UNITED STATES
                       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 December 31, 2001

[ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (No Fee Required)

                          Commission File No. 333-45774

                                   Hunapu Inc.
                 (Name of Small Business Issuer in its Charter)

        Nevada                                       88-0462762
State or other jurisdiction of          I.R.S. Employer Identification Number
incorporation or organization

1700 W. Horizon Ridge Parkway, Henderson, Nevada        89012
Address of principal executive office                 Zip Code

Issuer's telephone number:  (702) 614-1750

SECURITIES REGISTERED PURSUANT TO SECTION 15(d) OF THE ACT

                         Common Stock, $0.001 Par Value
                                (Title of Class)

Check whether the issuer: (1) filed all reports required by Section 13 or 15(d)
of the Exchange Act during the past 12 months, and (2) has been subject to such
filing requirements for the past ninety (90) days.
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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-KSB or any
amendment to this Form 10-KSB. X

The Company's revenues for Fiscal Year ended December 31, 2001 were $0.00.

As of March 29, 2002, 3,600,000 shares of Common Stock were outstanding and
there was no trading market for the Common Stock. The Number of shares held by
non-affiliates was 600,000 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.

Transitional Small Business Disclosure Format (check one):  Yes___    No_X_



<PAGE>



                                     PART I

Item 1.  Description of Business.

     Hunapu Inc. (the "Company" or "we" or "us") was incorporated in Nevada on
January 19, 2000. We were formed by Mr. John C. Francis, the principal
stockholder, and the sole executive officer and director of the Company. Our
principal executive offices are located at 1700 W. Horizon Ridge Parkway, Suite
202, Henderson, Nevada 89012. We have always been a developmental stage company
since our inception and we have no operating history other than organizational
matters, the initial public offering of our securities and the filing of reports
with the Securities and Exchange Commission (the "Commission"). We have no full
time or part time employees and Mr. Francis manages our affairs.

     We have no operating business, nor do we intend to develop our own
operating business. Our only prospect toward operations is by seeking to effect
a business combination with a corporation or other business entity which owns an
operating business and wishes to undertake a business combination for its own
corporate purposes (a "target business"), generally related to achieving
liquidity for its stockholders. Our primary activities currently involve seeking
a target business and filing reports with the Commission. As such, we are known
as a "shell" company, whose sole purpose at this time is to locate a target
business and complete a business combination. We have not entered into any
agreement, understanding or arrangement with any potential business combination
and we do not intend to limit potential candidates to any particular field or
industry. We may effect a business combination with a target business which may
be financially unstable or in its early stages of development or growth.
Competition for target businesses is intense and many other similarly, or better
funded entities than us, are seeking mergers with target businesses.

     The proposed business activities described herein classify us as a "blank
check" or "blind pool" entity. Many states have enacted statutes, rules, and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. We cannot assure that any market for our Common Stock
will develop even if we are able to successfully implement our business plan and
complete a business combination with viable operations.

Item 2.  Description of Property

     We are renting office space, telephone and secretarial services from Falcon
Financial Group LLC, at 1700 W. Horizon Ridge Parkway, Suite 202, Henderson,
Nevada 89012. Our sublease is on an oral basis, and the landlord is a
non-affiliated third party. Falcon is an entity controlled by our chief
executive officer. We intend to pay Falcon $50 per month, which we will repay
upon completion of a business combination, from the proceeds of the initial
public offering or by the target business.

     We do not own or intend to invest in any real property, real estate
mortgages, or any other real estate backed securities. We have no formal policy
with respect to investments in real estate or


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<PAGE>


investments with persons primarily engaged in real estate activities. We may,
however, merge with a business combination that has such business or
investments.

Item 3.  Legal Proceedings

     We are not a party to any pending legal proceedings.

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

     No matter was submitted to a vote of stockholders in the fourth quarter of
2001.


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<PAGE>


                                     PART II

Item 5.  Market for Company's Common Equity and Related Stockholder Matters

     Our common stock is not currently traded on any public trading market. No
assurance can be given that any market for our common stock will develop.

     The authorized capital stock of the Company consists of 48,000,000 shares,
of which 40,000,000 shares have been designated common stock, $0.001 par value,
and 8,000,000 shares of "blank-check" preferred stock, $0.001 par value. At
March 29, 2002, there were 3,600,000 shares of common stock outstanding and held
of record by 11 stockholders. No shares of preferred stock have been issued, and
the Board has not designated the rights or preferences of any class or series of
preferred stock.

     We have not declared any dividends and do not intend to in the foreseeable
future as we have no reserves. In the event we enter into a merger or other
business combination, the post merger company may change this policy. However,
since most potential target businesses are likely to be early stage growth
companies, it is unlikely that management of such a target business would
declare any dividend for a while after any business combination.

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

Forward Looking Statements

     Statements contained in this Annual Report on Form 10-KSB include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause the actual results of the Company (sometimes referred to as
"we", "us" or the "Company"), performance (financial or operating) or
achievements expressed or implied by such forward-looking statements not to
occur or be realized. Such forward-looking statements generally are based upon
our best estimates of future results, general business combination and
acquisition activity in the marketplace, performance or achievement, based upon
current conditions and the most recent results of operations. Forward-looking
statements may be identified by the use of forward-looking terminology such as
"may," "will," "project," "expect," "plan," "believe," "estimate," "anticipate,"
"intends," "continue", "potential," "opportunity" or similar terms, variations
of those terms or the negative of those terms or other variations of those terms
or comparable words or expressions.

                                PLAN OF OPERATION

     We are currently in the development stage. We have no operating business,
and all our activities since inception have been related to our formation and
completing our initial public offering, in


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<PAGE>


which we raised $18,000 of gross proceeds from the sale of all 600,000 units
offered. Our ability to continue operations is contingent upon completing a
business combination. As of December 31, 2001, we had not incurred any material
costs or expenses other than those associated with formation of the company and
our public offering, and we had cash on hand of $2,572. On February 14, 2002, we
completed our initial public offering. Pursuant to Rule 419 under the Securities
Act, the gross proceeds of $18,000 are being held in escrow. Funds to pay for
offering expenses were loaned to us by our chief executive officer, who, through
his estate planning entity, had loaned $13,500 to us as of December 31, 2001. We
will use the net proceeds of this offering, together with the income and
interest earned thereon, if any, to repay our indebtedness to our chief
executive officer and to pay expenses in connection with effecting a business
combination. We do not have discretionary access to any income on the monies in
the escrow account and stockholders will not receive any distribution of the
income or have any ability to direct the use or distribution of any such income.
Thus, any such income will cause the amount in escrow to increase. Although we
are entitled to request that up to 10% of the proceeds held in escrow be
released to us to pay the costs of evaluating potential business combinations,
we do not intend to do so. No cash compensation will be paid to any officer or
director in their capacities as such until after the consummation of the first
business combination. Since the role of present management after a business
combination is uncertain, we cannot determine what remuneration, if any, will be
paid to present management after a business combination.

     If we do not complete a business combination within 18 months from the date
of the commencement of the offering (November 9, 2001), the escrow agent will
return the escrowed funds to the investors on a proportionate basis, with
interest, if any.

Introduction to the Company

     We are a "blank check" company formed on January 19, 2000, to effect a
business combination with a target business which we believe has significant
growth potential. To date, our efforts have been limited to organizational
activities and our initial public offering, completed on February 14, 2002. We
intend to utilize the proceeds of our public offering, any sales of additional
equity securities or debt securities, bank and other borrowings or a combination
of those sources to effect a business combination with a target business which
we believe has significant growth potential. While we may, under certain
circumstances, seek to effect business combinations with more than one target
business, unless and until the warrants are exercised or additional financing is
obtained, we will not have sufficient proceeds remaining after an initial
business combination to undertake additional business combinations.

"Blank Check" Offering

     Background. As a result of management's broad discretion with respect to
the specific application of the net proceeds of our public offering, our
offering can be characterized as a "blank check" offering. Although
substantially all of the net proceeds of our public offering are intended to be


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<PAGE>


utilized to complete a business combination, the proceeds are not otherwise
being designated for a particular purpose.

     A common reason for a target company to enter into a merger with a blank
check company is the desire to establish a public trading market for its shares.
Such a company would hope to avoid the perceived adverse consequences of
undertaking a public offering itself, such as the time delays and significant
expenses incurred to comply with the various Federal and state securities laws
that regulate initial public offerings.

     Unspecified Industry and Target Business. We will seek to acquire a target
business without limiting ourselves to a particular industry. Most likely, the
target business will be primarily located in the United States, although we may
acquire a target business primarily located outside the United States.

     We will not acquire a target business unless the fair market value of such
business, as determined by our management, is at least 80% of the maximum
proceeds of this offering, including the warrant proceeds. If we determine that
the financial statements of a proposed target business do not clearly indicate
that the fair market value test has been satisfied, we will obtain an opinion
from an independent investment banking firm (which is a member of the NASD) with
respect to the satisfaction of such criteria.

     In connection with stockholder approval of a business combination, we
intend to provide stockholders with disclosure documentation in accordance with
the SEC's proxy rules, including audited financial statements, concerning a
target business. Accordingly, any target business that is selected would need to
have audited financial statements or be audited in connection with the
transaction. To the extent we effect a business combination with a financially
unstable company or an entity in its early stage of development or growth
(including entities without established records of revenue or income), we will
become subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, to the extent that we effect a business combination with an entity in
an industry characterized by a high level of risk, we will become subject to the
currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes certain industries which experience rapid growth.
Although our management will evaluate the risks inherent in a particular
industry or target business, you cannot assume that we will properly ascertain
or assess all risks.

     Probable Lack of Business Diversification. As a result of our limited
resources, unless and until the warrants are exercised or additional financing
is obtained, we expect to have sufficient proceeds to effect only a single
business combination. Accordingly, the prospects for our success will be
entirely dependent upon the future performance of a single business. Unlike
certain entities that have the resources to consummate several business
combinations or entities operating in multiple industries or multiple segments
of a single industry, we will not have the resources to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses. A
target business may be dependent


                                       7
<PAGE>


upon the development or market acceptance of a single or limited number of
products, processes or services, in which case there will be an even higher risk
that the target business will not prove to be commercially viable. We have no
present intention of either loaning any of the proceeds of our initial public
offering to any target business or of purchasing or acquiring a minority
interest in any target business.

     Limited Ability to Evaluate Management of a Target Business. We expect our
present management to play no managerial role in the Company following a
business combination. Although we intend to scrutinize closely the management of
a prospective target business in connection with our evaluation of a business
combination with a target business, our assessment of management may be
incorrect.

     In evaluating a prospective target business, we will consider several
factors, including the following:


     o    experience and skill of management and availability of additional
          personnel of the target business;


     o    costs associated with effecting the business combination;


     o    equity interest retained by our stockholders in the merged entity;


     o    growth potential of the target business;


     o    capital requirements of the target business;


     o    capital available to the target business;


     o    competitive position of the target business;


     o    stage of development of the target business;


     o    degree of current or potential market acceptance of the target
          business, products or services;


     o    proprietary features and degree of intellectual property or other
          protection of the target business;


     o    the financial statements of the target business; and


     o    the regulatory environment in which the target business operates.


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<PAGE>


     The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular target business will be based, to the
extent relevant, on the above factors as well as other considerations we deem
relevant. In connection with our evaluation of a prospective target business, we
anticipate that we will conduct a due diligence review which will encompass,
among other things, meeting with incumbent management and inspection of
facilities, as well as a review of financial, legal and other information.

     The time and costs required to select and evaluate a target business
(including conducting a due diligence review) and to structure and consummate
the business combination (including negotiating and documenting relevant
agreements and preparing requisite documents for filing pursuant to applicable
corporate and securities laws) cannot be determined at this time. Our chief
executive officer intends to devote only a small portion of his time to our
affairs, and, accordingly, the consummation of a business combination may
require a longer time than if he devoted his full time to our affairs. However,
he will devote such time as he deems reasonably necessary to carry out the
business and affairs of the Company. The amount of time devoted to our business
and affairs may vary significantly depending upon, among other things, whether
we have identified a target business or are engaged in active negotiation of a
business combination.

     We anticipate that various prospective target businesses will be brought to
our attention from various sources, including securities broker-dealers,
investment bankers, venture capitalists, bankers and other members of the
financial community, including, possibly, the executive officers and our
affiliates.

     As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of business combinations. We will
evaluate the possible tax consequences of any prospective business combination
and will endeavor to structure a business combination so as to achieve the most
favorable tax treatment to our company, the target business and our respective
stockholders. There can be no assurance that the Internal Revenue Service or
relevant state tax authorities will ultimately assent to our tax treatment of a
particular consummated business combination. To the extent the Internal Revenue
Service or any relevant state tax authorities ultimately prevail in
recharacterizing the tax treatment of a business combination, there may be
adverse tax consequences to our company, the target business, and our respective
stockholders.

Acquisition Restrictions

     We may acquire a company or business by purchasing, trading or selling the
securities of such company or business. However, we do not intend to engage
primarily in such activities. Specifically, we intend to conduct our activities
so as to avoid being classified as an "investment company" under the Investment
Company Act of 1940, and therefore avoid application of the costly and
restrictive registration and other provisions of the Investment Company Act and
the regulations promulgated thereunder.


                                       9
<PAGE>


     Section 3(a) of the Investment Company Act excepts from the definition of
an "investment company" an entity which does not engage primarily in the
business of investing, reinvesting or trading in securities, or which does not
engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceed 40% of the
value of its total assets (excluding government securities, cash or cash items).
We intend to implement our business plan in a manner which will result in the
availability of this exception from the definition of an investment company.
Consequently, our acquisition of a company or business through the purchase and
sale of investment securities will be limited. Although we intend to act to
avoid classification as an investment company, the provisions of the Investment
Company Act are extremely complex and it is possible that we may be classified
as an inadvertent investment company. We intend to vigorously resist
classification as an investment company, and to take advantage of any exemptions
or exceptions from application of the Investment Company Act, which allows an
entity a one time option during any three-year period to claim an exemption as a
"transient" investment company. The necessity of asserting any such resistance,
or making any claim of exemption, could be time consuming and costly, or even
prohibitive, given our limited resources.

     We will be subject to certain reporting requirements under the Exchange
Act. If we are no longer required to file reports and other information with the
SEC under the Exchange Act, we intend nonetheless to continue to file such
reports. Pursuant to Sections 13 and 15(d) of the Exchange Act, if significant
acquisitions take place, we must furnish information, including certified
financial statements for the acquired company covering one, two or three years
depending upon the relative size of the acquisition. Consequently, acquisition
prospects that do not have or are unable to obtain certified financial
statements will not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act apply to us.

     Various impediments to a business combination may arise, such as appraisal
rights afforded the stockholders of a target business under the laws of its
state of organization. This may prove to be deterrent to a particular
combination.

     We will not effect a business combination with any entity in which our
promoters, management or their affiliates or associates, directly or indirectly,
have an ownership interest.

Rule 419 Prescribed Acquisition Criteria and Reconfirmation

     We are a so-called "blank check" company because we are a development stage
company with no specific business plan or purpose other than effect a business
combination with an unidentified company. As mentioned previously, we were
formed to raise capital and seek business opportunities believed to hold a
potential for profit. We will primarily investigate the possible acquisition of
business interests by merger, consolidation, stock for stock exchange or
purchase of assets. We hope to be able to effect a tax-free exchange once a
business opportunity satisfactory to management is located. However, no
assurance can be given that an attractive business opportunity will become
available to us


                                       10
<PAGE>


on a tax-free exchange basis, or on another basis. We are under no binding
commitment, arrangement, or understanding to acquire any business interests or
products. Because we have limited resources, unless and until the warrants are
exercised or additional financing is obtained, it is likely that our limited
funds will limit our potential acquisitions to one business interest or product,
and as such, it is expected that our interest(s) will not be very diversified.

     Our initial public offering is subject to Rule 419 under the Securities
Act. As such, among other things, the fair market value of the business or
assets to be acquired must represent at least 80% of the proceeds of our public
offering, including the warrant proceeds. For purposes of our blank check
offering, the fair market value of the business or assets to be acquired must be
at least $814,400. Once an acquisition agreement meeting the above criteria has
been executed, we must successfully complete a reconfirmation offering as
described below.

Post-Effective Amendment

     Once an agreement governing a business combination meeting the above
criteria has been executed, Rule 419 requires us to update the registration
statement with a post-effective amendment. The post-effective amendment must
contain information about the proposed acquisition candidate and its business,
including audited financial statements, the results of this offering, and the
use of the funds disbursed from the escrow account, if any. The post-effective
amendment must also include the terms of the reconfirmation offer mandated by
Rule 419. The reconfirmation offer requires satisfaction of certain prescribed
conditions before the offering proceeds and shares can be released from escrow.

Reconfirmation Offering

     The reconfirmation offer must commence within five business days after the
effective date of the post-effective amendment. Under Rule 419, the
reconfirmation offer must include the following conditions:


     1.   The prospectus contained in the post-effective amendment will be sent
          to each investor whose securities are held in the escrow account
          within five business days after the effective date of the
          post-effective amendment;


     2.   Each investor will have no fewer than 20, and no more than 45 business
          days from the effective date of the post-effective amendment to notify
          us in writing that the investor elects to remain an investor;


     3.   If we do not receive written notification from any investor within 45
          business days following the effective date, the pro rata portion of
          the offering proceeds (with any interest or dividends) held in the
          escrow account on such investor's behalf will be returned to the
          investor within five business days by first class mail or other
          equally prompt means;


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<PAGE>


     4.   The business combination will be consummated only if a sufficient
          number of investors elect to reconfirm their investments;


     5.   If a consummated business combination has not occurred within 18
          months from November 9, 2001 (the date of the commencement of our
          offering), the offering proceeds held in the escrow account shall be
          returned to all investors on a pro rata basis within five business
          days by first class mail or other equally prompt means;


     6.   Investors who receive their pro rata portion of the offering proceeds
          will also receive the interest, if any. If we consummate a business
          combination, investors who have elected to remain investors will not
          receive any interest when their pro rata portion of the offering
          proceeds is released to us.

Release of Offering Proceeds and Shares from Escrow

     The offering proceeds and shares held in escrow may be released to us and
the investors, respectively, after the escrow agent has received a signed
representation from us and any other evidence acceptable to the escrow agent
that:


     1.   We have executed an agreement for the combination with a business for
          which the fair value of the business represents at least 80% of the
          offering proceeds and have filed the required post-effective
          amendment;


     2.   The post-effective amendment has been declared effective, the mandated
          reconfirmation offer prescribed by Rule 419 has been completed and we
          have satisfied all of the prescribed conditions of the reconfirmation
          offer;


     3.   The combination with a business with a fair value of at least 80% of
          the offering proceeds, including the warrant proceeds, has been
          consummated.

Certain Securities Laws Considerations

     Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, we will only be able to effect a business
combination with a prospective target business that has available audited
financial statements or has financial statements which can be audited.


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<PAGE>

Employees

     We are a development stage company and currently have no employees, other
than our chief executive officer, John C. Francis, who serves without
compensation. Mr. Francis is expected to continue to devote only a small portion
of his time (less than 10%) to our affairs on a part-time or as-needed basis
increasing in time when a target business is identified. We expect to use
outside consultants, advisors, attorneys and accountants as necessary, none of
which will be hired on a retainer basis. We do not anticipate hiring any
full-time employees so long as we are seeking and evaluating business
opportunities.

Results of Operations for Year Ended December 31, 2001

     Net cash used in operating activities for the twelve months ended December
31, 2001 was $4,485 compared to $9,443 for the period from inception (January
19, 2000) to December 31, 2000.

     Expenses increased by $377 for the twelve months ended December 31, 2001
compared to the prior year. While professional fees decreased by $500, other
expenses increased by $1,727 to $3,380. As discussed above, the Company will
incur substantial expenses, including expenses for professional and other
consulting services, when it seeks to negotiate and enter into a business
combination.

     During the twelve months ended December 31, 2001, loans from our chief
executive officer increased by $7,500 to $13,500. As a result, cash on hand
increased by $1,515 for the twelve months ended December 31, 2001 to $2,572. Our
cumulative deficit during the development stage was $19,563 as of December 31,
2001.


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<PAGE>

                                  RISK FACTORS


     Our securities are highly speculative and subject to numerous and
substantial risks, including, but not limited to, these discussed below.

We Have No Operating History or Basis for Evaluating Prospects

     We were incorporated in January 2000 and we have no operating business or
plans to develop one. While we have completed our initial public offering we
have not, as of the date hereof, entered into any agreement, arrangement or
understanding with any target business. Accordingly, there is only a limited
basis upon which to evaluate our prospects for achieving our intended business
objectives. To date, our efforts have been limited to organizational activities,
our initial public offering, filing reports with the Commission, and searching
for target businesses.

Our Auditors Have Expressed Doubt as to our Ability to Continue Business as a
Going Concern; We Have Limited Resources and No Revenues From Operations, and
May Need Additional Financing in Order to Execute our Business Plan

     We have limited resources and no revenues from operations to date. In
addition, we will not achieve any revenues (other than insignificant investment
income) until, at the earliest, the completion of a business combination and we
cannot ascertain our capital requirements until such time. Moreover, there can
be no assurance that any target business, at the time of the consummation of a
business combination, or at any time thereafter, will derive any material
revenues from its operations or operate in profitable manner. Further limiting
our abilities to achieve revenues, in order to avoid status as an "Investment
Company" under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), we can only invest our funds prior to a business combination in
limited investments which do not invoke Investment Company status. There can be
no assurance that determinations ultimately made by us will permit us to achieve
our business objectives. We may be required to seek additional financing in
order to implement our business plan and/or complete a business combination. As
a result of the above, our independent accountants have expressed doubt as to
our ability to continue as a going concern.

We May Not Be Able to Borrow Funds If and As Needed; If We Do Borrow Funds, We
Will Be Less Attractive to Potential Target Business

     There are currently no contractual or legal limitations on our ability to
borrow funds to increase the amount of capital available to us to effect a
business combination. However, our limited resources and lack of operating
history will make it difficult to borrow funds. The amount and nature of our
borrowings will depend on numerous considerations, including our capital needs,
our credit, our perceived ability to meet debt service on any such borrowings
and the then prevailing conditions in the financial markets, as well as general
economic conditions. We cannot assume that debt financing, if


                                       14
<PAGE>


required or sought, would be available on terms deemed to be commercially
acceptable by and in our best interests. If we are not able to borrow funds
required to effect or facilitate a business combination, or to provide funds for
an additional infusion of capital into a target business, our financial
condition and future prospects will be materially adversely affected.
Additionally, to the extent that debt financing ultimately proves to be
available, any borrowings may subject us to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest. Any debt we incur
may significantly discourage potential target businesses. Furthermore, a
business combination target may have already incurred borrowings and, therefore,
all the risks inherent thereto will be absorbed by us at the time of a business
combination.

We Are Unable to Ascertain Risks Relating to the Industry and Nature of
Unidentified Target Businesses, and You Will Have Little or No Control over the
Target Businesses after a Business Combination

     We have not selected any particular industry or target business in which to
concentrate our efforts. Our director and chief executive officer has had
limited dealings and contact or discussions with representatives of other
entities regarding a completion of a business combination, however, no
understandings, agreements or arrangements exist. Accordingly, there is no basis
to evaluate the possible merits or risks of the target business or the
particular industry in which we may ultimately operate, and therefore risks of a
currently unascertainable nature may arise when a specific target business and
industry is chosen. Although management will endeavor to evaluate the risks
inherent in a particular target business or industry, there can be no assurance
that we will properly ascertain and evaluate all such risks.

Scarcity of and Competition for Business Combination Opportunities May Hinder
the Identification of a Target Business and the Completion of a Business
Combination

     We expect to encounter intense competition from other entities having
business objectives similar to ours. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting business combinations directly or
through affiliates. Many of these competitors possess greater financial,
technical, human and other resources than we do, and there can be no assurance
that we will have the ability to compete successfully. Our financial resources
are very limited in comparison to those of many of our competitors. This
inherent competitive limitation may compel us to select less attractive
prospects. There can be no assurance that such prospects will permit us to
achieve our stated business objectives.


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<PAGE>


We May Pursue a Business Combination With a Target Business Operating Outside
the United States Which Entail Additional Risks Relating to Doing Business in a
Foreign Country

     We may effectuate a business combination with a target business whose
business operations or even headquarters, place of formation or primary place of
business are located outside the United States. In such event, we may face the
significant additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers that may make it difficult to evaluate such a target business, ongoing
business risks result from the internal political situation, uncertain legal
systems and applications of law, prejudice against foreigners, corrupt
practices, uncertain economic policies and potential political and economic
instability that may be exacerbated in various foreign countries.

We depend on part-time management, and they may not have sufficient opportunity
to identify a target business.

     Our success is largely dependent upon whether our management can identify a
suitable target business. Our management is expected to manage our affairs on
only a part-time or as- needed basis, and they may miss business opportunities
they may have otherwise identified had they been devoting all of their time to
our affairs. We have not entered into an employment agreement with any member of
our management, and none of them is required to commit a specific amount or
percentage of his time to our affairs.

Management Will Most Probably Change Upon the Consummation of a Business
Combination

     It is likely that any business combination will result in control by the
target business stockholders and that our stockholders would retain only a
relatively small minority position. Any such business combination may require
management to sell, transfer or cancel all or a portion of our stock held by
management, and/or cause Mr. Francis to resign or be removed as an executive
officer and/or sole director and a corresponding reduction in or elimination of
his participation in future affairs.

Recent Rulemaking Has Made it More Difficult for Us to Establish a Trading
Market for Our Common Stock. Blank Check Companies That Are Similarly Situated
but That Have a Trading Market for Their Stock, May Be More Attractive to Target
Businesses

     A public market for the common stock does not exist and there can be no
assurance that one will ever develop or if developed will continue. Recent NASD
policy making has also hindered our ability to obtain a trading market. If no
market develops, after completion of a business combination and the release of
the shares from escrow, it may be difficult or impossible for the holders of the
common stock to sell their securities if they should desire to do so. In
addition, there are substantial restrictions on the sale or transfer of common
stock imposed by federal and state securities laws, if the


                                       16
<PAGE>


shares of common stock are not registered through a registration statement. If
the shares are registered, there are no assurances that a regular trading market
will develop for any of the common stock and that if developed any such market
will be sustained.

It Is Most Likely That Current Stockholders Will Be Immediately and
Substantially Diluted upon a Business Combination

     Our Certificate of Incorporation authorizes the issuance of 40,000,000
shares of common stock. There are currently 36,400,000 authorized but unissued
shares of common stock available for issuance. Although we have no commitments
as of this date to issue any of these shares of common stock, we will, in all
likelihood, issue a substantial number of additional shares in connection with
or following a business combination. To the extent that additional shares of
common stock are issued, our stockholders would experience dilution of their
respective ownership interests.

Common Stock Immediately Eligible for Resale

     Of the 3,600,000 shares of common stock outstanding of the Company as of
the date of the Registration Statement, all are currently held in escrow pending
completion of a business combination promulgated under the Securities Act. Under
Rule 144 ("Rule 144"), as currently in effect, subject to the satisfaction of
certain other conditions, a person, including an affiliate of the Company (or
persons whose shares are aggregated), who has owned restricted shares of common
stock beneficially for at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of 1% of
the total number of outstanding shares of the same class or, if the common stock
is quoted on an exchange or NASDAQ, the average weekly trading volume during the
four calendar weeks preceding the sale. A person who has not been an affiliate
of the Company for at least three months immediately preceding the sale and who
has beneficially owned the shares of common stock to be sold for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above. No prediction can be made as to the effect, if
any, that sales of such shares of common stock or the availability of such
shares for sale will have on the market prices, if any, for shares of common
stock prevailing from time to time. Nevertheless, the sale of substantial
amounts of common stock in the public market would likely adversely affect
prevailing market prices for the common stock and could impair our ability to
raise capital through the sale of equity securities.

We Are Authorized to Issue Preferred Stock

     Our Certificate of Incorporation authorizes the designation and issuance of
8,000,000 shares of preferred stock (the "preferred stock"), with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions of such series as the Board, subject to the laws of the State of
Nevada, may determine from time to time. Accordingly, the Board is empowered,
without stockholder approval, to designate and issue preferred stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of common stock. In
addition, the preferred stock could be utilized, under certain circumstances, as
a method of


                                       17
<PAGE>


discouraging, delaying or preventing a change our control. Although we do not
currently intend to designate or issue any shares of preferred stock, there can
be no assurance that we will not do so in the future. It is likely however, that
following a business combination, new management may issue such preferred stock,
and it is possible that one or more series of preferred stock will be designated
and/or issued in order to effectuate a business combination or financing. As of
this date, we have no outstanding shares of preferred stock and we have not
designated the rights or preferences of any series of preferred stock.

We have not paid and do not intend to pay dividends.

     We have not paid any dividends on our common stock to date and do not
intend to pay dividends prior to our combination with a target business. The
payment of dividends after any such business combination, if any, will be
entirely within the discretion of our board of directors. Accordingly, you will
have to look to appreciation in the value of your securities to obtain a return
on your investment.

If we redeem the warrants, the value of units may be reduced.

     We may redeem the warrants at a price of $.001 per warrant upon 30 days'
written notice at any time during the warrant exercise period. If you do not
exercise your warrants prior to their expiration or redemption, you will not be
able to purchase the securities underlying your warrants. If we redeem the
warrants, you will have to (i) exercise the warrants (and pay the exercise price
at a time when it may be disadvantageous for you to do so), (ii) sell the
warrants at the current market price for the warrants when you might otherwise
wish to hold the warrants for possible additional appreciation, or (iii) accept
the redemption price, which may be substantially less than the market value of
the warrants at the time of redemption. For five days after the end of the
redemption notice period, we can appoint standby purchasers to exercise any or
all of the warrants which are not exercised. If your warrants are exercised by
standby purchasers, you will not receive the securities issued upon their
exercise, and your ownership interest will be accordingly reduced. In addition,
although we do not intend to do so, we may redeem the warrants at a time when
they cannot be exercised pursuant to a current prospectus, which may lead to
litigation by warrant holders.

We may become subject to regulation under the Investment Company Act, especially
during the period prior to our consummating a business combination.

     We believe that our anticipated principal activity, which is to effect a
combination with a target business, will not subject us to regulation under the
Investment Company Act, which was enacted to regulate vehicles for pooled
investments in securities. However, the Investment Company Act may also extend
to companies that do not intend to be investment companies if their activities
are within the definitional scope of the Investment Company Act. If the SEC
determines that we are an investment company, we will become subject to
burdensome regulations that are incompatible with our strategy of effecting a
combination with a target business.


                                       18
<PAGE>


Item 7.  Financial Statements

     See the Consolidated Financial Statements and related Report of Independent
Certified Public Accountants included herewith as pages F-1 through F-8.

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

     None.


                                       19
<PAGE>


                                    PART III

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

     (a) The following table provides information concerning each executive
officer and director of the company. All directors hold office until the next
annual meeting of stockholders or until their successors have been elected and
qualified.

Name                        Age          Title
----                        ---          -----
John C. Francis             52           Chief Executive Officer,
                                         President, Treasurer and Director

     John C. Francis, Chief Executive Officer, President, Treasurer and sole
director since our formation, has been a Managing Member of Falcon Financial
Group LLC since January 14, 2000, and since March 1999, has been engaged in the
business of venture capital. Falcon is engaged in the business of providing
assistance or advice to private companies on capital formation and on becoming a
publicly traded company and introductions to investment banking firms. From
April 1, 1994, until January 31, 1999, he served as Vice President, Secretary
and a director of AgriBioTech ("ABT"). He was the Chief Financial Officer of ABT
from April 1994 until April 1996. On January 25, 2000, approximately one year
after Mr. Francis resigned from ABT, ABT and several of its subsidiaries filed a
voluntary case with the United States Bankruptcy Court in the District of Nevada
under Chapter 11 of the United States Bankruptcy Code. ABT is operating its
business as a debtor in possession while its assets are being sold. Prior
thereto, Mr. Francis was Vice President, Chief Financial Officer and a director
of FiberChem, Inc., now known as Decision Link, Inc. ("FCI"), from its inception
in December 1986 until March 31, 1994. Mr. Francis also served as a director of
FCI Environmental, Inc. ("FCI Environmental"), a wholly-owned subsidiary of FCI,
from January 1990 until March 31, 1994, and served as Director of Marketing of
FCI Environmental from September 1, 1993, until December 31, 1993. On July 1,
2001, Mr. Francis became Vice President, Chief Financial Officer and a director
of Crest View, Inc., a private company seeking to become a public company to
develop a tourist destination business in Honduras.

     Mr. Francis is not required to commit his full time to our affairs and it
is likely that he will not devote a substantial amount of time to the affairs of
the Company. Mr. Francis will have conflicts of interest in allocating
management time among various business activities. As a result, the consummation
of a business combination may require management to devote a greater period of
time than they are able to. However, Mr. Francis will devote such time as he
deems reasonably necessary to carry out the business and affairs of the Company,
including the evaluation of potential business combination targets and the
negotiation and consummation of a business combination, and, as a result, the
amount of time devoted to the business and affairs of the Company may vary
significantly depending upon, among other things, whether the Company has
identified a target business or is engaged in active negotiation and
consummation of a business combination.


                                       20
<PAGE>


     (b) The Company is not subject to Section 16(a) of the Exchange Act.


Meetings of the Board

     Our sole director is, and always has been, Mr. Francis. As of March 29,
2002, the Board of Directors, by written consent signed by the sole director, in
lieu of a meeting, approved and ratified all actions taken by management
including all agreements and stock issuances in fiscal 2001. As we only have one
board member, we do not have separate or independent audit or compensation
committees.

Item 10.  Executive Compensation

     Since our inception, we have paid no cash compensation to our officers or
directors. John C. Francis is the sole officer and director of the Company. Mr.
Francis receives no compensation for his services as the sole director and/or
executive officer of the Company. Mr. Francis has loaned the Company the funds
for the reasonable business expenses of the Company, including those incurred in
connection with the formation of the Company, the preparation and filing of a
Registration Statement on Form SB-2 under the Securities Act and the completion
of the initial public offering. Mr. Francis and his affiliate will also be
entitled to be reimbursed for any future reasonable business expenses of the
Company, including any expenses incurred in connection with any business
combination. This will include reimbursement for the cost of the personnel of
Mr. Francis or his affiliates (other than Mr. Francis himself) to be inclusive
of all documented costs of their employment on a reasonable hourly or daily
allocation while engaged in activities on behalf of the Company.

     While the Company does not presently anticipate engaging the services of
professional firms that specialize in finding business acquisitions on any
formal basis, the Company may engage such firms in the future, in which event
the Company may pay a finder's fee or other compensation. In no event, however,
will the Company pay a finder's fee or commission to any officer and director of
the Company or any entity with which he is affiliated for such service.
Moreover, in no event shall the Company issue any of its securities to any
officer, director or promoter of the Company, or any of their respective
affiliates or associates, in connection with activities designed to locate a
target business. The Company does not have any incentive or stock option plan in
effect.


                                       21
<PAGE>


Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the number and
percentage of common stock (being our only voting securities) beneficially owned
by each officer and director, each person (including any "group" as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934) known by us to
own 5% or more of our common stock, and all officers and directors as a group,
as of the date of this report.

                                        Amount and
                                         Nature of             Percentage of
                                        Beneficial              Outstanding
Name                                   Ownership (1)          hares Owned (2)
----                                   -------------          ---------------
John C. Francis (3)                    3,946,667(4)                82.2%
1700 W. Horizon Ridge Parkway
Henderson, NV 89012

Snow Becker Krauss P.C. (5)               53,333(6)                 1.1%
605 Third Avenue
New York, NY 10158

Hughes Holdings LLC                      644,000(7)                18.5%
488 Madison Avenue, 8th Fl.
New York, New York  l0022

All Officers and                       4,000,000                  83.33%
Directors as a Group
(two persons)
--------------------

(1)  Unless otherwise indicated, the company has been advised that all
     individuals listed have the sole power to vote and dispose of the number of
     shares set forth opposite their names. For purposes of computing the number
     and percentage of shares beneficially owned by a selling securityholder,
     any shares which such person has the right to acquire within 60 days are
     deemed to be outstanding, but those shares are not deemed to be outstanding
     for the purpose of computing the percentage ownership of any other selling
     securityholder.


(2)  Based on 3,600,000 shares issued and outstanding without giving effect to
     the potential issuance of additional common stock upon the exercise of the
     class A warrants.


(3)  Mr. Francis is chief executive officer, president, treasurer and sole
     director of the company.


                                       22
<PAGE>


(4)  Consists of 2,960,000 shares of common stock and 986,667 class A warrants
     registered in the name of Putun LLC, an entity established by Mr. Francis
     for estate planning purposes.

(5)  This partnership consists of members of Snow Becker Krauss P.C., counsel to
     the company. Elliot H. Lutzker, a member of Snow Becker Krauss P.C., is
     secretary of the company. Mr. Lutzker owns 20,000 shares of Common Stock
     and 66,667 Class A Warrants and other members of Snow Becker Krauss P.C.
     own shares of common stock and Class A Warrants not included in the above
     table.


(6)  Consists of 40,000 shares of common stock and 13,333 class A warrants.

(7)  Consists of 483,000 shares of Common Stock and 161,000 class A warrants.

Item 12.  Certain Relationships and Related Transactions

     On January 19, 2000, upon the formation of the company, John C. Francis,
founder and Chief Executive Officer, purchased through Putun LLC, an entity
established by Mr. Francis for estate planning purposes, 2,960,000 shares of
common stock from the company for an aggregate of $2,960, or $.001 per share.
Mr. Francis tendered a recourse promissory note for his shares which was paid in
May 2000 when we opened a bank account.

     We are renting office space, telephone and secretarial services from Falcon
Financial Group LLC, at 1700 W. Horizon Ridge Parkway, Suite 202, Henderson,
Nevada 89012. Our sublease is on an oral basis, and the landlord is a
non-affiliated third party. Falcon is an entity controlled by our chief
executive officer. We intend to pay Falcon $50 per month, which we will repay
upon completion of a business combination, from the proceeds of the public
offering or by the target business.

     On August 31, 2000, February 12, 2001, and April 6, 2001, we received
$7,500, $2,000 and $4,000, respectively, from Putun. These loans are repayable
on August 30, 2002, February 11, 2002, and April 5, 2002, respectively, and bear
interest at 6% per annum. Mr. Francis has agreed in writing to extend the due
date of each of the above loans as they become due, to a date 19 months from
November 9, 2001, unless a business combination is earlier completed. As of
December 31, 2001, we had accrued $885 in interest charges, which were unpaid.

Conflicts of Interest

     In order to minimize potential conflicts of interest relating to non
arms-length transactions, (i) we will not combine with any target business in
which our officers, directors or non-public stockholders, or their respective
affiliates, serve as officers, directors or partners or own or hold an ownership
interest, (ii) none of such persons shall receive from us or the target business
or its principals any finder's fees, consulting fees or similar compensation,
whether in cash, securities or otherwise, for introducing to us a target
business, and (iii) our management will not negotiate or otherwise consent to
the purchase of their respective common stock as a condition of or in connection
with our proposed combination with a target business. There is no cap on the
amount of finder's fees that we may pay.


                                       23
<PAGE>


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

(a)  Exhibits

    3.1     Articles of Incorporation of the registrant. (1)

    3.2     By-Laws of the registrant. (1)

    4.1     Specimen Common Share Certificate. (1)

    4.2     Specimen Class A Warrant Certificate. (1)

   10.1     Escrow Agreement. (1)

   10.2     Promissory Note made August 31, 2000. (1)

   10.3     Promissory Note made February 12, 2001. (1)

   10.4     Promissory Note made April 6, 2001. (1)

   10.5     Letter from Putun, LLC, dated August 30, 2001, extending due date of
            Promissory Note made August 31, 2000. (1)

   10.6     Agreement of Putun, LLC agreeing to extend due dates of Promissory
            Notes. (1)

--------------------
(1)  Incorporated by reference from to the Company's Registration Statement on
     Form SB-2 (SEC File No. 333-45774), last filed on November 6, 2001.


(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the fourth quarter of 2001;
however, a report on Form 8-K for February 14, 2002, reporting an event on Item
5, the completion of the initial public offering, was filed.


                                       24
<PAGE>

                                   HUNAPU INC.
                          (A Development Stage Company)


                                      INDEX

<TABLE>
<CAPTION>
                                                                                   Page(s)

<S>                                                                                 <C>
Independent Auditors' Report                                                        F-2.

Financial Statements:

   Balance Sheets as of December 31, 2001 and 2000                                  F-3.

   Statements of Operations  for the Period from  Inception  January 19, 2000 to
    December 31, 2001 (the development  stage), the Year Ended December 31, 2001
    and the Period from Inception (January 19, 2000) to December 31, 2000           F-4.

   Statement of  Shareholders'  Equity  (Deficit) for the Period from  Inception
    January 19, 2000 to December 31, 2001 (the development stage)                   F-5.

   Statements  of Cash Flows for the Period from  Inception  January 19, 2000 to
    December 31, 2001 (the development  stage), the Year Ended December 31, 2001
    and the Period from Inception (January 19, 2000) to December 31, 2000           F-6.

Notes to Financial Statements                                                       F-7.
</TABLE>


                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Shareholders
Hunapu Inc.
Henderson, Nevada


We have audited the  accompanying  balance  sheets of Hunapu Inc. (a development
stage company),  as of December 31, 2001 and 2000, and the related statements of
operations,  shareholders'  equity and cash flows for the cumulative period from
January 19, 2000 to December 31, 2001 (the  development  stage),  the year ended
December  31,  2001 and for the period  from  inception  (January  19,  2000) to
December 31, 2000.  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 auditing standards generally accepted
in the  United  States of  America.  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 Hunapu Inc. (a  development
stage  company)  as of  December  31,  2001 and  2000,  and the  results  of its
operations  and its cash flows for the periods then ended,  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 1 to the
financial  statements,  the Company has been in the development  stage since its
inception on January 19, 2000.  The  Company's  lack of financial  resources and
liquidity  raise  substantial  doubt  about its  ability to  continue as a going
concern.  Management's plans in regard to this matter are also described in Note
1. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.


                                                      ------------------------
                                                      LAZAR LEVINE & FELIX LLP


New York, New York
March 15, 2002


                                      F-2
<PAGE>
                                   HUNAPU INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   December 31,  December 31,
                                   - ASSETS -                          2001          2001
                                                                    --------       -------
<S>                                                                 <C>            <C>
CURRENT ASSETS:
     Cash                                                           $  2,572       $ 1,057
                                                                    --------       -------
TOTAL ASSETS                                                        $  2,572       $ 1,057
                                                                    ========       =======

               - LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
     Accrued expenses                                               $  5,635       $   150
     Loan payable - shareholder (Note 3)                              13,500         7,500
                                                                    --------       -------
TOTAL CURRENT LIABILITIES                                             19,135         7,650
                                                                    --------       -------
COMMITMENTS AND CONTINGENCIES (Note 4)

SHAREHOLDERS' EQUITY (DEFICIT) (Note 4):
     Preferred stock, $.001 par value; 8,000,000
       shares authorized, none issue                                      --            --
     Common  stock,  $.001 par  value; 40,000,000
       shares  authorized,  3,000,000 shares issued
       and outstanding                                                 3,000         3,000
     Deficit accumulated during the development stage                (19,563)       (9,593)
                                                                    --------       -------
                                                                     (16,563)       (6,593)
                                                                    --------       -------
                                                                    $  2,572       $ 1,057
                                                                    ========       =======
</TABLE>

                             See accompanying notes


                                      F-3
<PAGE>


                                   HUNAPU INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                 Cumulative During the                          From Inception
                                  Development Stage           For The          (January 19, 2000)
                                 (January 19, 2000 to       Year Ended                 to
                                  December 31, 2001)     December 31, 2001     December 31, 2000
                                  ------------------     -----------------     -----------------
<S>                                   <C>                      <C>                  <C>
REVENUES                              $     --                $    --                $    --
                                      --------                -------                -------
COSTS AND EXPENSES:
     Filing fees                         2,145                    355                  1,790
     Professional fees                  11,500                  5,500                  6,000
     Other expenses                      5,033                  3,380                  1,653
     Interest expense                      885                    735                    150
                                      --------                -------                -------
                                        19,563                  9,970                  9,593
                                      --------                -------                -------
NET LOSS                              $(19,563)               $(9,970)               $(9,593)
                                      ========                =======                =======
</TABLE>


                             See accompanying notes


                                      F-4
<PAGE>

                                   HUNAPU INC.
                          (A Development Stage Company)
                   STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                          Common Shares        During the    Shareholders'
                                                     ---------------------     Development      Equity
                                                       Number       Amount       Stage         (Deficit)
                                                     ---------      ------      --------       --------
<S>                                                  <C>             <C>          <C>            <C>
At inception, January 19, 2000                              --      $   --      $     --       $     --

Issuance of common units                             3,000,000       3,000            --          3,000

Net loss for the period ended December 31, 2000             --          --        (9,593)        (9,593)
                                                     ---------      ------      --------       --------

Balance at December 31, 2000                         3,000,000       3,000        (9,593)        (6,593)

Net loss for the year ended December 31, 2001               --          --        (9,970)        (9,970)
                                                     ---------      ------      --------       --------

Balance at December 31, 2001                         3,000,000      $3,000      $(19,563)      $(16,563)
                                                     =========      ======      ========       ========
</TABLE>


                             See accompanying notes


                                      F-5
<PAGE>

                                   HUNAPU INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        Cumulative During the                          From Inception
                                                          Development Stage         For The          (January19, 2000)
                                                        (January 19, 2000 to       Year Ended                to
                                                         December 31, 2001)     December 31, 2001    December 31, 2000
                                                         ------------------     -----------------    -----------------
<S>                                                          <C>                      <C>                 <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                $(19,563)                $(9,970)            $ (9,593)
     Adjustment to reconcile net loss to net cash
      utilized by operating activities
       Increase in accrued expenses                             5,635                   5,485                  150
                                                             --------                 -------             --------
        Net cash utilized by operating activities             (13,928)                 (4,485)              (9,443)
                                                             --------                 -------             --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from officers' loans                             13,500                   6,000                7,500
     Sale of common units                                       3,000                      --                3,000
                                                             --------                 -------             --------
        Net cash provided by financing activities              16,500                   6,000               10,500
                                                             --------                 -------             --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                       2,572                   1,515                1,057

     Cash and cash equivalents at beginning of period              --                   1,057                   --
                                                             --------                 -------             --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  2,572                 $ 2,572             $  1,057
                                                             ========                 =======             ========
</TABLE>


                             See accompanying notes

                                      F-6

<PAGE>

                                   HUNAPU INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 1 - DESCRIPTION OF COMPANY:

         Hunapu Inc., ("the  Company"),  was organized in the state of Nevada on
         January 19, 2000. The Company was formed to serve as a vehicle to raise
         capital to  acquire a business  and is  currently  considered  a "blank
         check" company  inasmuch as the Company is not generating  revenues and
         does not own an operating business. The Company has no employees and no
         material assets.  Administrative  services are currently being provided
         by an entity controlled by an officer of the Company at no charge.  The
         Company's   efforts  to  date  have  been  limited  to   organizational
         activities.

         The Company is considered as being in the development  stage, since its
         inception,   in  accordance  with  Statement  of  Financial  Accounting
         Standards No. 7, and its year-end is December 31.

         As shown in the  financial  statements,  the Company has  incurred  net
         losses, has negative working capital and has an accumulated  deficit of
         $19,563 as of December  31, 2001.  It is  management's  assertion  that
         these  circumstances  may hinder the Company's ability to continue as a
         going concern.  The Company has completed an initial public offering of
         its securities (see Note 4 for additional information) and is currently
         seeking potential business opportunities.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         The Company's  accounting  policies are in accordance  with  accounting
         principles generally accepted in the United States of America. Outlined
         below are those policies considered particularly significant.

         (a) Use of Estimates:

         In  preparing  financial   statements  in  accordance  with  accounting
         principles   generally  accepted  in  the  United  States  of  America,
         management makes certain  estimates and assumptions,  where applicable,
         that  affect  the  reported  amounts  of  assets  and  liabilities  and
         disclosures  of contingent  assets and  liabilities  at the date of the
         financial  statements,  as well as the reported amounts of revenues and
         expenses during the reporting period. While actual results could differ
         from those  estimates,  management does not expect such  variances,  if
         any, to have a material effect on the financial statements.

         (b) Statements of Cash Flows:

         For purposes of the statements of cash flows the Company  considers all
         highly liquid investments  purchased with a remaining maturity of three
         months or less to be cash equivalents.


                                      F-7
<PAGE>

                                   HUNAPU INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 3 - LOAN PAYABLE - SHAREHOLDER:

         On August 30, 2000, the Company  borrowed  $7,500 from a shareholder of
         the Company.  As of December 31, 2000,  the Company had accrued $150 in
         interest charges,  which was unpaid. During the year ended December 31,
         2001 the Company received additional loans from this shareholder in the
         amount of $6,000.  These  additional loans also bear interest at 6% per
         annum  and  as of  December  31,  2001,  interest  accrued  and  unpaid
         aggregated $885. The due date of these loans,  which was originally one
         year from date of receipt,  have been extended to a date 19 months from
         November 9, 2001,  unless the Company is successful in  consummating  a
         business acquisition at an earlier date.

NOTE 4 - SHAREHOLDERS' EQUITY:

         During the period  ended  December  31,  2000,  the  Company  issued an
         aggregate  of 3,000,000  units at a price of $.001 per unit,  with each
         unit  consisting of one (1) share of common stock and  one-third  (1/3)
         Class A Redeemable Common Stock Purchase Warrant,  for cash proceeds of
         $3,000.  The  holder of 3 units is  entitled  to  exercise  one Class A
         Warrant to purchase one share of common stock at $5.00 per share.

         The Company's registration statement on Form SB-2 (No. 333-45774),  was
         declared  effective  by  the  Securities  and  Exchange  Commission  on
         November 9, 2001. The Company  registered  800,000 shares of its common
         stock. On February 14, 2002, the company  completed the sale of 600,000
         units  (each  unit  consisting  of one (1)  share of  common  stock and
         one-third (1/3) Class A Redeemable  Common Stock Purchase Warrant) at a
         per unit price of $.03 for gross proceeds of $18,000.


                                      F-8
<PAGE>


                                   Signatures

     In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the
29th day of March, 2002.

                                            HUNAPU INC.


                                            By: /s/ John C. Francis
                                               ------------------------------
                                               John C. Francis
                                               President and Treasurer


     In accordance with the requirements of the Exchange Act, this report has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:

Signature                           Title                        Date
---------                           -----                        ----
                                    President, Treasurer         March 29, 2002
/s/ John C. Francis
---------------------
John C. Francis                     (Principal Executive
                                    Officer and Chief
                                    Financial Officer) and
                                    Chairman of the Board


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