U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended June 30, 2001
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                   -----------
                                   2-96430-NY


                     WESTERN INTERNATIONAL PIZZA CORPORATION
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

          NEVADA                                             11-2751630
         --------                                           ------------

(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)


                 5525 SOUTH 900 EAST, SUITE 110 SALT LAKE CITY,
                                   UTAH 84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 262-8844


                     WESTERN INTERNATIONAL PIZZA CORPORATION
                                  -------------

          (Former Name or Former Address, if changed since last Report)
                        101 S. 108TH AVE., OMAHA NE 68154


Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   Common


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


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

     State Issuer's  revenues for its most recent fiscal year:  June 30, 2001 -
$0.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     June 30,  2001 -  $61,210.  There are  approximately  61,210,000  shares of
common  voting stock of the Company not held by  affiliates.  Because  there has
been no "public  market" for the  Company's  common  stock  during the past five
years,  the Company has  arbitrarily  valued these shares at par value of $0.001
per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable;


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                  JUNE 30, 2001
                                   397,500,000

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

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

Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

     Western  International  Pizza,  Corp.  ("Western")  was  formed as a Nevada
corporation  on January 30, 1985,  under the name Kiwi  Ventures,  Ltd.  Western
acquired  100% of the issued  outstanding  common stock of Wells & Son,  Inc., a
Nebraska  corporation,  ("Wells" or the "Company"),  November 4, 1985. Wells was
therefore a wholly owned  subsidiary  of Western and  Westerns's  sole  business
iterest.  Wells has the franchise  rights,  granted by Godfather's Pizza Inc., a
subsidiary of the Pillsbury  Company,  for the State of Arizona for  Godfather's
Pizza  restaurants,  and as of  October  24,  1986  operated  fifteen  (15) such
restaurants.   Wells  began  its  1986  fiscal  year  with  seventeen  operating
Godfather's  Pizza  restaurants.  These operations proved to be unsuccessful and
ended over ten years ago.  Because  the  Company  has no assets and  conducts no
material business, management anticipates that any such venture would require it
to issue  shares of its common  stock as the sole  consideration  to acquire the
venture.  This may  result in  substantial  dilution  of the  shares of  current
stockholders.   The   Company's   Board  of  Directors   shall  make  the  final
determination whether to complete any such venture; the approval of stockholders
will not be sought unless required by applicable  laws,  rules and  regulations,
its  Articles of  Incorporation  or Bylaws,  or contract.  The Company  makes no
assurance that any future enterprise will be profitable or successfull.

     The  Company's  initial  authorized  capital was  $300,000,  consisting  of
300,000,000 shares of one mill ($0.001) par value common voting stock.

     On November 4, 1985,  a  Certificate  of  Amendment  was filed to amend the
initial  authorized  capital to $600,000,  consisting of 600,000,000 shares at a
par value of $.001 per share.


     Material Changes in Control Since Inception and Related Business History.
     -------------------------------------------------------------------------

Business.
---------

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  property or  businesses  to acquire,  the Company has had no
material  business  operations  for over ten years.  The  Company  may begin the
search for the acquisition of assets,  property or business that may benefit the
Company and its  stockholders,  once the Board of Directors  sets  guidelines of
industries in which the Company may have an interest.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.

Risk Factors.
------------

     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven  venture,  and will include those types of risk factors outlined below.

     Extremely Limited Assets;  No Source of Revenue.  The Company has virtually
no  assets  and has had no  revenue  for over the past ten  years or to the date
hereof.  Nor will the  Company  receive  any  revenues  until  it  completes  an
acquisition,  reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired  business will produce any material  revenues for
the Company or its  stockholders  or that any such  business  will  operate on a
profitable  basis.  Although  management  intends to apply any  proceeds  it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
<PAGE>

     Absence of Substantive  Disclosure  Relating to  Prospective  Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may  acquire,  potential  investors  in the Company  will have  virtually  no
substantive  information  upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if  the  Company  had  already  identified  a  potential  acquisition  or if the
acquisition  target  had made an  offering  of its  securities  directly  to the
public.  The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.

     Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified  any particular  industry or business in which to
concentrate  its  acquisition  efforts.   Accordingly,   prospective   investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing in the  industry or business in which the Company may acquire.  To the
extent that the Company  may  acquire a business  in a high risk  industry,  the
Company will become subject to those risks. Similarly, if the Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, the Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

     Uncertain  Structure  of  Acquisition.  Management  has had no  preliminary
contact or discussions  regarding,  and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business.  Accordingly,
it is unclear whether such an acquisition  would take the form of an exchange of
capital stock, a merger or an asset acquisition.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     There has been no  "established  public  market" for the  Company's  common
stock during the last five years. At such time as the Company completes a merger
or acquisition  transaction,  if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any  trading  in  its  common  stock  will  most  likely  be  conducted  in  the
over-the-counter  market in the "pink  sheets" or the OTC Bulletin  Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section   240.15g-2  of  the   Securities   and  Exchange   Commission   require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing  any  shares  that are  deemed to be "penny  stock."  Moreover,  Reg.
Section   240.15g-9  of  the   Securities  and  Exchange   Commission   requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.
<PAGE>

Principal Products and Services.
--------------------------------

     None; not applicable

Competition.
------------

     None; not applicable

Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------

     None; not applicable

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------

     None; not applicable

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     None; not applicable

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than $25  million;  is a U.S. or  Canadian  issuer,  is not an
investment  company,  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer,  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding  securities  held by  non-affiliates)  of $25  million or more.  The
Company is deemed to be a "small business issuer."

     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities  Administrators  Association,  Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital markets.

Research and Development.
------------------------

     None; not applicable

Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------

     None; not applicable

Number of Employees.
-------------------

     None; not applicable


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

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its shareholder, Duane Jenson, and are currently provided at
no cost.  Because the  Company has had no  business,  its  activities  have been
limited  to  keeping  itself  in good  standing  in the State of  Nevada.  These
activities  have  consumed  an  insignificant   amount  of  management's   time;
accordingly,  the costs to Mr.  Jenson of  providing  the use of his  office and
telephone have been minimal.

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

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     During the fourth  quarter of the year ended June 30,  2001,  no matter was
submitted to a vote of the Company's  securities  holders,  whether  through the
solicitation of proxies or otherwise.
<PAGE>

                                     PART II

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

Market Information
------------------

     Although the Company has  submitted  for listing of its common stock on the
OTC Bulletin Board of the National Association of Securities Dealers,  Inc. (the
"NASD"),  there is  currently  no market  for such  shares;  and there can be no
assurance  that any such market will ever develop or be  maintained.  Any market
price for shares of common  stock of the Company is likely to be very  volatile,
and numerous  factors  beyond the control of the Company may have a  significant
effect. In addition, the stock markets generally have experienced,  and continue
to  experience,  extreme price and volume  fluctuations  which have affected the
market price of many small capital companies and which have often been unrelated
to  the  operating   performance   of  these   companies.   These  broad  market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely  affect the market price of the  Company's  common stock in any market
that may develop.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 890.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

None;

<PAGE>

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

Plan of Operation.
------------------

     The Company has not engaged in any material  operations or had any revenues
from  operations  during the last two  calendar  years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture. As of June 30, 2001, it had no cash or cash equivalents.  If additional
funds are required during this period,  such funds may be advanced by management
or stockholders as loans to the Company.  Because the Company has not identified
any such venture as of the date of this Report,  it is impossible to predict the
amount of any such loan.  However,  any such loan should not exceed  $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any  negotiations  with any person  regarding  any
such venture.

Results of Operations.
----------------------

     Other than restoring and maintaing its good corporate standing in the State
of Nevada,  compromising  and settling its debts and seeking the  acquisition of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders,  the Company has had no material  business  operations  in the two
most recent calendar years.

     As of June 30,  2001,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During  the period  ended  June 30,  2001,  the  Company  had a net loss of
$6,622.  The Company  has  received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

     The Company has no cash or cash  equivalents  on hand. If additional  funds
are required,  such funds may be advanced by management or stockholders as loans
to the  Company.  Because the  Company has not  identified  any  acquisition  or
venture, it is impossible to predict the amount of any such loan.
<PAGE>

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

     Financial Statements for the years ended June 30, 2001 and 2000

          Independent Auditors' Report

          Balance Sheets - June 30, 2001

          Statements of Operations for the years ended
          June 30, 2001 and 2000

          Statements of Stockholders' Equity for the
          years ended June 30, 2001 and 2000

          Statements of Cash Flows for the years ended
          June 30, 2001 and 2000

          Notes to the Financial Statements

<PAGE>


                       WESTERN INTERNATIONAL PIZZA, CORP.
                          [A Development Stage Company]
              Financial Statements and Independent Auditors' Report
                                  June 30, 2001


<PAGE>
<TABLE>



                       Western International Pizza, Corp.
                          [A Development Stage Company]
                                TABLE OF CONTENTS


                                                                                                                            Page

<S>                                                                                                                           <C>
Independent Auditors' Report                                                                                                  1

Balance Sheet -- June 30, 2001                                                                                                2

Statements of Operations for the twelve-month and three-month periods                                                         3
ended June 30, 2001 and 2000, and for the period from Reactivation [April
20, 2000] through June 30, 2001

Statements of Stockholders' Deficit for the twelve-month and three-month                                                      4
periods ended June 30, 2001 and 2000, and for the period from Reactivation
[April 20, 2000] through June 30, 2001

Statements of Cash Flows for the twelve-month and three-month periods                                                         5
ended June 30, 2001 and 2000, and for the period from Reactivation [April
20, 2000] through June 30, 2001

Notes to Financial Statements                                                                                              6 -- 8
</TABLE>
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Western International Pizza, Corp. [a development stage company]


     We have audited the  accompanying  balance  sheet of Western  International
Pizza,  Corporation [a  development  stage company] as of June 30, 2001, and the
related statements of operations,  stockholders' deficit, and cash flows for the
twelve-month  and three-month  periods ended June 30, 2001 and 2000, and for the
period from  Reactivation  on [April 20,  2000]  through  June 30,  2001.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Western International Pizza
Corporation [a  development  stage company] as of June 30, 2001, and the results
of operations and cash flows for the twelve-month and three-month  periods ended
June 30, 2001 and 2000,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has accumulated  losses from operations,  no
assets,  and a net working capital deficiency that raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 2. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

                                                           /S/MANTYLA MCREYNOLDS
                                                              Mantyla McReynolds

Salt Lake City, Utah
September 10, 2001
<PAGE>
<TABLE>
<CAPTION>



                    Western International Pizza, Corporation
                          [A Development Stage Company]
                                  Balance Sheet
                                  June 30, 2001


                                     ASSETS

Assets
Current Assets:
<S>                                                                         <C>                  <C>
  Cash                                                                      $                   -0-
                                                                                 ------------------
  Total Current Assets                                                                          -0-
                       Total Assets                                            $                -0-
                                                                                 ==================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
  Current Liabilities:
  Payable to shareholders                                                      $              6,747
                                                                                 ------------------
  Total Current Liabilities                                                                   6,747
         Total Liabilities                                                                    6,747

Stockholders' Deficit:
  Capital Stock -- 600,000,000 shares authorized having a
  par value of $.001 per share; 397,500,000 shares issued
  and outstanding                                                                          397,500
  Additional Paid-in Capital                                                             2,972,862
  Accumulated Deficit                                                                   (3,370,362)
  Deficit Accumulated during Development Stage                                              (6,747)
                                                                                 ------------------
                Total Stockholders' Deficit                                                 (6,747)
                                                                                 ------------------
        Total Liabilities and Stockholders' Deficit                            $              -0-
                                                                                 ==================



                         See accompanying notes to financial statements.

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

                     Western International Pizza Corporation
                          [A Development Stage Company]
                            Statements of Operations
 For the Twelve-Month and Three-Month Periods Ended June 30, 2001 and 2000, and for the
         Period from Reactivation [April 20, 2000] through June 30, 2001


                                                                                           Reactivation
                                                                                           through June
                                                      2001                2000               30, 2001
                                                 --------------      ---------------      ---------------
<S>                                            <C>          <C>    <C>           <C>   <C>            <C>
Revenues                                       $           -0-     $            -0-    $             -0-

General & Administrative Expenses                        6,622                  125                6,747


                                                 -------------- ---- --------------- ---  ---------------
              Operating Loss                            (6,622)                (125)              (6,747)


Net Loss Before Income Taxes                            (6,622)                 (125)             (6,474)

Current Year Provision for Income Taxes                     -0-                 -0-                  -0-
                                                 --------------      ---------------      ---------------

Net Loss                                       $        (6,622)    $           (125)   $          (6,747)
                                                 ==============      ===============      ===============


Loss Per Share                                 $          (.01)                (.01)   $            (.01)
                                                                $
                                                 ==============     ================      ===============

Weighted Average Shares Outstanding                397,500,000      397,500,000               397,500,000
                                                 ==============     ================      ===============





                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    Western International Pizza, Corporation
                          [A Development Stage Company]
                       Statements of Stockholders' Deficit
 For the Twelve-Month and Three-Month Periods Ended June 30, 2001 and 2000, and for the
         period from Reactivation [April 20, 2000] through June 30, 2001


                                                             Additional                             Net
                               Common          Common          Paid-in         Accumulated     Stockholders'
                               Shares           Stock          Capital           Deficit          Deficit
                            ------------     ----------     ------------      ------------     -------------
Balance at reactivation, [April
<S>                          <C>                <C>           <C>              <C>                        <C>
20, 2000]                    397,500,000        397,500       2,972,862        (3,370,362)               -0-
Net loss for the period April 20,
2000 through June 30, 2000                                                           (125)              (125)
                            ------------     ----------     ------------      ------------     -------------
Balance, June 30, 2000       397,500,000        397,500       2,972,862        (3,370,487)              (125)
Net Loss for year ended
 June 30, 2001                                                                     (6,622)            (6,622)
                            ------------     ----------     ------------      ------------     -------------

Balance, June 30,2001        397,500,000        397,500        2,972,862       (3,377,109)            (6,747)
                            ============     ==========     ============      ============     =============




                         See accompanying notes to financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                       Western International Pizza, Corp.
                          [A Development Stage Company]
                            Statements of Cash Flows
 For the Twelve-Month and Three-Month Periods Ended July 31, 2001 and 2000, and for the
         Period from Reactivation [April 20, 2000] through June 30, 2001

                                                                                         Reactivation
                                                                                         through June
                                                            2001            2000           30, 2001
Cash Flows Provided by/(Used for) Operating Activities
<S>                                                  <C>             <C>             <C>
Net Loss                                             $       (6,622) $         (125) $         (6,747)
Adjustments to reconcile net income to net cash provided by
 operating activities:
      Expenses paid by Shareholders                            6,622             125             6,747
                                                         -----------     -----------     -------------
       Net Cash Used for Operating Activities                    -0-             -0-               -0-

Cash Flows Provided by Financing Activities                      -0-             -0-               -0-

                                                         -----------     -----------     -------------
           Net Increase/(Decrease) in Cash                       -0-             -0-               -0-

Beginning Cash Balance                                           -0-             -0-               -0-
                                                         -----------     -----------     -------------

Ending Cash Balance                                              -0-   $         -0-  $            -0-
                                                         ===========     ===========     =============

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest             $           -0-   $         -0-  $            -0-
  Cash paid during the year for income taxes         $           -0-   $         -0-  $            -0-



                         See accompanying notes to financial statements.

</TABLE>
<PAGE>

                       Western International Pizza, Corp.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                  June 30, 2001

NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (a)    Organization

               The Western  International  Pizza  Corporation ( the  "Company"),
               formerly Kiwi Ventures Ltd., was  incorporated  under the laws of
               the State of Nevada on January 30,  1985.  The  Company  acquired
               Wells & Son,  Inc.  ("Wells") on November 4, 1985 through a stock
               exchange. The Company had significant operations up through 1987,
               but  subsequently  ceased  operations and was dormant for several
               years.

               New  Directors  were elected at a board  meeting on June 6, 2001,
               but made effective as of May 15, 2001. At that board meeting, the
               board of  directors  changed  the fiscal  year end of the Company
               from the last  Sunday in July to June 30.  This  change  has been
               made  retroactive  to the period ended June 30, 1998. The Company
               is currently seeking new business opportunities and is classified
               as a development stage company for financial reporting purposes.

               The  financial  statements  of the Company have been  prepared in
               accordance  with  United  States  generally  accepted  accounting
               principles. The following summarizes the more significant of such
               policies:

               (b)    Income Taxes

               The Company has adopted the  provisions of Statement of Financial
               Accounting  Standards  No. 109 [the  Statement],  Accounting  for
               Income  Taxes.  The  Statement  requires  an asset and  liability
               approach for financial accounting and reporting for income taxes,
               and the  recognition of deferred tax assets and  liabilities  for
               the temporary  differences  between the financial reporting bases
               and tax bases of the Company's  assets and liabilities at enacted
               tax rates expected to be in effect when such amounts are realized
               or  settled.  Prior  years'  financial  statements  have not been
               restated to apply the provisions of the Statement. The cumulative
               effect of this change in  accounting  for income taxes as of June
               30,  2001 is $0 due to the  valuation  allowance  established  as
               described in Note 3.

               (c)    Net Loss Per Common Share

               In  accordance  with  Financial  Accounting  Standards  No.  128,
               "Earnings  Per  Share," basic loss per common  share is computed
               using the weighted average number of common shares outstanding.


<PAGE>

                       Western International Pizza, Corp.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                  June 30, 2001
                                   [Continued]
NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               [continued]

               (d)    Statement of Cash Flows

               For  purposes  of the  statements  of  cash  flows,  the  Company
               considers cash on deposit in the bank to be cash. The Company had
               $0 cash at June 30, 2001.


               (e)    Use of Estimates in Preparation of Financial Statements

               The  preparation of financial  statements in conformity with U.S.
               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 revenues and expenses  during the  reporting
               period. Actual results could differ from those estimates.

NOTE 2         LIQUIDITY/GOING CONCERN

               The Company has accumulated  losses since inception  amounting to
               $3,377,109,  has  no  assets,  and  has  a  net  working  capital
               deficiency  at June 30, 2001.  These  factors  raise  substantial
               doubt about the Company's ability to continue as a going concern.

               Management  plans  include  finding  a  well-capitalized   merger
               candidate to recommence its operations.  The financial statements
               do not include any adjustments that might result from the outcome
               of this uncertainty.

NOTE 3         INCOME TAXES

               Below is a summary  of  deferred  tax asset  calculations  on net
               operating loss carry forward amounts.  Loss carry forward amounts
               expire at various times  through  2021. A valuation  allowance is
               provided when it is more likely than not that some portion of the
               deferred tax asset will not be realized.



                                             NOL
Description                                Balance          Tax           Rate
   Federal Income Tax                        $6,747        $1,012         15%
   Valuation allowance                                     (1,012)
                                                       -------------
        Deferred tax asset 6/30/2001                           $0

NOTE 4         SHAREHOLDER LOAN / RELATED PARTY TRANSACTIONS

               A  Shareholder  has paid expenses on behalf of the Company in the
               amount of $6,747  through June 30, 2001. The Company has recorded
               a liability for these expenses to the shareholder. This unsecured
               loan bears no interest and is due on demand.

<PAGE>



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

     None, not applicable

<PAGE>

                                    PART III

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

        Identification of Directors and Executive Officers.
        ---------------------------------------------------

     The following table sets forth the name of the Company's  current directors
and executive officers.  This person will serve until the next annual meeting of
the  stockholders  (held the third  Friday in August of each  year) or until his
successors are elected or appointed and qualified,  or his prior  resignation or
termination.

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
Todd Albiston         President        05/15          *
                      Director         05/15          *

Kent Faulkner         Vice President   05/15          *
                      Director         05/15          *

Wayne Bassham         Secretary        05/15          *
                      Director         05/15          *


          * These persons presently serves in the capacities indicated.

Business Experience.
--------------------


     Todd  Albiston,  President and a director is 42 years of age. Mr.  Albiston
has been  employed  as an account  manager  for Bergen  Medical  Corporation,  a
medical device company, for the past eleven years. Previously,  Mr. Albiston was
employed by Great Western Savings and Loan from 1978 to 1990.

     Kent  Faulkner,  Vice  President  and a  director  is 40 years of age.  Mr.
Faulkner  has been  employed by Eco Labs,  a  manufacturer  and  distributor  of
commercial cleaners,  for the previous 14 years, as a district manager from 1993
to  present;  as a sales  distribution  specialist  from 1991 to 1993;  and as a
territory manager from 1984 to 1991.

     Wayne  Bassham,  Secretary  and a director  is 42 years of age. He has been
employed  as a  manager  for  Harley-Davidson  of Salt  Lake  City  for the past
thirteen years.

Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

Family Relationships.
---------------------

     None;
<PAGE>

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership,  with the  Securities  and  Exchange  Commission;  there have been no
changes in their  beneficial  ownership of shares of common stock of the Company
since the filing of their Form 3.
<PAGE>


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

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
Todd
Albiston      06/30/01    0     0     0     0      0    0    0
President,
Director

Kent
Faulkner      06/30/01    0     0     0     0      0    0    0
Vice President,
Director

Wayne
Bassham       06/30/01    0     0     0     0      0    0    0
Secretary,
Director

John
Winchester,   06/30/00    0     0     0     0      0     0   0
President,
Director


Tyler
Despain       06/30/00    0     0     0     0      0     0   0
Vice Pres./
Director


Luke          06/30/00    0     0     0     0      0     0   0
Bradley,
Secretary
Director

Daniel        06/30/99    0     0     0     0      0     0   0
Shea,
Director

John J.
Hughes,       06/30/99    0     0     0     0      0     0   0
Director

Maurice J.
Shanley,      06/30/99    0     0     0     0      0     0   0
Director

</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending June 30, 2001,  2000, or 1999, or the period ending on the date
of this Report.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service provided as director.
<PAGE>

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of June 30,  2001,  with the  computations  being  based upon  397,500,000
shares of common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name                      Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                          <C>                       <C>
Jenson Services, Inc.*        136,916,474                34%

Phillip Lowery                75,289,340                 19%

VRI Capital Group             63,600,000                 16%

Douglas Wells                 63,600,000                 16%
                              -------                    -----
                              339,405,814                85%

   *             Duane Jenson is the President of Jenson Services, Inc., and may
                 be deemed the beneficial owner of Jenson Services, Inc.
</TABLE>

<PAGE>


Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class *
----------------     -------------------------     --------
<S>                            <C>                  <C>
Todd Albiston                    0                    0%
5525 S 900 E #110
Salt Lake City, UT 84117

Kent Faulkner                    0                    0%
5525 S 900 E #110
Salt Lake City, UT 84117

Wayne Bassham                    0                    0%
5525 S 900 E #110
Salt Lake City, UT 84117
                              -------              ------
All directors and
executive officers               0                    0%
as a group (3 persons)
</TABLE>



Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

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

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

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

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

     See the Company's Current Report on Form 8-K as filed on September 7, 2000,
for information relating to the change in the Company's auditor.

Exhibits
--------


        None, not applicable;
<PAGE>





                              SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       WESTERN INTERNATIONAL PIZZA, CORP.



Date:9/25/01                           /S/ TODD ALBISTON
                                       Todd Albiston
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       WESTERN INTERNATIONAL PIZZA, CORP.



Date:9/25/01                           /S/ TODD ALBISTON
                                       Todd Albiston
                                       President and Director


Date:9/25/01                            /S/ WAYNE BASSHAM
                                        Wayne Bassham
                                        Secretary and Director