Universal Business Insurance as a Customer Service
Representative.  She is a director of Galaxy Specialties, Inc. and Pinecrest
Services, Inc., all of which are reporting blank check companies.

b)     Compliance with Section 16(a) of the Exchange Act.

      Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than five percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and our other equity securities.  Officers,
directors and greater than ten-percent beneficial owners are required by SEC
regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely upon review of the copies of such forms furnished to us during
the fiscal year ended December 31, 2000, VIP Worldnet, Inc. filed late a Form
4 regarding change in beneficial ownership.


                       ITEM 10: EXECUTIVE COMPENSATION

     None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal years.  No
person acting in a capacity similar to a Chief Executive Officer received
compensation during fiscal year 2000.  We have not entered into employment
contracts with our executive officers and their compensation, if any, will be
determined at the discretion of our Board of Directors.

                                      9

<PAGE>

Compensation of Directors

     We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.


              ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                            OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of our
outstanding common stock of our management.  We are unaware of any person or
group which beneficially own more than 5% of our outstanding common stock.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities.
Except as indicated by footnote, the persons named in the table below have
sole voting power and investment power with respect to all shares of common
stock shown as beneficially owned by them.  The percentage of beneficial
ownership is based on 11,500,000 shares of common stock outstanding as of
February 1, 2001.

                                  MANAGEMENT

                                        Common Stock Beneficially Owned
                                        --------------------------------
Name and Address of                     Number of Shares
Beneficial Owners                       Common Stock       Percentage of Class
-------------------                     -----------------  -------------------
Jeanne Ball                                     200              **
968 Bloomsburg Cove
Murray, Utah 84123

April Marino                                    400              **
402 East Maxwell Lane
Salt Lake City, Utah 84115

All officers and directors as a group           600              **

** Less than 1%


           ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have not engaged in any transactions in excess of $60,000 during the
past two years involving our executive officers, directors, 5% stockholders or
immediate family members of such persons.


                  ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K


Exhibit
Number          Description
-----------     -----------

3.1             Articles of Incorporation, dated August 27, 1998 (Incorporated
                by reference to exhibit 2.1 of Form 10-SB, File No. 000-30245,
                filed on April 7, 2000)

3.2             Articles of Merger filed October 6, 1998 (Incorporated by
                reference to exhibit 2.2 of Form 10-SB, File No. 000-30245,
                filed on April 7, 2000)

                                      10
<PAGE>


3.3             Bylaws of Bennion Corporation (Incorporated by reference to
                exhibit 2.3 of Form 10-SB, File No. 000-30245,  filed on April
                7, 2000)

16.1            Letter of Agreement from Hammond & Company, dated April 6,
                2000 (Incorporated by reference to exhibit 16 of Form 10-SB,
                File No. 000-30245, filed on April 7, 2000)

16.2            Letter of Agreement from Crouch, Bierwolf & Chisholm, dated
                August 31, 2000 (Incorporated by reference to exhibit 16 of
                Form 8-K, filed on September 1, 2000)

Reports on Form 8-K
-------------------

     None.



                                  SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

              2/28/01
  Date: _________________________       Bennion Corporation


                                           /s/ Jeanne Ball
                                    By: _______________________________
                                         Jeanne Ball, President and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934.
This report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.

             2/28/01                     /s/ April Marino
  Date: _________________________   By:____________________________________
                                         April Marino, Secretary/Treasurer and
                                         Director







                                      11
<PAGE>











                             Bennion Corporation

                      Consolidated Financial Statements

                          December 31, 2000 and 1999







<PAGE> 12



                               C O N T E N T S


Independent Auditor's Report...................................... 3

Consolidated Balance Sheets ...................................... 4

Consolidated Statements of Operations ............................ 5

Consolidated Statements of Stockholders' Equity................... 6

Consolidated Statements of Cash Flows ............................ 8

Notes to the Consolidated Financial Statements ................... 9



<PAGE> 13


                            CHISHOLM & ASSOCIATES
                         Certified Public Accountants
                                P.O. Box 540216           Office (801)292-8756
                         North Salt Lake, Utah 84054      FAX (801) 292-8809

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                         INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
of Bennion Corporation

We have audited the accompanying consolidated balance sheets of Bennion
Corporation (a development stage company) as of December 31, 2000 and 1999 and
the related consolidated statements of  operations, stockholders' equity and
cash flows for the years then ended and from inception on January 30, 1986
through December 31, 2000.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement 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 included assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Bennion
Corporation (a development stage company) as of December 31, 2000 and 1999 and
the results of its operations and cash flows for the years then ended  and
from inception on January 30, 1986 through December 31, 2000 in conformity
with generally accepted accounting principles.

The accompanying  consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  The Company has
suffered recurring losses from operations which raises substantial doubt about
its ability to continue as a going concern.  Management's plans in regard to
these matters are described in Note 2.  The  financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


/s/ Chisholm & Associates

Salt Lake City, Utah
January 26, 2001



<PAGE> 14


                             Bennion Corporation
                        (A Development Stage Company)
                         Consolidated Balance Sheets



                                    ASSETS


                                                         December 31,
                                                  --------------------------
                                                       2000         1999
                                                  ------------- ------------
Cash(Note 1)                                      $          -  $         -
                                                  ------------- ------------

   TOTAL  ASSETS                                  $          -  $         -
                                                  ============= ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable - related party (Note 4)               30,000       30,000
                                                  ------------- ------------

   Total Liabilities                                    30,000       30,000
                                                  ------------- ------------
STOCKHOLDERS' EQUITY

Common stock, $.001 par value; 50,000,000 shares
authorized; 11,500,000 and 34,000,000
shares issued and outstanding                           11,500       34,000

Paid in Capital                                          5,500      (17,000)

Deficit Accumulated during the development stage       (47,000)     (47,000)
                                                  ------------- ------------
   Total Stockholders' Equity                          (30,000)     (30,000)
                                                  ------------- ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $          -  $         -
                                                  ============= ============



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

                                     -4-

<PAGE> 15

                             Bennion Corporation
                         (A Development Stage Company)
                     Consolidated Statements of Operations

                                                              From
                                                              Inception on
                                    For the Years Ended       January 30, 1986
                                       December 31,           to December 31,
                                   2000           1999        2000
                                  ------------- ------------- --------------

REVENUES                          $          -  $          -  $           -
                                  ------------- ------------- --------------
EXPENSES

  General & Administrative                   -        30,000         47,000
                                  ------------- ------------- --------------

    TOTAL EXPENSES                           -        30,000         47,000
                                  ------------- ------------- --------------

NET INCOME (LOSS)                 $          -  $    (30,000) $     (47,000)
                                  ============= ============= ==============

LOSS PER SHARE                    $     (0.000) $      (0.01) $      (0.001)
                                  ============= ============= ==============
WEIGHTED AVERAGE SHARES
  OUTSTANDING                       23,666,667    34,000,000     33,307,263
                                  ============= ============= ==============


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

                                     -5-

<PAGE> 16

                             Bennion Corporation
                        (A Development Stage Company)
               Consolidated Statements of Stockholders' Equity
         From Inception on January 30, 1986 through December 31, 2000

<TABLE>
<CAPTION>

                                                                                 Deficit
                                                                                 Accumulated
                                                                    Additional   During the
                                                  Common Stock      Paid-in      Development
                                            Shares         Amount   Capital      Stage
                                         ------------- ------------ ------------ -------------
<S>                                      <C>           <C>          <C>          <C>
Issuance of shares for marketing rights    34,000,000  $    34,000  $   (17,000) $          -

Net (loss) for the year ended
  December 31, 1986                                 -            -            -       (17,000)

Net (loss) for the year ended
  December 31, 1987                                 -            -            -             -

Net (loss) for the year ended
  December 31, 1988                                 -            -            -             -

Net (loss) for the year ended
  December 31, 1989                                 -            -            -             -

Net (loss) for the year ended
  December 31, 1990                                 -            -            -             -

Net (loss) for the year ended
  December 31, 1991                                 -            -            -             -

Net (loss) for the year ended
  December 31, 1992                                 -            -            -             -

Net (loss) for the year ended
  December 31, 1993                                 -            -            -             -
                                         ------------- ------------ ------------ -------------

Balance - December 31, 1993                34,000,000       34,000      (17,000)      (17,000)

Net (loss) for the year ended
  December 31, 1994                                 -            -            -             -
                                         ------------- ------------ ------------ -------------

Balance - December 31, 1994                34,000,000       34,000      (17,000)      (17,000)

Net (loss) for the year ended
  December 31, 1995                                 -            -            -             -
                                         ------------- ------------ ------------ -------------

Balance - December 31, 1995                34,000,000       34,000      (17,000)      (17,000)

Net (loss) for the year ended
   December 31, 1996                               -             -            -             -
                                         ------------- ------------ ------------ -------------

Balance - December 31, 1996                34,000,000       34,000      (17,000)      (17,000)

Net (loss) for the year ended
   December 31, 1997                                -            -            -             -
                                         ------------- ------------ ------------ -------------

Balance - December 31, 1997                34,000,000       34,000      (17,000)      (17,000)

Shares issued in formation of
   Bennion Corporation                            100            -            -             -

Net (loss) for the year ended
   December 31, 1998                                -            -            -             -
                                         ------------- ------------ ------------ -------------

Balance - December 31, 1998                34,000,200       34,000      (17,000)      (17,000)

Cancellation of shares                           (200)           -            -             -

Net (loss) for the year ended
  December 31, 1999                                 -            -            -       (30,000)
                                         ------------- ------------ ------------ -------------

Balance - December 31, 1999                34,000,000  $    34,000  $   (17,000) $    (47,000)

Shares placed into escrow                   7,500,000        7,500       (7,500)            -

Cancellation of shares                    (30,000,000)     (30,000)      30,000             -
                                         ------------- ------------ ------------ -------------

Balance - December 31, 2000                11,500,000  $    11,500  $     5,500  $    (47,000)
                                         ============= ============ ============ =============


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

                                      -6-

<PAGE> 17
</TABLE>
<TABLE>
<CAPTION>


                          Bennion Corporation
                      (A Development Stage Company)
                 Consolidated Statements of Cash Flows


                                                                        From
                                                                        Inception on
                                                                        January 30,
                                                 For the Years Ended    1986 to
                                                     December 31,       December 31,
                                                    2000       1999     2000
                                                 ---------- ----------- ------------
<S>                                              <C>        <C>         <C>
Cash Flows From Operating Activities

  Net loss                                       $       -  $  (30,000) $   (47,000)
  Less non-cash items:
   Depreciation & amortization                           -           -       17,000
   Increase (decrease) in accounts payable               -      30,000       30,000
                                                 ---------- ----------- ------------
     Net Cash Provided (Used) by
       Operating Activities                              -           -            -
                                                 ---------- ----------- ------------
Cash Flows from Investing Activities

     Net Cash Provided (Used) by
       Investing Activities                              -           -            -
                                                 ---------- ----------- ------------
Cash Flows from Financing Activities

     Net Cash Provided (Used) by
      Financing Activities                               -           -            -
                                                 ---------- ----------- ------------

    Increase in Cash                                     -           -            -
                                                 ---------- ----------- ------------

Cash and Cash Equivalents at Beginning of Period         -           -            -
                                                 ---------- ----------- ------------

Cash and Cash Equivalents at End of Period       $       -  $        -  $         -
                                                 ========== =========== ============


Supplemental Non-Cash Financing Transactions:

  Stock issued for marketing rights              $       -  $        -  $    17,000

Cash paid for:
  Interest                                       $       -  $        -  $         -
  Income taxes                                   $       -  $        -  $         -


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

                                  -7-

<PAGE> 18
</TABLE>

                       Bennion Corporation
                   (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2000 and 1999

NOTE 1 - Summary Of Significant Accounting Policies

     a.   Organization & Consolidation Policy

          Bennion Corporation (the Company), a Nevada corporation, was
incorporated on August 17, 1998.  On December 31, 1998 the Company merged with
Bennion Corporation, an Arkansas corporation.  (Bennion-AR).  The Company is
the surviving corporation.

          Bennion-AR, formerly known as Hystar Aerospace Marketing Corporation
of Arkansas, was incorporated January 30, 1986 to lease, sell, and market
airships and the Burkett Mill, a waste milling device, which rights were
acquired from VIP Worldnet, Inc. initially the only shareholder.  The
technology to further develop the airship and the mill by the parent company
proved to be prohibitive, and shortly after the acquisition of the marketing
rights further activity ceased.  Bennion-AR has been inactive since that date.

          The merger was recorded under the pooling of interest method of
accounting.  Each share of the Company remained outstanding as one fully paid
and non-assessable share of capital stock of the surviving corporation, and
each share of Bennion-AR was converted into one fully paid and non-assessable
share of capital stock of the surviving corporation.

          The Company incurred no revenue, expenses and had neither assets nor
liabilities on its balance sheet from the date of its inception to the date of
the merger.  Therefore, the accompanying financial statements present the
financial condition and results of operations of Bennion-AR from its inception
through the merger date and of the surviving entity, the Company, as of the
merger date.

     b.   Recognition of Revenue

          The Company recognizes income and expense on the accrual basis of
accounting.

     c.   Earnings (Loss) Per Share

          The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.



                               -8-

<PAGE> 19


                       Bennion Corporation
                   (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies (continued)

     c.  Earnings (Loss) Per Share (continued)


                                       Income(loss)   Shares        Per-Share
                                       (Numerator)   (Denominator)   Amount
                                       ------------ ------------- ------------
For the year ended December 31, 2000:
Income (loss) from operations          $         -
                                       ------------
 Basic EPS
  Income (loss) to common
   stockholders                        $         -    23,666,667  $    (.000)
                                       ============ ============= ============
For the year ended December 31, 1999:
Income (loss) from operations          $   (30,000)
                                       ------------
  Basic EPS
   Income (loss) to common
    stockholders                       $   (30,000)   34,000,000  $    (.001)
                                       ============ ============= ============

From inception on January 30, 1986 to December 31, 2000:
Income (loss) from operations          $   (47,000)
                                       ------------
   Basic EPS
    Income (loss) to common
     stockholders                      $   (47,000)   33,307,263  $   (0.001)
                                       ============ ============= ============


     d.   Cash and Cash Equivalents

          The company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.

     e.   Provision for Income Taxes

          No provision for income taxes have been recorded due to net
operating loss carryforwards totalling approximately $47,000 that will be
offset against future taxable income.  These NOL carryforwards began to expire
in the year 2001.  No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance the
carryforward will expire unused.

                               -9-
<PAGE> 20

                       Bennion Corporation
                   (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies (continued)

     e.  Provision for Income Taxes (continued)

          Deferred tax asset and the valuation account is as follows at
December 31, 2000 and 1999:
                                                          December 31,
                                                       2000         1999
                                                  ------------- -------------
     Deferred tax asset:
        NOL carryforward                          $     16,000  $     16,000

        Valuation allowance                            (16,000)      (16,000)
                                                  ------------- -------------
                                                  $          -  $          -
                                                  ============= =============

     f.   Use of 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
statement and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

NOTE 2 -  Going Concern

          The accompanying financial statements have been prepared assuming
that the company will continue as a going concern.  The company has no assets
and has had recurring operating losses for the past several years and is
dependent upon financing to continue operations.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.  It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.

NOTE 3 -  Stockholders' Equity

          In 1986, the Company issued 17,000,000 shares of common stock for
the marketing rights to a waste milling device.  The value of this issuance
was $17,000.

          During 1998, the Company issued 100 shares of stock in the formation
of Bennion Corporation (NV), and subsequently canceled these shares.

          On July 11, 2000, 3,750,000 shares of the Company's common stock
were placed
          into escrow in anticipation of an acquistion.  On July 12, 2000, in
anticipation of the acquistion, 15,000,000 shares of the Company's common
stock were cancelled at par value.  As of December 31, 2000, the negotiations
for the acquisition have been terminated.

                               -10-
<PAGE> 21


                       Bennion Corporation
                   (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2000 and 1999

NOTE 3 - Stockholders' Equity (continued)

         On July 14, 2000, the Company authorized a 2 for 1 forward split of
its common stock.  The financial statements have been retroactively restated
to reflect the forward split.


NOTE 4 - Related Party Transactions

         During the year ended December 31, 1999, the Company incurred $30,000
of professional fees payable to Mutual Ventures Corporation.  An officer of
the Company is also an officer of  Mutual Ventures Corporation.

NOTE 5 - Development Stage Company

         The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7.  It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge, or assets to acquire, in order to generate significant
operations.


                               -11-

<PAGE> 22