U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB

[X]  Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2000, or

[  ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange act of 1934 for the transition period from
to

                  Commission File No. 000-31605

                   BSP ACQUISITION CORPORATION
   (Name of Small Business Issuer as specified in its charter)

            Nevada                          87-0656949
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)

     8 East Broadway, Suite 620, Salt Lake City, Utah 84111
      (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:  801-532-7858

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

Securities registered under Section 12(g) of the Act:  common
stock, $.001 par value.

Check whether the issuer (1) filed all reports required to be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or 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.  Yes [ X ] No [  ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [ X ]

The Registrant's revenues for its most recent fiscal year:  $0

The aggregate market value of voting stock held by non-
affiliates:  $0

As of March 19, 2001, the Registrant had outstanding 1,000,000
shares of common stock, par value $0.001.

Documents incorporated by reference:  None.

<PAGE>
                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                            Page

Part I

1.   Description of Business                                         3

2.   Description of Property                                         7

3.   Legal Proceedings                                               7

4.   Submission of Matters to a Vote of Security Holders             7

Part II

5.   Market for Common Equity and Related Stockholder Matters        7

6.   Management's Discussion and Analysis and Plan of Operation      8

7.   Financial Statements                                            9

8.   Changes in and Disagreements with Accountants                   9
     on Accounting and Financial Disclosure

Part III

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

10.  Executive Compensation                                         10

11.  Security Ownership of Certain Beneficial Owners and Management 10

12.  Certain Relationships and Related Transactions                 11

13.  Exhibits and Reports on Form 8-K                               11

Signatures                                                          11

                            2
<PAGE>

FORWARD-LOOKING STATEMENT NOTICE

     When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors.  Such factors are
discussed under the headings "Item 1.  Description of Business,"
and "Item 6.  Management's Discussion and Analysis of Financial
Condition and Results of Operations," and also include general
economic factors and conditions that may directly or indirectly
impact the Company's financial condition or results of
operations.

                             PART I

ITEM 1.  DESCRIPTION OF BUSINESS

History

     BSP Acquisition Corporation (the "Company") was incorporated
on June 12, 2000 under the laws of the state of Nevada.  The
Company was established to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions.  The Company has been in the development stage
since its inception and has no operations to date other than
issuing shares to its original shareholders.

     The Company will attempt to locate and negotiate with a
business entity for the merger of that target company with the
Company or a combination through a stock exchange.  In certain
instances, the business combination may be effected through a
merger or stock exchange with a subsidiary of the Company or a
target company.  No assurances can be given that the Company will
be successful in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company
whose securities are qualified for trading in the United States
secondary market.

     The Company currently has no commitment or arrangement to
merge with or acquire a target company and cannot now predict
what type of business it may enter into or acquire.  It is
emphasized that the business objectives discussed herein are
extremely general and are not intended to be restrictive on the
discretion of the Company's management.

Selection of a Business

     The Company anticipates that businesses for possible
acquisition will be referred by various sources, including its
officers and directors, professional advisors, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.  The Company
will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its
officers and directors and their affiliates, as well as indirect
associations between them and other business and professional
people.  By relying on "word of mouth", the Company may be
limited in the number of potential acquisitions it can identify.
While it is not presently anticipated that the Company will
engage unaffiliated professional firms specializing in business
acquisitions or reorganizations, such firms may be retained if
management deems it in the best interest of the Company.

                                3
<PAGE>

     Compensation to a finder or business acquisition firm may
take various forms, including one-time cash payments, payments
based on a percentage of revenues or product sales volume,
payments involving issuance of securities (including those of the
Company), or any combination of these or other compensation
arrangements.  Consequently, the Company is currently unable to
predict the cost of utilizing such services.

     The Company will not restrict its search to any particular
business, industry, or geographical location, and management
reserves the right to evaluate and enter into any type of
business in any location.  The Company may participate in a newly
organized business venture or a more established company entering
a new phase of growth or in need of additional capital to
overcome existing financial problems.  Participation in a new
business venture entails greater risks since in many instances
management of such a venture will not have proved its ability,
the eventual market of such venture's product or services will
likely not be established, and the profitability of the venture
will be unproved and cannot be predicted accurately.  If the
Company participates in a more established firm with existing
financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to
eliminate or reverse the circumstances leading to such financial
problems.

     In seeking a business venture, the decision of management
will not be controlled by an attempt to capitalize on any
anticipated or perceived appeal of a specific industry,
management group, product, or industry, but will be based on the
business objective of seeking long-term capital appreciation in
the real value of the Company.

     The analysis of new businesses will be undertaken by or
under the supervision of the officers and directors.  In
analyzing prospective businesses, management will consider, to
the extent applicable, the available technical, financial, and
managerial resources; working capital and other prospects for the
future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of that management; the potential for
further research, development, or exploration; the potential for
growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trade
or service marks; name identification; and other relevant
factors.

     The decision to participate in a specific business may be
based on management's analysis of the quality of the other firm's
management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological
changes, and other factors which are difficult, if not
impossible, to analyze through any objective criteria.  It is
anticipated that the results of operations of a specific firm may
not necessarily be indicative of the potential for the future
because of the requirement to substantially shift marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.

     The Company will analyze all available factors and make a
determination based on a composite of available facts, without
reliance on any single factor.  The period within which the
Company may participate in a business cannot be predicted and
will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for
the Company to complete its investigation and analysis of
prospective businesses, the time required to prepare appropriate
documents and agreements providing for the Company's
participation, and other circumstances.

                                4
<PAGE>

Acquisition of a Business

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, or other reorganization with another corporation
or entity; joint venture; license; purchase and sale of assets;
or purchase and sale of stock, the exact nature of which cannot
now be predicted.  Notwithstanding the above, the Company does
not intend to participate in a business through the purchase of
minority stock positions.  On the consummation of a transaction,
it is likely that the present management and shareholders of the
Company will not be in control of the Company.  In addition, a
majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by
new directors without a vote of the Company's shareholders.

     In connection with the Company's acquisition of a business,
the present shareholders of the Company, including officers and
directors, may, as a negotiated element of the acquisition, sell
a portion or all of the Company's common stock held by them at a
significant premium over their original investment in the
Company.  It is not unusual for affiliates of the entity
participating in the reorganization to negotiate to purchase
shares held by the present shareholders in order to reduce the
number of "restricted securities" held by persons no longer
affiliated with the Company and thereby reduce the potential
adverse impact on the public market in the Company's common stock
that could result from substantial sales of such shares after the
restrictions no longer apply.  As a result of such sales,
affiliates of the entity participating in the business
reorganization with the Company would acquire a higher percentage
of equity ownership in the Company. Public investors will not
receive any portion of the premium that may be paid in the
foregoing circumstances.  Furthermore, the Company's shareholders
may not be afforded an opportunity to approve or consent to any
particular stock buy-out transaction.

     In the event sales of shares by present shareholders of the
Company, including officers and directors, is a negotiated
element of a future acquisition, a conflict of interest may arise
because directors will be negotiating for the acquisition on
behalf of the Company and for sale of their shares for their own
respective accounts.  Where a business opportunity is well suited
for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares
at a price which is unacceptable to them, management may not
sacrifice their financial interest for the Company to complete
the transaction.  Where the business opportunity is not well
suited, but the price offered management for their shares is
high, management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company.
Management has not adopted any policy for resolving the foregoing
potential conflicts, should they arise, and does not intend to
obtain an independent appraisal to determine whether any price
that may be offered for their shares is fair.  Stockholders must
rely, instead, on the obligation of management to fulfill its
fiduciary duty under state law to act in the best interests of
the Company and its stockholders.

     It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms
of such registration rights and the number of securities, if any,
which may be registered cannot be predicted, it may be expected
that registration of securities by the Company in these
circumstances would entail substantial expense to the Company.
The issuance of substantial additional securities and their
potential sale into any trading market that may develop in the
Company's securities may have a depressive effect on such market.

     While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
structure the acquisition as a so-called "tax-free" event under
sections 351 or 368(a) of the Internal Revenue Code of

                                5
<PAGE>

1986, (the "Code").  In order to obtain tax-free treatment under
section 351 of the Code, it would be necessary for the owners of
the acquired business to own 80% or more of the voting stock of
the surviving entity.  In such event, the shareholders of the
Company would retain less than 20% of the issued and outstanding
shares of the surviving entity.  Section 368(a)(1) of the Code
provides for tax-free treatment of certain business
reorganizations between corporate entities where one corporation
is merged with or acquires the securities or assets of another
corporation.  Generally, the Company will be the acquiring
corporation in such a business reorganization, and the tax-free
status of the transaction will not depend on the issuance of any
specific amount of the Company's voting securities.  It is not
uncommon, however, that as a negotiated element of a transaction
completed in reliance on section 368, the acquiring corporation
issue securities in such an amount that the shareholders of the
acquired corporation hold 50% or more of the voting stock of the
surviving entity.  Consequently, there is a substantial
possibility that the shareholders of the Company immediately
prior to the transaction would retain less than 50% of the issued
and outstanding shares of the surviving entity.  Therefore,
regardless of the form of the business acquisition, it may be
anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their
percentage of ownership in the Company.

     Notwithstanding the fact that the Company is technically the
acquiring entity in the foregoing circumstances, generally
accepted accounting principles ordinarily require that such a
transaction be accounted for as if the Company had been acquired
by the other entity owning the business and, therefore, will not
permit a write-up in the carrying value of the assets of the
other company.

     The manner in which the Company participates in a business
will depend on the nature of the business, the respective needs
and desires of the Company and other parties, the management of
the business, and the relative negotiating strength of the
Company and such other management.

     The Company will participate in a business only after the
negotiation and execution of appropriate written agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require specific representations
and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and
the conditions which must be satisfied by each of the parties
prior to such closing, will outline the manner of bearing costs
if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms.

Operation of Business After Acquisition

     The Company's operation following its acquisition of a
business is dependent on the nature of the business and the
interest acquired.  The Company's present management may or may
not have experience in the nature of the acquired business and is
unable to predict whether the Company will be in control of the
acquired business or whether the acquired business will be in
control of the Company.  It may be additionally expected that the
acquired business will present and be subject to various risks
like governmental regulation, competition and other risks that
cannot be predicted at the present time.

Governmental Regulation

     It is impossible to predict the government regulation, if
any, to which the Company may be subject until it has acquired an
interest in a business.  The use of assets and/or conduct of
businesses that the Company may acquire could subject it to
environmental, public health and safety, land use, trade, or
other governmental regulations and state or local taxation.  In
selecting a business in which to acquire an interest, management
will endeavor to ascertain, to the extent of the limited
resources of the Company, the effects of such government
regulation on the prospective business of the Company.  In
certain circumstances, however, such as the acquisition of an
interest in a new or start-up business activity, it may not be
possible to predict with any degree of accuracy the impact of
government regulation.  The inability

                                6
<PAGE>

to ascertain the effect of government regulation on a prospective
business activity will make the acquisition of an interest in
such business a higher risk.

Competition

     The Company will be involved in intense competition with
other business entities, many of which will have a competitive
edge over the Company by virtue of their stronger financial
resources and prior experience in business.  There is no
assurance that the Company will be successful in obtaining
suitable investments.

Employees

     The Company is a development stage company and currently has
no employees.  The Executive officer will devote only such time
to the affairs of the Company as she deems appropriate, which is
estimated to be approximately 20 hours per month.  Management of
the Company expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to
engage any full-time employees so long as it is seeking and
evaluating businesses.  The need for employees and their
availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business
industry.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company has no properties and at this time has no
agreements to acquire any properties.  The Company currently uses
the offices of the Company's shareholders at no cost to the
Company.  The shareholders have agreed to continue this
arrangement until the Company completes an acquisition or merger.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is not a party to any legal proceedings, and to
the best of its knowledge, no such proceedings by or against the
Company have been threatened.

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

     No matter was submitted to a shareholder vote for the fourth
the quarter of the 2000 fiscal year.

                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There has not been a public trading market for the Company's
common stock since the Company's inception, nor is there any
assurance that a trading market for the common stock will be
established in the future.

     At December 31, 2000, there are 4 holders of the Company's
1,000,000 shares of issued and outstanding common stock, $0.001
par value.  All outstanding shares are restricted.

     The Company has never declared a dividend on its Common
Stock.  The Company has not paid, nor declared, any dividends
since its inception and does not intend to declare any such
dividends in the foreseeable future. The Company's ability to pay
dividends is subject to limitations imposed by Nevada

                                7
<PAGE>

law.  Under Nevada law, dividends may be paid to the extent that
the corporation's assets exceed its liabilities and it is able to
pay its debts as they become due in the usual course of business.

Recent Sales of Unregistered Securities.

     The following is a detailed list of securities sold within
the past three years without registering under the Securities
Act.

     In June 2000, the Company (in connection with its formation)
issued 1,000,000 shares of restricted common stock to the
following persons and entities in exchange for a total of $4,000
in cash.  The shares were issued in a private transaction, not
involving any public solicitation or commissions, and without
registration in reliance on the exemption provided by Section
4(2) of the Securities Act.

Name                          Shares Issued    Consideration Paid

Cletha A. Walstrand               250,000              $1,000

MRF Investment & Consulting, LLC  250,000              $1,000

JEC Holdings, Inc.                250,000              $1,000

Capital Consulting, Inc.          250,000              $1,000

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

Year Ended December 31, 2000

     The Company had no revenue from continuing operations for
the year ended December 31, 2000.

     The Company had general and administrative expenses of
$1,946 for the year ended December 31, 2000, which consisted of
general corporate administration, legal and professional
expenses, and accounting and auditing costs.

     As a result of the foregoing factors, the Company realized a
net loss of $1,946 for the year ended December 31, 2000.

Liquidity and Capital Resources

     At December 31, 2000, the Company had $2,554 in cash and
$500 in accounts payable giving the Company a working capital of
$2,054.

     Management believes that the Company has sufficient cash to
meet its operational needs for the next twelve months.  However,
there can be no assurances to that effect, as the Company has no
operations creating significant revenues, and the Company's need
for capital may change dramatically if it acquires an interest in
a business opportunity during that period.

     The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) search for potential businesses, products, technologies
and companies for acquisition.  At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no
assurance that the Company will identify a business venture
suitable for acquisition in the future.  Further, there can be no
assurance that the Company

                                8
<PAGE>

would be successful in consummating any acquisition on favorable
terms or that it will be able to profitably manage any business
venture it acquires.

ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1

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

     None.

                            PART III

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

Directors and Officers

     The following table sets forth the name, age, and position
of each officer and director of the Company.

Name                  Age    Positions                Since

Cletha A. Walstrand   43   President, Secretary,    June 2000
                            Treasurer & Director


     All directors hold office until the next annual meeting of
stockholders or until their successors are duly elected and
qualified.  Officers serve at the discretion of the Board of
Directors.

     The following is information on the business experience of
each director and officer.

     Cletha A. Walstrand, Director, President, Secretary &
Treasurer.  Ms. Walstrand is a lawyer engaged in the private
practice of law in Salt Lake City, Utah, as a partner in the law
firm of Lehman Walstrand & Associates L.L.C., of which she was a
founding member in June 2000.  Prior to June 2000, Ms. Walstrand
has been engaged in the private practice of law for the past four
years.

     Other Reporting Company Activities.  Ms. Walstrand is
currently an officer and director of the following reporting
companies, all of which are seeking business acquisitions:
Fancard Acquisition Corporation, Marmar Acquisition Corporation
and Melaq Acquisition Corporation.  The possibility exists that
Ms. Walstrand could become an officer and/or director of other
reporting companies in the future, although she has no intention
of doing so at the present time.  Certain conflicts of interest
are inherent in the participation of the Company's officer and
director as management in other reporting companies, which may be
difficult, if not impossible, to resolve in all cases in the best
interests of the Company.  Failure by management to conduct the
Company's business in its best interests may result in liability
of management of the Company to the shareholders.

                                9
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     The Company's officer and director does not receive any
compensation for her services rendered to the Company, has not
received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company.  The
officer and director of the Company will not receive any finder's
fee from the Company as a result of her efforts to implement the
Company's business plan outlined herein.  However, the officer
and director of the Company anticipates receiving benefits as a
beneficial shareholder of the Company.

     No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of March 19, 2001, the
number and percentage of the 1,000,000 shares of outstanding
common stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is
currently a director of the Company, (ii) each executive officer,
(iii) all current directors and executive officers of the Company
as a group and (iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the
outstanding common stock.  Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to
community property laws where applicable.

Title of   Name and Address of   Amount and Nature of
Class       Beneficial Owner     Beneficial Ownership     Percentage of Class

Common    Mark E. Lehman (1)              250,000             25%
          8 E. Broadway, Ste. 620
          Salt Lake City, UT 84111

Common    Cletha A. Walstrand (2)         250,000             25%
          8 E. Broadway, Ste. 620
          Salt Lake City, UT 84111

Common    John Chymboryk (3)              250,000             25%
          5882 South 900 East, Ste. 202
          Salt Lake City, UT  84121

Common    Kip Eardley (4)                 250,000             25%
          5882 South 900 East, Ste. 202
          Salt Lake City, UT  84121

Common    Total Officers and
          Directors (1 person)            250,000             25%

(1)  Held of record by MRF Investment & Consulting, LLC, of which
Mr. Lehman is the sole owner.

(2)  Officer and/or Director

(3)  Held of record by JEC Holdings, Inc., of which Mr. Chymboryk
is the sole owner.
                               10
<PAGE>

(4)  Held of record by Capital Consulting, Inc., of which Mr.
Eardley is the sole owner.

     There are no contracts or other arrangements that could
result in a change of control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Two of the Company's shareholders, Cletha Walstrand and Mark
Lehman, provide office space at no cost to the Company.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits.

     None.

Form 8-K Filings.

     No reports on Form 8-K were filed for the fourth quarter
year ended December 31, 2000.

SIGNATURES

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

                                   BSP ACQUISITION CORPORATION
Date:  March 19, 2001
                                  /s/Cletha A. Walstrand
                                     President, Secretary & Treasurer

     In accordance with 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.

March 19, 2001                  /s/ Cletha A. Walstrand, Director

                               11
<PAGE>

                            PART F/S

                   BSP ACQUISITION CORPORATION
                  [A Development Stage Company]




                              INDEX

                                                                  PAGE

 -  Independent Auditors' Report                                   F-2


 -  Balance Sheet, December 31, 2000                               F-3


 -  Statement of Operations, for the period from inception
     on June 12, 2000 through December 31, 2000                    F-4


 -  Statement of Stockholders' Equity, for the period
     from inception on June 12, 2000 through December 31, 2000     F-5


 -  Statement of Cash Flows, for the period from inception
     on June 12, 2000 through December 31, 2000                    F-6


 -  Notes to Financial Statements                                  F-7

                               F-1
<PAGE>
                  INDEPENDENT AUDITORS' REPORT



Board of Directors
BSP ACQUISITION CORPORATION
Salt Lake City, Utah

We have audited the accompanying balance sheet of BSP Acquisition
Corporation [a development stage company] at December 31, 2000
and the related statements of operations, stockholders' equity
and cash flows for the period from inception on June 12, 2000
through 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 audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements audited by us present
fairly, in all material respects, the financial position of BSP
Acquisition Corporation [a development stage company] as of
December 31, 2000 and the results of its operations and its cash
flows for the period from inception on June 12, 2000 through
December 31, 2000 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming
that BSP Acquisition Corporation will continue as a going
concern.  As discussed in Note 5 to the financial statements, BSP
Acquisition Corporation was only recently formed and has not yet
been successful in establishing profitable operations, raising
substantial doubt about its ability to continue as a going
concern.  Management's plans in regards to these matters are also
described in Note 5.  The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.


PRITCHETT, SILER & HARDY, P.C.

February 28, 2001
Salt Lake City, Utah
                               F-2
<PAGE>

                   BSP ACQUISITION CORPORATION
                  [A Development Stage Company]

                          BALANCE SHEET


                             ASSETS


                                                      December 31,
                                                          2000
                                                      ___________
CURRENT ASSETS:
  Cash in bank                                         $    2,554
                                                      ___________
        Total Current Assets                                2,554
                                                      ___________
                                                       $    2,554
                                                     ____________


              LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                     $      500
                                                      ___________
        Total Current Liabilities                             500
                                                      ___________

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
   10,000,000 shares authorized,
   no shares issued and outstanding                             -
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   1,000,000 shares issued and
   outstanding                                              1,000
  Capital in excess of par value                            3,000
  Deficit accumulated during the
    development stage                                      (1,946)
                                                      ___________
        Total Stockholders' Equity                          2,054
                                                      ___________
                                                       $    2,554
                                                     ____________

  The accompanying notes are an integral part of this financial
                           statement.

                               F-3
<PAGE>
                   BSP ACQUISITION CORPORATION
                  [A Development Stage Company]


                     STATEMENT OF OPERATIONS



                                                    From Inception
                                                      on June 12,
                                                      2000 Through
                                                       December 31,
                                                           2000
                                                       __________

REVENUE                                                  $      -

EXPENSES:
  General and Administrative                               (1,946)
                                                       __________
LOSS BEFORE INCOME TAXES                                   (1,946)

CURRENT TAX EXPENSE                                             -

DEFERRED TAX EXPENSE                                            -
                                                       __________

NET LOSS                                                 $ (1,946)
                                                       ___________

LOSS PER COMMON SHARE                                    $   (.00)
                                                       ___________

  The accompanying notes are an integral part of this financial
                           statement.

                               F-4
<PAGE>
                   BSP ACQUISITION CORPORATION
                  [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY

           FROM THE DATE OF INCEPTION ON JUNE 12, 2000

                    THROUGH DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                                                                  Deficit
                                                                                  Accumulated
                                  Preferred Stock     Common Stock     Capital in During the
                                  _________________________________    Excess of  Development
                                 Shares    Amount    Shares    Amount  Par Value  Stage
<S>                                   <C> <C>       <C>        <C>     <C>       <C>
BALANCE, June 12, 2000                -   $     -           -  $     - $     -   $      -

Issuance of 1,000,000
  shares common stock for
  cash at $.004 per share,
  June 30, 2000                       -         -    1,000,000   1,000   3,000          -

Net loss for the period ended
  December 31, 2000                   -         -            -       -       -     (1,946)

BALANCE, December 31, 2000            -   $     -    1,000,000 $ 1,000  $3,000   $ (1,946)
</TABLE>



  The accompanying notes are an integral part of this financial
                           statement.

                               F-5
<PAGE>
                   BSP ACQUISITION CORPORATION
                  [A Development Stage Company]

                     STATEMENT OF CASH FLOWS

                 NET INCREASE (DECREASE) IN CASH
                                                        From Inception
                                                          on June 12,
                                                         2000 Through
                                                          December 31,
                                                              2000
                                                           __________

Cash Flows Provided by Operating Activities:
 Net loss                                                 $   (1,946)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Changes in assets and liabilities:
    Increase (decrease) in accounts payable                      500
                                                           __________
     Net Cash Provided (Used) by Operating Activities         (1,446)
                                                           __________
Cash Flows Provided by Investing Activities                        -
                                                           __________
  Net Cash Provided by Investing Activities                        -
                                                           __________
Cash Flows Provided by Financing Activities:

 Proceeds from issuance of common stock                        4,000
                                                           __________

  Net Cash Provided by Financing Activities                    4,000
                                                           __________
Net Increase in Cash                                           2,554

Cash at Beginning of Period                                        -
                                                           __________
Cash at End of Period                                    $     2,554
                                                          ___________

Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
   Interest                                              $         -
   Income taxes                                          $         -

Supplemental Schedule of Noncash Investing and Financing
Activities:

  For the period ended December 31, 2000:
     None.


  The accompanying notes are an integral part of this financial
                           statement.

                               F-6
<PAGE>

BSP ACQUISITION CORPORATION
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - BSP Acquisition Corporation (the Company) was
  organized under the laws of the State of Nevada on June 12, 2000.
  The Company has not commenced planned principal operations and is
  considered a development stage company as defined in SFAS No. 7.
  The Company is seeking potential business ventures.  The Company
  has, at the present time, not paid any dividends and any
  dividends that may be paid in the future will depend upon the
  financial requirements of the Company and other relevant factors.

  Organization Costs - Organization costs, which reflect amounts
  expended to organize the Company, amounted to $646 and were
  expensed during the period ended December 31, 2000.

  Loss Per Share - The computation of loss per share is based on
  the weighted average number of shares outstanding during the
  period presented in accordance with Statement of Financial
  Accounting Standards No. 128, "Earnings Per Share".  [See Note 6]

  Cash and Cash Equivalents - For purposes of the statement of cash
  flows, the Company considers all highly liquid debt investments
  purchased with a maturity of three months or less to be cash
  equivalents.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management to make estimates and assumptions that affect the
  reported amounts of assets and liabilities, the disclosures of
  contingent assets and liabilities at the date of the financial
  statements, and the reported amount of revenues and expenses
  during the reported period.  Actual results could differ from
  those estimated.

  Recently Enacted Accounting Standards - Statement of Financial
  Accounting Standards (SFAS) No. 136, "Transfers of Assets to a
  not for profit organization or charitable trust that raises or
  holds contributions for others", SFAS No. 137, "Accounting for
  Derivative Instruments and Hedging Activities - deferral of the
  effective date of FASB Statement No. 133 (an amendment of FASB
  Statement No. 133.),", SFAS No. 138 "Accounting for Certain
  Derivative Instruments and Certain Hedging Activities - and
  Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS No.
  53 and Amendment to SFAS No 63, 89 and 21", and SFAS No. 140,
  "Accounting to Transfer and Servicing of Financial Assets and
  Extinguishment of Liabilities", were recently issued SFAS No.
  136, 137, 138, 139 and 140 have no current applicability to the
  Company or their effect on the financial statements would not
  have been significant.

NOTE 2 - CAPITAL STOCK

  Preferred Stock - The Company has authorized 10,000,000 shares of
  preferred stock, $.001 par value, with such rights, preferences
  and designations and to be issued  in such series as determined
  by the Board of Directors. No shares are issued and outstanding
  at December 31, 2000.

  Common Stock - The Company has authorized 50,000,000 shares of
  common stock with a par value of $.001.  During June 2000, in
  connection with its organization, the Company issued 1,000,000
  shares of its previously authorized, but unissued common stock.
  The shares were issued for cash of $4,000 (or $.004 per share).

                               F-7
  <PAGE>
                   BSP ACQUISITION CORPORATION
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INCOME TAXES

  The Company accounts for income taxes in accordance with
  Statement of Financial Accounting Standards No. 109 "Accounting
  for Income Taxes".  FASB 109 requires the Company to provide a
  net deferred tax asset/liability equal to the expected future tax
  benefit/expense of temporary reporting differences between book
  and tax accounting methods and any available operating loss or
  tax credit carryforwards.

  The Company has available at December 31, 2000, unused operating
  loss carryforwards of approximately $1,900 which may be applied
  against future taxable income and which expires in 2020.  The
  amount of and ultimate realization of the benefits from the
  operating loss carryforwards for income tax purposes is
  dependent, in part, upon the tax laws in effect, the future
  earnings of the Company, and other future events, the effects of
  which cannot be determined.  Because of the uncertainty
  surrounding the realization of the loss carryforwards the Company
  has established a valuation allowance equal to the amount of the
  loss carryforwards and, therefore, no deferred tax asset has been
  recognized for the loss carryforwards.  The net deferred tax
  asset is approximately $600 as of December 31, 2000, with an
  offsetting valuation allowance at year end of the same amount
  resulting in a change in the valuation allowance of approximately
  $600 during 2000.


NOTE 4 - RELATED PARTY TRANSACTIONS

  Management Compensation - As of December 31, 2000, the Company
  has not paid any compensation to any officer or director of the
  Company.

  Office Space - The Company has not had a need to rent office
  space.  An officer/shareholder of the Company is allowing the
  Company to use his/her offices as a mailing address, as needed,
  at no expense to the Company.

NOTE 5 - GOING CONCERN

  The accompanying financial statements have been prepared in
  conformity with generally accepted accounting principles, which
  contemplate continuation of the Company as a going concern.
  However, the Company was only recently formed and has not yet
  been successful in establishing profitable operations. These
  factors raise substantial doubt about the ability of the Company
  to continue as a going concern.  In this regard, management is
  proposing to raise any necessary additional funds not provided by
  operations through loans or through additional sales of its
  common stock.  There is no assurance that the Company will be
  successful in raising this additional capital or achieving
  profitable operations.  The financial statements do not include
  any adjustments that might result from the outcome of these
  uncertainties.

                               F-8
  <PAGE>

                   BSP ACQUISITION CORPORATION
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 6 - LOSS PER SHARE

  The following data shows the amounts used in computing loss per
  share:


                                                     From Inception
                                                       on June 12,
                                                       2000 Through
                                                       December 31,
                                                           2000
                                                        __________

    Loss from continuing operations
    available to common shareholders
    (numerator)                                        $   (1,946)
                                                       ___________
    Weighted average number of
    common shares outstanding used
    in loss per share for the period
    (denominator)                                       1,000,000
                                                       ___________
  Dilutive loss per share was not presented, as the Company had no
  common stock equivalent shares for all periods presented that
  would affect the computation of diluted loss per share.

                               F-9
  <PAGE>