FORM 10-KSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
    1934 For the fiscal year ended: March 31, 2001


                         Commission File No. 000-09751

                               VIABLE RESOURCES, INC.
                               -------------------
                 (Name of small business issuer in its charter)
        Nevada                                     83-0242652
        --------                                    ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)



                 P.O.Box 3412, Casper, WY                      82602
                 ------------------------------------------------------
                 (Address of principal Executive Offices     Zip Code)

Registrant's telephone number, including area code: (307) 472-3000

Securities registered under Section 12(b) of the Exchange Act: None
                                                               -----

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
no par value

(Title of class)

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 issuer 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 there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of issuer'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: $0 ---

As of March 31, 2001,  13,040,300  shares of the Company's  Common Stock, no par
value  per  share,  were  held by  non-affiliates  which  had a market  value of
approximately  $ 638,975  based on  available  pink sheet quotes at the average
between the bid and asked price.  There is a very limited  trading market in the
pink sheets for the Company's Common Stock. The number of shares of Common Stock
of the registrant outstanding as of March 31, 2001, was 23,040,368.

<PAGE>
     TABLE  OF  CONTENTS



PART  I                                                                     Page
--------                                                                    ----

ITEM  1.     DESCRIPTION  OF  BUSINESS                                      3

ITEM  2.     DESCRIPTION  OF  PROPERTIES                                    5

ITEM  3.     LEGAL  PROCEEDINGS                                             5

ITEM  4.     SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITY  HOLDERS       5

PART  II
---------

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

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

ITEM  7.     FINANCIAL  STATEMENTS                                          6

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
             ACCOUNTING  AND  FINANCIAL  DISCLOSURE                         6

PART  III
- ---------

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS,  AND
             CONTROL PERSONS; COMPLIANCE  WITH  SECTION  16  (a)
             OF  THE  EXCHANGE  ACT                                         7

ITEM  10.     EXECUTIVE  COMPENSATION                                       9

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

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS           12

PART  IV
- --------

ITEM  13.     EXHIBITS                                                     12

SIGNATURE PAGE                                                             13

<PAGE>


     ITEM  1.  DESCRIPTION  OF  BUSINESS



HISTORY  AND  ORGANIZATION

The Company was incorporated under the laws of the state of Nevada on August 24,
1978  with authorized common stock of 25,000,000 shares at a  par value of $.01.
Since  inception  the  Company and its wholly owned subsidiary has been  engaged
in  the  business  of  the  exploration,  development  and production of mineral
properties.   During  1992 the Company ceased operations  and has since remained
inactive.

OVERVIEW

The Company was incorporated under the laws of the state of Nevada on August 24,
1978  with authorized common stock of 25,000,000 shares at a  par value of $.01.
Since  inception  the  Company and its wholly owned subsidiary has been  engaged
in  the  business  of  the  exploration,  development  and production of mineral
properties.   During  1992  the  Company  ceased  operations by the loss of  its
remaining  assets  and  its  wholly  owned  subsidiary  and  has  since remained
inactive.

 On  February  29, 1984, the Registrant filed a voluntary petition under chapter
XI  of the United States Bankruptcy Code, in the United States Bankruptcy Court,
District  of  Wyoming.  Previous  Annual Reports on Forms 10-K have detailed the
background  of  the  filing  and progress in the reorganization proceedings.  On
February  18,  1987,  the  Bankruptcy  Court  confirmed the Registrant's plan of
Reorganization  which  had been submitted to and approved by creditors.  On July
13,  1988,  the  Bankruptcy  Court  issued  the final decree closing the case of
Viable  Resources,  Inc.  No 84-00138-B, pursuant to Rule 3022 of the bankruptcy
rules.

The ability of the Registrant to meet its obligations under the plan depended on
the  operational  success  under  the  agreement.  The registrant's share of the
revenues  under  the  agreement  was  not  sufficient  to  meet  the payments to
creditors  under  the plan and during 1990  became delinquent on the payments to
creditors.

                                       3

<PAGE>

 .
At the date of this report all remaining debt of the registrant after completion
of  the  bankruptcy  has  been  extinguished  by  the  statute  of  limitations.

The  company  is considered to have been in the development stage since April 1,
1993.

The Company intends seek business  proposals which might provide the Company and
its stockholders with a viable business opportunity. The Board of Directors will
make the final approval in determining whether to complete any acquisition,  and
unless required by applicable law, the articles of incorporation or bylaws or by
contract, stockholders' approval will not be sought.

The  investigation  of  specific  business  opportunities  and  the negotiation,
drafting,  and execution of relevant agreements, disclosure documents, and other
instruments  will  require  substantial  management  time and attention and will
require  the  Company  to  incur  substantial  costs for payment of accountants,
attorneys,  and  others. If a decision is made not to participate in or complete
the  acquisition  of  a  specific  business opportunity, the costs incurred in a
related  investigation will not be recoverable. Further, even if an agreement is
reached  for  the  participation  in  a  specific business opportunity by way of
investment  or  otherwise,  the failure to consummate the particular transaction
may result in the loss to the Company of all related costs incurred. In the past
the  board  of  directors  has  approved a resolution authorizing the Company to
issue  shares  of  its  common  stock  as  consideration  for monies advanced or
services  rendered  on  behalf  of  the  Company.

Currently,  management  is not able to determine the time or resources that will
be  necessary  to  complete  the  participation  in or acquisition of any future
business  prospect.


                                       4
<PAGE>


     ITEM  2.  DESCRIPTION  OF  PROPERTIES


The  Company  does  not  maintain  any  office  nor  does  it  own  any property


     ITEM  3.  LEGAL  PROCEEDINGS


None


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


No  matters  were  submitted to a vote of shareholders of the Company during the
fiscal  year  ended  March  31,  2001.



     ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS


During the past three years there has been an limited trading market in the Pink
Sheets for the company's common capital stock. Since its inception,  the Company
has not paid any  dividends  on its  common  or  preferred  stock,  and does not
anticipate  that it will pay dividends in the foreseeable  future.  At March 31,
2001, the Company had 1,670 shareholders of record.

Fiscal Year Ended March 31, 2001

                           High Bid                Low Bid

1st Quarter                     .001                    .001
2nd Quarter                     .001                    .001
3rd Quarter                     .001                    .001
4th Quarter                     .001                    .001

Fiscal Year Ended March 31, 2000

1st Quarter                     .001                    .001
2nd Quarter                     .001                    .001
3rd Quarter                     .001                    .001
4th Quarter                     .001                    .001

Fiscal Year Ended March 31, 1999

1st Quarter                     .001                    .001
2nd Quarter                     .001                    .001
3rd Quarter                     .001                    .001
4th Quarter                     .001                    .001

                                      5

<PAGE>
     ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

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

Since  the Company ceased operations in 1992, its only activity has involved the
investigation  of  potential  business  opportunities.

The Company had no revenues from  operations in fiscal year ended March 31, 2001
or 2000. The Company incured compensation  expenses of $10,000 and miscellaneous
expenses  of  $6,913  in the  fiscal  year  ended  March 31,  2001  compared  to
miscellaneous expenss of $3,165 in the fiscal year ended March 31, 2000. The net
losses  for  fiscal  years  ended  March 31,  2001 and 2000 were  ($16,913)  and
($3,165) respectively. Net loss per share was nominal in both fiscal years.

Liquidity  and  Capital  Resources
- ----------------------------------

As  of  March  31,  2001  the  Company  had  no  assets  and  no  liabilities.

The Company will be reliant on loans from shareholders,  or private placement of
related stock, for which no source has been found, in order to provide any funds
for operations.


     ITEM  7.  FINANCIAL  STATEMENTS


The  financial  statements  of the Company are  included following the signature
page  to  this  form  10-KSB at pages F-1 through F-10.


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


Michael B. Johnson & Company,  CPA's of Denver,  Colorado  were retained in
2000 as auditors for the Company for fiscal year 1998 and thereafter.

                                       6

<PAGE>

     In  connection  with audits of two most recent fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope of procedure,  which disagreements if not resolved
to the  satisfaction  of the former  accountant  would  have  caused him to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

     The decision to change  accountants  was approved by the Board of Directors
as the registrant has no audit committee.

     The principal  accountants'  reports on the financial statements for any of
the past two years  contained no adverse  opinion or a disclaimer of opinion nor
was qualified as to uncertainty,  audit scope, or accounting  principles  except
for the "going concern" qualification.



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


Each  director  of  the  Company  serves  for  a  term of one year and until his
successor  is  elected  at  the  Company's  annual  shareholders' meeting and is
qualified,  subject  to  removal  by  the  Company's  shareholders. Each officer
serves,  at  the  pleasure of the board of directors, for a term of one year and
until  his  successor is elected at the annual meeting of the board of directors
and  is  qualified.

The following table sets forth as of March 31, 2000, the name, age, and position
of  each  executive officer and director and the term of office of each director
of  the  Company.

Name               Age     Position             Director  and/or  Officer  Since
- ----             ---     --------             --------------------------------

Philip G. Hinds    60      President, Director          February 2001
Michael R. Butler  48      Director, Secretary          February 2001
                           Treasurer
Ronald A. Shogren  58      Director, Vice President     February 2001

                                       7

<PAGE>

Set  forth  below  is  certain  biographical  information  regarding each of the
Company's current  executive  officers  and  directors as of March 31, 2001.

PHILIP G. HINDS, age 60, is President and a Director of the company.  Mr. Hinds,
a journeyman printer for 35 years, President and a Director of Hindsight,  Inc.,
d/b/a Oil City  Printer,  Casper,  WY since  1988.  Mr.  Hinds  has  served as a
Councilman  for  Evansville,  WY for five years.  he is an active  member of the
Elks,  Eagles, and Lions clubs. Mr. Hinds was an officer and Director of Philips
44, Inc. from 1999-2000, and Hinds, Inc. 1998 to date.

MICHAEL R. BUTLER, age 48, is Secretary/Treasurer and a Director of the Company,
Mr. Butler was employed for 19 years by Amoco Production Company, an oil and gas
producing company operating in the state of Wyoming.  In 1997 and 1998.  Mr.
Butler has owned and operated a farmranch west of Casper, Wyoming.

Mr. Butler ahs been trained in and has experience in waterflood injection, oil
and gas producing operations, maintenance, and wetland development.  Mr. Butler
is a Director of Hindsight, Inc. d/b/a Oil City Printers, a commercial printing
business (since 1998).  Mr. Butler is President and Directors of Butts, Inc.
(since 1997) a Director and Secretary/Treasurer of The Art Boutique, Inc. (since
1996), Fuels, Inc. (1999-2000), Philllips 44, Inc. (1998-2000) and Tempus, INc.
(1997-2000) and Garner Investments, Inc. (since 1997).

RONALD A. SHOGREN, age 58, is Vice President and a Director of the company.
Mr. Shogren attended Eastern Montana College.  Mr. Shogren is the past Exalted
Ruler of the Casper's Elk Lodge 1353.  Mr. Shogren has been a licensed gereral
contractor from 1976 to present.  Mr. Shogren also has seventeen years
experience as an insurance claims adjuster and presently owns and operates
Cowboy State Claims Service.  Mr. Shogen was President and Direcotr of Kearney,
Inc. (1999-2000), Shgi, Inc. (1999 to date) and a Director of Butts, Inc. (1999
to date), and Garner Investments, Inc. (1997 to date).

Except as indicated below, to the knowledge of management, during the past five
years, no present of former director, executive officer or person nominated to
become a director or an executive officer of the Company:

(1)  filed  a petition under the federal bankruptcy laws or any state insolvency
law,  nor  had  a receiver, fiscal agent or similar officer appointed by a court
for  the business or property of such person, or any partnership in which he was
a  general  partner  at  or  within  two  years  before the time of such filing;

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

(3)  was  the  subject  of  any  order,  judgment  or  decree,  not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him  from  or  otherwise  limiting, the
following  activities:

(i)  acting  as  a  futures  commission  merchant, introducing broker, commodity
trading  advisor,  commodity  pool  operator, floor broker, leverage transaction
merchant,  associated  person  of  any  of  the  foregoing,  or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliate person,
director or employee of any investment company, or engaging in or continuing any
conduct  or  practice  in  connection  with  such  activity;

(ii)  engaging  in  any  type  of  business  practice;  or

                                       8

<PAGE>

(iii)  engaging  in  any activity in connection with the purchase or sale of any
security  or  commodity  or in connection with any violation of federal or state
securities  laws  or  federal  commodities  laws;

(4)  was  the  subject  of  any  order,  judgment,  or  decree, not subsequently
reversed,  suspended,  or  vacated,  of  any federal or state authority barring,
suspending  or otherwise limiting for more than 60 days the right of such person
to  engage  in any activity described above under this Item, or to be associated
with  persons  engaged  in  any  such  activity;

(5)  was  found by a court of competent jurisdiction in a civil action or by the
Securities  and  Exchange  Commission  to  have  violated  any  federal or state
securities  law,  and  the  judgment  in  such  civil  action  or finding by the
Securities  and  Exchange  Commission  has  not  been  subsequently  reversed,
suspended,  or  vacated.

(6)  was  found by a court of competent jurisdiction in a civil action or by the
Commodity  Futures  Trading  Commission to have violated any federal commodities
law,  and the judgement in such civil action or finding by the Commodity Futures
Trading  Commission  has  not  been subsequently reversed, suspended or vacated.

     COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Since the Company ceased operations,  the Company knows of no person, who at any
time during the subsequent  fiscal years,  was a director,  officer,  beneficial
owner  of more  than  ten  percent  of any  class of  equity  securities  of the
registrant registered pursuant to Section 12 ("Reporting  Person"),  that failed
to file on a timely  basis any  reports  required  to be  furnished  pursuant to
Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the registrant
under Rule 16a-3(d) during its most recent fiscal year,  other than as disclosed
below,  the  registrant  knows of no  Reporting  Person  that failed to file the
required reports during the most recent fiscal year.

The  following  table  sets forth as of March 31, 2001, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant  to  Section  16(a)  during the most recent fiscal year or prior years.

Name                Position                     Report  to  be  Filed
-----               --------                     ---------------------

Philip G. Hinds     President and Director           Form  3   Form 5
Ronald A. Shogren   Vice President and Director      Form  3   Form 5
Michail R. Butler   Director and Secretary/Treasurer Form  3  Form 5


     ITEM  10.  EXECUTIVE  COMPENSATION



CASH  COMPENSATION

There  was no cash compensation paid to any director or executive officer of the
Company  during  the  fiscal  years  ended  March  31,  2001,  2000,  and  1999.

                                       9

<PAGE>


COMPENSATION

Executive and Director Compensation

     There are no plans pursuant to which cash or non-cash compensation was paid
or  distributed  during  the last  fiscal  year,  or is  proposed  to be paid or
distributed  in the future,  to the  executive  officers  and  directors  of the
Company  except as set  forth  below in the  table.  No other  compensation  not
described  above was paid or  distributed  during  the last  fiscal  year to the
executive  officers  of  the  Company.   There  are  no  compensatory  plans  or
arrangements,  with respect to any executive office of the Company, which result
or will result from the resignation, retirement or any other termination of such
individual's  employment  with the  Company  or from a change in  control of the
Company or a change in the individual's  responsibilities  following a change in
control.


<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES & DIRECTORS
                   ------------------------------------------------------
<S>                        <C>      <C>               <C>     <C>               <C>              <C>

                           Annual Compensation                                  Awards
                  ------------------------------------------------------------------------------------------------------------------
                           Fiscal
Name and Principal         Year     Salary           Bonus    Other Annual      Restricted       Securities
Position                            ($)              ($)      Compensation      Stock Award(s)   Underlying
                                                              ($)               Options/SARs (#)
-----------------------------------------------------------------------------------------------------------------------------------
Philip G. Hinds            2000     0                0        0                 3,000,000         0
President                                                                       shares
-----------------------------------------------------------------------------------------------------------------------------------
Michael R. Butler          2000     0                0        0                 3,000,000         0
Secretary/Treasurer                                                             shares
-----------------------------------------------------------------------------------------------------------------------------------
Ronald A. Shogren          2000     0                0        0                 3,000,000         0
Vice President/Director                                                         shares
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Option/SAR Grants Table (none)

Aggregated  Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR value
(None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

                                       10

<PAGE>

BONUSES  AND  DEFERRED  COMPENSATION
None.

COMPENSATION  PURSUANT  TO  PLANS
None.

PENSION  TABLE
None.

OTHER  COMPENSATION
None

COMPENSATION  OF  DIRECTORS
None.

TERMINATION  OF  EMPLOYMENT  AND  CHANGE  OF  CONTROL  ARRANGEMENT

There  are  no  compensatory  plans  or  arrangements,  including payments to be
received from the Company, with respect to any person named in Cash Compensation
set  out  above  which  would  in  any way result in payments to any such person
because  of  his  resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company,  or  a  change in the person's responsibilities following a changing in
control  of  the  Company.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets forth as of March 31, 2001, the name and address and
the  number  of  shares  of  the  Company's  Common  Stock  held  of  record  or
beneficially  by  each person who held of record, or was known by the Company to
own  beneficially,  more  than  5%  of the issued and outstanding shares  of the
Company's  Common  Stock, and the name and shareholdings of each director and of
all  officers  and  directors  as  a  group.

+
                                NATURE  OF     NUMBER  OF
NAME  OF  PERSON  OR  GROUP     OWNERSHIP     SHARES  OWNED     PERCENT
----------------------------    ---------     -------------     -------

Ronald A. Shogren                Direct        3,000,000            13
Vice President and Director

Michael R. Butler                Direct        3,000,000            13

Philip G. Hinds                  Direct        3,000,000            13
Secretary/Treasurer and Director

                                       11
<PAGE>


All  Officers  and  Directors
  as  a  Group                    -                  -              39%



     ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS



TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be party,  in which the amount involved exceeds $60,000, and in which any
director, or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing perons, has an interest, except that Ronald A. Shogren, Michael R.
Butler and Philip G. Hinds each received 3,000,000  shares of restriced stock of
the company for service rendered, valued at $3,333 each in fiscal year ended
March 31, 2001.

     ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K



(a)(3)  EXHIBITS.  The following exhibits are included as part of this report by
reference:

3.1     Articles of  Incorporation  (incorporated by reference to Reg. Statement
#000097510)

3.2     Bylaws (incorporated by reference to Reg. Statement #000097510)

                                       12

<PAGE>


     SIGNATURES



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

                             VIABLE RESOURCES, INC.

                               By/s/Philip G. Hinds
Date: September 10, 2001        ----------------------------------
                                    Philip G. Hinds,  President

                                 /s/Ronald A. Shogren
Date: September 10, 2001        ----------------------------------
                                    Ronald A. Shogren, Director

                                 /s/Michael R. Butler
Date: September 10, 2001        ----------------------------------
                                    Michael R. Butler, Director

                                 /s/Philips G. Hinds
Date: September 10, 2001        ----------------------------------
                                    Philips G. Hinds, Director





                                       13


<PAGE>

                             Viable Resources, Inc.

                              Financial Statements
                      Years Ended March 31, 2001, and 2000



<PAGE>


                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s




                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Viable Resources, Inc.
Salt Lake City, Utah


We have audited the accompanying balance sheets of Viable Resources, Inc. as of
March 31, 2001, and 2000, and the related statements of operations, cash flows,
and changes in stockholders' equity for the years then ended. 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 Viable Resources, Inc. at March
31, 2001, and 2000, and the results of its operations and its cash flows for the
years then end, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 3 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Michael Johnson & Co., LLC
Denver, Colorado
August 16, 2001

/s/Michael Johnson & Co., LLC

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                             VIABLE RESOURCES, INC.
                                 BALANCE SHEETS
                            MARCH 31, 2001 and 2000
<S>                                                              <C>               <C>


                                                                      2001             2000
                                                                 ---------------   --------------
ASSETS:

Current Assets:
  Cash                                                                      $ -          $ 6,913
                                                                 ---------------   --------------
                                                                 ---------------   --------------
    Total Current Assets                                                      -            6,913
                                                                 ---------------   --------------

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


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                                                          $ -              $ -
                                                                 ---------------   --------------
    Total Current Liabilities                                                 -                -
                                                                 ---------------   --------------

Stockholders' Equity:
  Common stock, $.01 par value, 25,000,000 shares
   authorized, 23,040,300 and 13,040,300 shares
    issued and outstanding at March 31, 2001
     and 2000 respectively                                              230,403          130,403
  Additional paid-in capital                                          6,384,384        6,474,384
  Accumulated deficit                                                (6,614,787)      (6,597,874)
                                                                 ---------------   --------------
    Total Stockholders' Equity                                                -            6,913
                                                                 ---------------   --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ -          $ 6,913
                                                                 ===============   ==============

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>
                             VIABLE RESOURCES, INC.
                            STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<S>                                                      <C>                <C>

                                                               2001               2000
                                                               ----               ----


INCOME                                                          $ -                $ -


OPERATING EXPENSES:
General and administrative                                   16,913              3,165
Exploration costs and lease abandonments                          -                  -
                                                         ----------         ----------
                                                             16,913              3,165
                                                         ----------         ----------
Net Income from Operations                                  (16,913)            (3,165)
                                                         ----------         ----------
Other Income and Expenses                                         -                  -
Gain(Loss) on sale of investments                                 -                  -
Interest income                                                   -                  -
Interest expense                                                  -                  -
                                                         ----------         ----------
                                                                  -                  -
                                                         ----------         ----------
Net Income (Loss)                                         $ (16,913)          $ (3,165)
                                                         ==========         ==========
Weighted average number of
  shares outstanding                                     18,040,300         13,040,300

Earnings (loss) per common share                                  *                  *
                                                         ==========         ==========
* - Less than ($.01) per share

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                             VIABLE RESOURCES, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<S>                                        <C>               <C>            <C>               <C>                 <C>

                                                                          Additional
                                         Common Stock                      Paid-In          Accumulated
                                           Shares          Amount          Capital            Deficit            Totals
                                           ------          ------          -------            -------            ------

Balance -  March 31, 1997                  13,040,300        $130,403       $6,464,384        $(5,998,475)        $ 596,312

Net loss for year                                   -               -                -           (595,850)         (595,850)
                                           ----------        --------       ----------        -----------         ---------
Balance -   March 31, 1998                 13,040,300         130,403        6,464,384         (6,594,325)              462
                                           ----------        --------       ----------        -----------         ---------
Net loss for year                                   -               -                -               (384)             (384)
                                           ----------        --------       ----------        -----------         ---------
Balance - March 31, 1999                   13,040,300         130,403        6,464,384         (6,594,709)               78
                                           ----------        --------       ----------        -----------         ---------
Contributions to capital                            -               -           10,000                  -            10,000
Net loss for year                                   -               -                -             (3,165)           (3,165)
                                           ----------        --------       ----------        -----------         ---------
Balance - March 31, 2000                   13,040,300         130,403        6,474,384         (6,597,874)            6,913
                                           ----------        --------       ----------        -----------         ---------
Issuance of stock for services             10,000,000         100,000          (90,000)                 -            10,000
Net loss for year                                   -               -                -            (16,913)          (16,913)
                                           ----------        --------       ----------        -----------         ---------
Balance - March 31, 2001                   23,040,300        $230,403       $6,384,384        $(6,614,787)              $ -
                                           ----------        --------       ----------        -----------         ---------
</TABLE>

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

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                             VIABLE RESOURCES, INC.
                            STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


<S>                                                               <C>               <C>


                                                                      2001              2000
                                                                  --------------    --------------

Cash Flows From Operating Activities:
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Net (Loss)                                                          $ (16,913)         $ (3,165)
    Stock issued for services                                            10,000                 -
    Loss of assets                                                            -                 -
   Changes in assets and liabilities:
    Increase in  Accounts Payables                                            -                 -
    Increase in Accounts Receivable                                           -                 -
                                                                  --------------    --------------
                                                                  --------------    --------------
                                                                              -                 -
                                                                  --------------    --------------
Net Cash Used in Operating Activities                                    (6,913)           (3,165)
                                                                  --------------    --------------

Cash Flow From Financing Activities:
  Contribution to Capital                                                     -            10,000
  Issuance of Common Stock                                                    -                 -
                                                                  --------------    --------------
  Net Cash Provided By Financing Activities                                   -            10,000
                                                                  --------------    --------------

Increase (Decrease) in Cash                                              (6,913)            6,835

Cash and Cash Equivalents - Beginning of period                           6,913                78
                                                                  --------------    --------------

Cash and Cash Equivalents - End of period                                   $ -           $ 6,913
                                                                  ==============    ==============



Supplemental Cash Flow Information:
  Interest paid                                                             $ -               $ -
                                                                  ==============    ==============
                                                                  ==============    ==============
  Taxes paid                                                                $ -               $ -
                                                                  ==============    ==============
</TABLE>

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

                                      F-5
<PAGE>
                             Viable Resources, Inc.
                          Notes To Financial Statements
                                 March 31, 2001


Note 1 - Summary of Significant Accounting Policies:

         Organization

         Viable Resources, Inc, (the "Company") was incorporated under the laws
         of the state of Nevada on August 24, 1978. Since inception, the Company
         and its wholly owned subsidiary has been engaged in the business of
         exploration, development and production of mineral properties. During
         1992 the Company ceased operations and has since remained inactive.

         On February 29, 1984, the Company filed a voluntary petition under
         Chapter XI of the United States Bankruptcy Code, in the United States
         Bankruptcy Court, District of Wyoming. Previous Annual Reports on Form
         10-SBK have detailed the background of the filing and progress in the
         reorganization proceedings. On February 18, 1987, the Bankruptcy Court
         confirmed the Company's "Plan of Reorganization" ("Plan") which had
         been submitted to and approved by creditors. On July 13, 1988, the
         Bankruptcy Court issued the final decree closing the case of Viable
         Resources, Inc., No. 84-00138-B, pursuant to Rule 3022 of the
         bankruptcy rules.

         The ability of Company to meet its obligations under the Plan depended
         on the operational success under the agreement. The Company's share of
         the revenues under the agreement was not sufficient to meet the
         payments to creditors under the Plan and during 1990 became delinquent
         on the payments to creditors.

         At the date of this report all remaining debt of the Company after
         completion of the bankruptcy has been extinguished by the statute of
         limitations.

         Basis of Accounting

         The accompanying financial statements have been prepared on the accrual
         basis of accounting in accordance with generally accepted accounting
         principles.

         Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect certain reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates.

         Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company considered all
         cash and other highly liquid investments with initial maturities of
         three months or less to be cash equivalents.

         Fair Value of Financial Instruments

         The carrying amount of cash, accounts receivable, accounts payable and
         accrued expenses are considered to be representative of their
         respective fair values because of the short-term nature of these
         financial instruments. The carrying amount of the notes payable are
         reasonable estimates of fair value as the loans bear interest based on
         market rates currently available for debt with similar terms.

                                      F-6
<PAGE>


                             Viable Resources, Inc.
                          Notes To Financial Statements
                                 March 31, 2001

         Net Loss per share

         Basic net loss per share is computed by dividing net loss by the
         weighted average number of shares of common stock outstanding for the
         period, less shares subject to repurchase.

         Other Comprehensive Income

         The Company has no material components of other comprehensive income
         (loss) and, accordingly, net loss is equal to comprehensive loss in all
         periods.

Note 2 - Income Taxes:

         The Financial Accounting Standards Board (FASB) has issued Statement of
         Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for
         Income Taxes", which requires a change from the deferred method to the
         asset and liability method of accounting for income taxes. Under the
         asset and liability method, deferred income taxes are recognized for
         the tax consequences of "temporary differences" by applying enacted
         statutory tax rates applicable to future years to differences between
         the financial statement carrying amounts and the tax basis of existing
         assets and liabilities.

         The Company has deferred income tax assets that have been fully
reserved as follows:

             Deferred tax assets
             Net operating loss carryforwards                       $6,614,787
             Valuation allowance for deferred tax assets            (6,614,787)
                                                                     ----------
             Net deferred tax assets                                $ -
                                                                     ==========

         At March 31, 2001, the Company had net operating loss carryforwards of
         approximately $6,614,787 for federal income tax purposes. These
         carryforwards, if not utilized to offset taxable income begin to expire
         in 2002. Utilization of the net operating loss may be subject to
         substantial annual limitation due to the ownership change limitations
         provided by the Internal Revenue Code and similar state provisions. The
         annual limitation could result in the expiration of the net operating
         loss before utilization.

Note 3 - Going Concern:

         The accompanying financial statements have been prepared in conformity
         with generally accepted accounting principles, which contemplates
         continuation of the Company as a going concern. The Company has no
         assets and a retained deficit of $6,614,787 as of March 31, 2001.

         The future success of the Company is likely dependent on its ability to
         attain additional capital to develop its proposed products and
         ultimately, upon its ability to attain future profitable operations.
         There can be no assurance that the Company will be successful in
         obtaining such financing, or that it will attain positive cash flow
         from operations.

                                      F-7