U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended August 31, 2001.

[ ] Transition  report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 For the transition period from ------------ to ------------.

        Commission file number:  333-46682


                               K-1 Builders, Inc.
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)



           Nevada                                        87-0659918
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                 198 Union Blvd. Suite #200, Lakewood, CO 80228
                   ------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (801) 420-6400
                             ----------------------
                           (Issuer's telephone number)


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

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value.

Indicate  by check  mark  whether  the  Registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___.




<PAGE>



Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  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 .

At August 31,  2001,  the  aggregate  market value of all shares of voting stock
held by non-affiliates  was $3,000.  In determining this figure,  the Registrant
has assumed that all  directors  and  executive  officers are  affiliates.  Such
assumption shall not be deemed  conclusive for any other purpose.  The number of
shares outstanding of each class of the Registrant's  common stock, as of August
31, 2001,  was as follows:  Common Stock $.001 par value,  3,450,000  shares and
Preferred Stock $.0001 par value, no shares issued.

Total revenues for fiscal year ended August 31, 2001: $0

At August  31,  2001,  the  number of shares  of common  stock  outstanding  was
3,450,000.

Transitional Small Business Disclosure Format (check one): Yes   ; No X
                                                              ---    ---































<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Company History

        The  Company was  incorporated  under the laws of the state of Nevada on
August 22, 2000 as K-1 Builders,  Inc. The Company was formed to further develop
and market building  construction  services for expanding companies.  Management
believes  the  Company's  services  are less  expensive  and faster than current
competitors.

        As of August 31, 2001, K-1 Builders, Inc. has commenced limited business
operations,   but  has  worked  mostly  on  organizational   and  administrative
functions.

Business of the Company

        The nature of the Company's business is to seek out major U.S. companies
that are  expanding  their  business  operations  and are in need of real estate
development  and  construction  services  to help  them  grow  and  expand.  K-1
Builders,  Inc. is offering  these  services to growing  companies  based on the
background and experience of its officers and directors and key  consultants who
have spent  several  years  working in this  field.  The Company  maintains  its
principal  place of  business  at its  office at 198  Union  Blvd.  Suite  #200,
Lakewood, CO 80228.

        The Company was formed to address what  management  believes is an unmet
demand for a single  entity  with the ability to provide an  extensive  array of
commercial real estate development and facility expansion services to major U.S.
and  multinational  corporations.  Management  believes that the growing need of
large corporations to establish facilities  throughout the United States and the
world  from which to expand  into the  global  economy  has  created  demand for
employee housing,  ex-patriot compounds,  office space, and 18 manufacturing and
related  production  facilities.  We believe  as a Company we have  development,
construction and management capabilities that can be used on a world-wide basis,
and that we can offer these services on an attractive cost effective basis.

        The Company does not have any  significant  assets.  K-1 Builders,  Inc.
believes that they will be able to provide  marketable  services based solely on
the skill,  experience and contacts of the  individuals  who are affiliated with
the Company.  At the present time the Company has no employees and is relying on
the  officers  and  directors  of the  company to develop the  business  without
current salaries due to K-1 Builder, Inc. being in a start-up development stage.

        It is  anticipated  that the first  projects  will involve  provision of
development  services to companies  who will  themselves  fund the  acquisition,
development and construction of the real estate facilities they require.

        No  assurances  can be given  that the  Company  will be  successful  in
locating or reaching  agreements with businesses  willing to engage the services
to develop,  build or manage real estate  projects,  or that the Company will be
able to find  financing  sources  sufficient  to  permit  the  building  of such
projects themselves.


<PAGE>



        The Company  plans to give any and all bid  proposals  out at no cost to
the Company on a speculative  basis. Any potential  project  forthcoming will be
based on a periodic draw basis to cover needed working capital.

        As a start-up, development stage company, K-1 Builders, Inc. to date has
undertaken  sales efforts to achieve short term, local projects since inception.
This is due to the  minimal  start-up  working  capital,  which has  created the
likely inability to continue as a going concern,  absent a substantial  infusion
of capital through the sale of additional securities.

        The Company believes as a result of management and key consultant's long
term  employment,  as real  property  development  professionals,  and  with the
Company's  management having formed friendships and associations with experts in
many of the areas in which K-1  Builders,  Inc.  seeks to  provide  real  estate
related  services to large national and  international  corporations  seeking to
build a variety of physical facilities worldwide,  that these relationships will
permit  K-1  Builders,   Inc.  to  obtain  business  income  through  consulting
agreements,  joint venture agreements,  subcontracts,  and other  opportunities,
from  persons  and  organizations  who will be willing to retain the Company for
servicing their needs and custom  requirements  wherever they may occur. We hope
that  these past and  present  relationships,  coupled  with the skill of inside
management,  will help to establish K-1 Builders,  Inc. as a leader in the field
of large-scale development and facility expansion services.

        The Company's Development and Construction Services business is intended
to include site  acquisition  services,  procurement  of approvals  and permits,
design and engineering coordination, construction bidding and management, tenant
finish coordination, general contracting and complete project advisory services.
These services are fee based for third party clients.

        It is anticipated that  approximately 90% of the Company's  projects and
clients will come from  opportunities  in other locations other than Utah, where
the Company's  executive offices are located.  The company is currently focusing
on potential  projects  with 19 former  associates  and former  clients who have
expressed a potential  interest to work on a contract basis to build projects in
several locations throughout the United States. At this time, however, there are
no assurances that any potential projects will come to fruition.

        K-1 Builders,  Inc. believes the broad geographic  service area that the
management team and key consultants have worked in with former relationships and
associations will lead to valuable business  opportunities of labor,  design and
construction.

        Members  of  the  Company's   management   and  key   consultants   have
successfully developed properties in many segments of the commercial real estate
industry.  It is believed that the  experience  and skill of its  management may
permit it to operate in the large-scale  development  services  industry despite
the fact that the Company does not currently  have assets with which to fund any
portion of a business  plan,  except the  offering  of real  estate  development
services, through existing management.





<PAGE>



Marketing and Advertising

        K-1  Builders,  Inc.  intends to market its  services  through  personal
contact by members of Management  with persons and  organizations  known to have
real property  expansion  needs.  The Company believes the most effective way to
identify  and target  potential  clients is by personal  contact of past working
relationships and then working through those circles of influence. The next area
of marketing the Company's  services is through secondary service providers such
as  planners,  architects,  commercial  real estate  agents,  mortgage  bankers,
investor groups and community service groups. The industries or project types in
which this company has  particular  expertise is in commercial  and  residential
development and master-planned community development.

        K-1 Builders,  Inc. has already been  approached by a few  landowners to
assist them in feasibility studies and joint development of properties.  Most of
these  potential  business  opportunities  have come by way of key  consultant's
contacts developed prior to their association with the Company,  while they were
engaged in commercial real estate development,  architecture,  construction, and
engineering  while  employed  by others.  Some of the  Company's  contacts  have
evolved  from  the   involvement  of  management   and   consultants  in  civic,
philanthropic and professional associations.  Specifically, they have approached
developers  who have pending plans for the  construction  of facilities in Utah,
Texas,  Arizona, and California with a view to participating in the planning and
construction of the facilities either on a contract basis, or as a joint venture
if funding can be developed. As of this date, there is still no assurance that a
final  development  contract for the Company in any of these potential  projects
will  be  forthcoming.  Other  than  having  many  preliminary  discussions  and
investigative conferences the company has not entered into negotiations,  bid on
specific projects, or otherwise come into a contractual  relationship  regarding
any potential development projects.

Competition

        The  strong  U.S.  economy  over the  past  few  years  has  created  an
atmosphere of business growth and expansion.  Along with this growth has come an
increase in  development  opportunity  seekers  looking to secure large projects
with large revenue potential.  K-1 Builders,  Inc's  competitors,  and potential
competitors  have greater  financial and marketing  resources  than the Company.
Also,  there can be no assurance  that the Company will not encounter  increased
competition  in the future which could limit its ability to establish,  maintain
or  increase  any market  share,  which  could  adversely  affect the  Company's
financial results in the near or distant future.  There can be no assurance that
a continual  increase in  competition  will not be severely  detrimental  to the
Company's viability and longevity.

        There are many well established,  large  corporations  which have vastly
greater financial and personnel  resources.  In view of the Company's  extremely
limited  financial  resources and limited  number of management  personnel,  the
Company will be at a competitive disadvantage compared to its competitors.

        Competition in the real estate development business is based on scope of
services provided, fees charged and results achieved. Some of the competitors in
this  area  have  been  in  business  longer,  have  more  established  business
relationships and have large dedicated research staffs which this


<PAGE>



Company  does not  have.  However,  the  Company  believes  that the  knowledge,
experience and historical  achievements of management  personnel over many years
allow the Company to find suitable business opportunities.

        K-1  Builders,  Inc.  believes the greatest  competitive  advantage  any
business has, is created by building  trust and confidence  established  through
good,  quality working  relationships.  All businesses rely on relationships and
alliances to build on. K-1 Builders,  Inc.'s management and key consultants have
established  good working  relationships to build on through their past business
experiences

        According to the National Real Estate  Investor  Association the largest
Real Estate  Developers in the United  States,  based on total square feet under
development in North America are as follows:

       o       Gerald Hines Corporation in Houston, Texas
       o       Trammel Crow Corporation in Dallas, Texas
       o       Morrison Knudsen in Boise, Idaho
       o       Opus Group in Minnetonka, Minnesota
       o       Westcor Partners in Phoenix Arizona
       o       Carter-Oncor in Atlanta Georgia
       o       Zeckendorf Corp. in New York, New York
       o       Homart Company in Chicago, Illinois

Research and Development

        As a  start-up  business  with  extremely  limited  financial  and human
resources,  K-1 Builder's has not spent time establishing  significant  research
and development activities since inception,  except for personal  investigations
into potential business opportunities.

Government Approvals

        The  Company  must obtain  certain  government  approvals  and meet many
licensing requirements in order to provide the services it offers in many States
and foreign countries. K-1 Builders, Inc. believes their existing management and
project  affiliates  will be able to meet the  licensing  and  project  approval
requirements in most states. Mr. John Chris Kirch, the Company  President,  will
act as the interface with the appropriate oversight bodies regarding regulations
to  maintain  compliance.  His  experience  in  the  Construction  Industry  has
familiarized  him with DOC, DOE, OSHA,  HHS, DOI and 21 DOL  regulations and the
requirements of the Uniform Building Code adopted by many states. Most approvals
are granted pursuant to evaluation criteria which are generally consistent among
the majority of states. Though the Company's management and key consultants have
many years of experience in dealing with local, state, federal and international
government  regulations and approval  processes,  no assurance can be given that
the Company's  experience and financial  capabilities will be sufficient to meet
the requirements of the jurisdictions in which they intend to operate.




<PAGE>



Effects of Governmental Regulations

        The  construction  and  development  industry is highly  regulated.  The
Company is required  to comply  with a variety of federal,  state and local laws
relating to building activities, the building materials used, and the designs of
the construction  projects.  These  requirements  vary widely,  depending on the
location.  While it is believed  the Company  will be able to remain in material
compliance  with all such laws, if it should be  determined  that the Company is
not in compliance  with the law, the Company  could become  subject to cease and
desist orders, injunctive proceedings, civil fines and other penalties.

Compliance with Environmental Laws

        In connection  with any development  and  construction  project that are
pursued,  there will be various federal,  state, local and foreign environmental
laws,  ordinances and  regulations  that must be strictly  adhered to. Such laws
often impose liability  without regard to whether the owner or operator knew of,
or was  responsible  for the  environmental  damages.  The Company could be held
liable in part or in whole for the cost of remedial  action with  respect to any
such  environmental  infractions  and claims  related  to them.  There can be no
assurance that federal,  state and local agencies or private plaintiffs will not
bring such actions in the future, or that such actions,  if adversely  resolved,
would not have a material  adverse effect on the Company's  business and results
of operations.

Employees

        Currently,  K-1 Builders,  Inc. has no employees aside from officers and
directors who work on a part time,  as needed basis with no commitment  for full
time employment. All of the Company's key consultants support K-1 Builders, Inc.
on a consulting basis. The Company does not foresee hiring any further employees
until revenues and operations warrant the addition of employees.

ITEM 2.  DESCRIPTION OF PROPERTY

        The  Company has no  properties  and at this time has no  agreements  to
acquire any properties.

         K-1  Builders,  Inc.  originally  had its  offices  located at 3945 So.
Wasatch  Blvd.  #282,  Holladay,  UT  84124,  in order to  significantly  reduce
overhead  costs while the company is  experiencing  current  start-up  financial
challenges  which office space was donated by a shareholder of the Company.  The
Company  has  recently  changed  its  address  to 198 Union  Blvd.  Suite  #200,
Lakewood, CO 80228.

ITEM 3.  LEGAL PROCEEDINGS

        No material legal  proceedings to which the Company (or its director and
officer in his capacity as such) is party or to which property of the Company is
subject is pending and no such material proceeding is known by management of the
Company to be contemplated.




<PAGE>



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

        None.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

        At present,  the Company's shares are not traded  publicly.  There is no
assurance that a trading market will develop, or, if developed,  that it will be
sustained. A purchaser of shares may, therefore, find it difficult to resell the
securities  offered  herein  should he or she desire to do so when  eligible for
public resales. Furthermore, the shares are not marginal and it is unlikely that
a lending  institution would accept the shares as collateral for a loan. Holders
of common stock are entitled to receive such dividends as may be declared by the
Company's Board of Directors. No dividends on the common stock have been paid by
the Company,  nor does the Company anticipate that dividends will be paid in the
foreseeable future.

        On August 28, 2000,  the Company  issued  900,000 shares of common stock
for cash and  services to the current  President  and  Secretary-Treasurer.  The
shares were issued at $.05 per share.

        On February  12, 2001,  the Company  issued  1,000,000  shares of common
stock for cash to 52 different people. The shares were issued at $.05 per share.

        Also on February 12, 2001,  Mr.  Howard Abrams and Mr.  Matthew  Foulger
converted  their  $20,000  advance to the Company into 400,000  shares of common
stock. The shares were issued at $.05 per share.

        On July 1, 2001,  the Company  enacted a 2:3  forward  stock split which
caused   1,150,000   shares  of  common  stock  to  be  issued  to  its  current
shareholders.

        On July 1, 2001,  the Company  granted a stock  option right to its sole
director.  The option is exercisable  for 10,000,000  common stock shares at the
price of par value ($.001) for the period of two years beginning July 1, 2001.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS OR PLAN OF OPERATION

        The  following  discussion  should  be  read  in  conjunction  with  the
Financial Statements and notes thereto.

OPERATIONS

        The  Company's  purpose  is to engage in the  business  development  and
construction  services,  first on a local and  regional  basis,  and second on a
national and international basis. K-1 Builder's


<PAGE>



initially  intends to obtain contracts to build facilities as needed for growing
companies on a national and potentially international basis.

        It intends  to offer  services  in an  efficient  and  timely  manner to
customers and to also offer  customers  quality design and  construction at fair
and competitive  prices.  They intend to compete  vigorously in the construction
industry beginning within the Salt Lake City area, Rocky Mountain region.

LIQUIDITY AND CAPITAL RESOURCES

        The Company remains in the development  stage and, since inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholder's  equity.  The  Company's  balance  sheet as of  August  31,  2001,
reflects a current asset value of $3,079, and a total asset value of $8,217.

RESULTS OF OPERATIONS

        During the period from  August 22, 2000  through  August 31,  2001,  the
Company  has  engaged in no  significant  operations  other than  organizational
activities  and  preparation  for  registration  of  its  securities  under  the
Securities Exchange Act of 1934. No revenues were received by the Company during
this period.

        For the current fiscal year, the Company anticipates incurring a loss as
a result of organizational expenses, expenses associated with registration under
the Securities  Exchange Act of 1934, and expenses  associated with locating and
evaluating acquisition candidates. The Company anticipates that until a business
combination  is completed with an  acquisition  candidate,  it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing  a  business  combination,  depending  upon  the  performance  of the
acquired business.

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

        The discussion  contained herein has been prepared by the Company and is
based on existing law as contained in the Code,  amended United States  Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this  Annual  Report.  No  assurance  can be given that future
legislative  enactments,  administrative  rulings  or court  decisions  will not
modify the legal basis for  statements  contained in this  discussion.  Any such
development may be applied retroactively to transactions  completed prior to the
date thereof,  and could contain  provisions  having an adverse  affect upon the
Company and the holders of the Common Stock. In addition,  several of the issues
dealt with in this summary are the subjects of proposed and  temporary  Treasury
Regulations.  No assurance can be given that these  regulations  will be finally
adopted in their present form.

FORWARD LOOKING STATEMENT

        This  Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations  includes  a number of  forward-looking  statements  that
reflect Management's current


<PAGE>



views with respect to future events and financial performance.  Those statements
include statements  regarding the intent,  belief or current expectations of the
Company and members of its management  team as well as the  assumptions on which
such  statements  are based.  Prospective  investors are cautioned that any such
forward-looking  statements are not guarantees of future performance and involve
risk and uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements.  Readers are urged to carefully
review and consider the various  disclosures  made by the Company in this report
and in the  Company's  other  reports  filed with the  Securities  and  Exchange
Commission.  Important  factors currently known to Management could cause actual
results to differ  materially  from  those in  forward-looking  statements.  The
Company undertakes no obligation to update or revise forward-looking  statements
to reflect  changed  assumptions,  the  occurrence  of  unanticipated  events or
changes in the future operating results over time. The Company believes that its
assumptions  are based upon  reasonable  data  derived  from and known about its
business  and  operations  and the business and  operations  of the Company.  No
assurances  are made that  actual  results of  operations  or the results of the
Company's future activities will not differ materially from its assumptions.

ITEM 7.  FINANCIAL STATEMENTS

         The financial  statements  are included  beginning at F-1. See Index to
the Financial Statements.

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

Directors and Executive Officers.

        The members of the Board of  Directors  of the  Company  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve at the  pleasure of the Board of  Directors.  The
following table sets forth the name, age, and position of each executive officer
and director of the Company:


Name                             Age                       Position
----                             ---                       --------
John Chris Kirch                 44                        President & Director



        John Chris Kirch, President and Director.


<PAGE>



        Mr.  Kirch is an  original  incorporator,  director  and  officer of the
Company from its  inception on August 22, 2000.  Prior to the  incorporation  of
this  company  Mr.  Kirch had been  Chairman of Txon  International  Development
Corporation  for the past two years since its inception in January of 1998. This
company specialized in providing building and construction services to expanding
corporations.  Mr.  Kirch's  main role in this  Company  was to  facilitate  the
company's  funding needs and promotional  requirements  until his resignation in
June 2000.  Txon,  a  development  stage  company,  had no  revenues or earnings
through its latest  12-month  reporting  period.  Total assets and  shareholders
equity as of the  Company's  latest 10-Q  filing was $642.  Total  losses  since
inception were $361,766.

        Beginning  in  January of 1997,  Mr.  Kirch  spent part time  working on
business expansion plans with Weston Hotels and Properties,  Inc. until May 1998
when he  resigned.  Also from May 1997 to  present  Mr.  Kirch  spent  part time
working on growth and  development  plans for Weston  Caribbean Corp. now called
Zurickirch  of  which  he  remains  an  officer  and  director  in the  field of
nutritional health products. Zurichkirch Corp., a development stage company, has
had no  revenues or earnings in its latest  12-month  period.  Total  assets and
shareholders  equity  according to the company's  latest audited  financials are
$16,039. Total losses since inception are $119,051.

        From April of 1994 to December of 1996,  Mr.  Kirch was a cofounder  and
director of planning  for ABT Global  Pharmaceutical  Corporation.  His specific
role in this start up and  development  stage company was to prepare its initial
business  plan and arrange for start-up  funding for the  corporation  through a
private  placement  offering.   ABT  Global   Pharmaceutical  Corp.  now  called
Pharmaprint,  Inc. in its latest 12-month 10-K filings with the S.E.C.  reported
revenues of $6,492,868, with earnings of a net loss of $5,023,828.  Total assets
were $2,579,942.  Shareholders equity was a negative  $12,011,202.  Total losses
since inception were reported as $74,007,636.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

        Section  16(a) of the Exchange  Act,  requires the  Company's  officers,
directors and persons who  beneficially  own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent  beneficial  owners  also  are  required  by  rules  promulgated  by the
Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section 16(a) forms they file.

ITEM 10.  EXECUTIVE COMPENSATION

        The Company has not paid, nor does it owe, any compensation to executive
officers for the year ended August 31, 2001. The Company's by-laws authorize the
Board of  Directors to fix the  compensation  of  directors,  to establish a set
salary for each director and to reimburse the director's  expenses for attending
each  meeting of the Board of  Directors.  As of the date of this Form 20-K,  no
salaries or other  compensation have been paid to any of the Board of Directors,
individually or as a group.





<PAGE>



ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

        The table  below  sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
3,450,000 shares of issued and outstanding  Common Stock,  including  options to
acquire  stock of the  Company as of August 31, 2001 and  information  as to the
ownership of the Company's Stock by each of its directors and executive officers
and by the  directors  and  executive  officers as a group.  Except as otherwise
indicated,  all shares are owned  directly,  and the persons  named in the table
have  sole  voting  and  investment  power  with  respect  to  shares  shown  as
beneficially owned by them.


Name and Address
of Beneficial Owners /     Nature of           Shares
Directors                  Ownership           Owned          Percent
---------------------------------------------------------------------------


All Executive Officers
and Directors as a Group
(1 person)                 common stock           450,000       13%

Howard E. Abrams
1460 South Eaton St.
Lakewood, CO 80232         common stock           300,000        9%

Brian Curtis
Denver, CO 80004           common stock           300,000        9%

Gerald Curtis
Denver, CO 8004            common stock           300,000        9%

Matthew Foulger
413 Zang St # 536
Lakewood, CO 80228         common stock           300,000        9%

John Chris Kirch
3672 E. Coye Point Dr.
Salt Lake City, UT         common stock           450,000       13%

Kevin Kirch
3387 W. 7000 S.
South Jordan, UT           common stock           900,000       26%

Martin Tremblay
P.O. Box SS6827
Providence Housnassau,



<PAGE>



Name and Address
Bahamas                    common stock           600,000       17%

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In connection with organizing the Company, on August 28, 2000, Mr. Kevin
Kirch and John Chris Kirch,  the two  officers of the Company at the time,  were
issued a total of 900,000  shares of Common  Stock at a value of $.05 per share.
On July 1, 2001, these shares were forward split 2 to 3, resulting in a total of
1,350,000 shares.

         On  February  12,  2001,  Mr.  Howard  Abrams and Mr.  Matthew  Foulger
converted  their  $20,000  advance to the Company into 400,000  shares of common
stock. The shares were issued at $.05 per share.

        On July 1, 2001,  the Company  granted a stock  option right to its sole
director,  John Chris Kirch.  The option is exercisable  for  10,000,000  common
stock  shares  at the  price of par value  ($.001)  for the  period of two years
beginning July 1, 2001.  Under Rule 405 promulgated  under the Securities Act of
1933, Mr. John Chris Kirch may be deemed to be a promoter of the Company.

        The company currently is using office space that has been donated to the
company at no charge for an indefinite period by Gerald Curtis, a shareholder of
the company. See "Description of Property."


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

         The  following  documents  are filed  herewith or have been included as
         exhibits to previous  filings with the Commission and are  incorporated
         herein by this reference:

         Exhibit No. Exhibit

         *2.1     Articles of Incorporation

         *2.2     Bylaws


*       Incorporated   herein  by  reference  from  Registrant's  Form  10SB12G,
        Registration Statement, dated September 27, 2000.








<PAGE>




                                   SIGNATURES

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

K-1 BUILDERS, INC.

By:   /s/ John Chris Kirch
      John Chris Kirch
      President and Sole Director


Date: October 30, 2001


<PAGE>

                               K-1 BUILDERS, INC.
                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                                 AUGUST 31, 2001

                                       AND

                                 AUGUST 31, 2000





<PAGE>






                                    CONTENTS


                                                                          Page

Independent Auditor's Report..............................................F - 1

Balance Sheet
 August 31, 2001 and 2000.................................................F - 2

Statements of Operations for the
  Year Ending August 31, 2001 and
   the Period From August 22, 2000 to August 31, 2000.....................F - 3

Statement of Stockholders' Equity
  Since August 22, 2000 (inception) to August 31, 2001....................F - 4

Statements of Cash Flows for the
 Year Ending August 31, 2001 and
  the Period From August 22, 2000 to August 31, 2000......................F - 5

Notes to Financial Statements.............................................F - 7



<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


K-1 Builders, Inc.
(A Development Stage Company)


        We have audited the accompanying balance sheets of K-1 Builders, Inc. (a
development  stage  company)  as of August 31,  2001 and 2000,  and the  related
statements of operations  and cash flows for the year ending August 31, 2001 and
the  period  from  August 22,  2000 to August 31,  2000,  and the  statement  of
stockholders'  equity from August 22, 2000 (inception) to August 31, 2001. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

        We conducted our audits 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 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 K-1 Builders,  Inc.
(a development  stage company) as of August 31, 2001 and 2000 and the results of
its  operations  and its cash flows for the two years  then ended in  conformity
with generally accepted accounting principles.

                                                   Respectfully submitted



                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants

Salt Lake City, Utah
October 17, 2001


                                      F - 1

<PAGE>



                               K-1 BUILDERS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS




                                                               August 31,
                                                           2001         2000
                                                         ---------     --------
ASSETS
Current Assets:
   Cash and Cash Equivalents ........................    $     593     $ 16,900
                                                         ---------     --------
         Total Current Assets .......................          593       16,900
                                                         ---------     --------

Fixed Assets:
    Office Equipment ................................        5,550         --
    Less Accumulated Depreciation ...................         (412)        --
                                                         ---------     --------
         Net Fixed Assets ...........................        5,138         --
                                                         ---------     --------

         Total Assets ...............................    $   5,731     $ 16,900
                                                         =========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable ..................................    $     130     $   --
  Shareholder Advances ..............................         --         20,000
                                                         ---------     --------

         Total Liabilities ..........................          130       20,000
                                                         ---------     --------

Stockholders' Equity:
Preferred Stock, Par value $.0001
    Authorized 10,000,000 shares
    No shares issued at August 31, 2001 and 2000 ....         --           --
Common Stock, Par value $.001
    Authorized 50,000,000 shares,
    Issued 3,450,000 and 900,000 shares at
    August 31, 2001 and 2000 ........................        3,450          900
  Paid-In Capital ...................................      124,988       44,100
  Deficit Accumulated During Development Stage ......     (122,837)     (48,100)
                                                         ---------     --------

     Total Stockholders' Equity .....................        5,601       (3,100)
                                                         ---------     --------

     Total Liabilities and Stockholders' Equity .....    $   5,731     $ 16,900
                                                         =========     ========



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

                                      F - 2

<PAGE>



                               K-1 BUILDERS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS






                                                                      Cumulative
                                                                        Since
                                                                      August 22,
                                      For the Year   For the Period      2000
                                          Ending          Ending    Inception of
                                         August 31,     August 31,   Development
                                           2001           2000           Stage
                                          --------      --------      ---------
Revenues: ...........................     $   --        $   --        $    --
Expenses:
   General & Administrative .........       74,737        48,100        122,837
                                          --------      --------      ---------

     Net Loss .......................     $(74,737)     $(48,100)     $(122,837)
                                          --------      --------      ---------

Basic & Diluted loss per share ......     $  (0.04)     $   (0.05)
                                          ========      =========






















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

                                      F - 3

<PAGE>



                               K-1 BUILDERS, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
              SINCE AUGUST 22, 2000 (INCEPTION) TO AUGUST 31, 2001
<TABLE>
<CAPTION>

                                                                             Deficit
                                                                           Accumulated
                                                                             Since
                                                                           August 22,
                                                                              2000
                                                                          Inception of
                                            Common Stock       Paid-In     Development
                                         Shares   Par Value    Capital        Stage
                                       ---------   ---------   ---------    ---------
Balance at August 22, 2000
<S>                                    <C>         <C>         <C>          <C>
   (inception) .....................        --     $    --     $    --      $    --

August 28, 2000 Stock Issued for
Cash and Services at $.05 per Share      900,000         900      44,100         --

Net Loss ...........................        --          --          --        (48,100)
                                       ---------   ---------   ---------    ---------

Balance at August 31, 2000 .........     900,000         900      44,100      (48,100)

February 12, 2001 Stock Issued for
Cash at $.05 per Share .............   1,000,000       1,000      50,300         --

February 12, 2001 Advance
Converted to Stock at $.05 per Share     400,000         400      19,600         --

July 1, 2001 2:3 Forward Stock Split   1,150,000       1,150      (1,150)        --

Capital Contributed by Shareholders         --          --        12,138         --

Net Loss ...........................        --          --          --        (74,737)
                                       ---------   ---------   ---------    ---------

Balance at August 31, 2001 .........   3,450,000   $   3,450   $ 124,988    $(122,837)
                                       =========   =========   =========    =========
</TABLE>







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

                                      F - 4

<PAGE>



                               K-1 BUILDERS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                        Cumulative
                                                                          Since
                                                                        August 22,
                                           For the Year  For the Period   2000
                                                Ended        Ended     Inception of
                                              August 31,   August 31,   Development
                                                 2001         2000         2000
                                              ---------    ---------    ---------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                           <C>          <C>          <C>
Net Loss ..................................   $ (74,737)   $ (48,100)   $(122,837)

Adjustments to reconcile net loss to net
cash used in operating activities:
   Depreciation ...........................         412         --            412
   Common Stock Issued for Services .......        --         44,100       44,100

Change in Operating Assets and Liabilities:
  Accounts Payable ........................         130         --            130
                                              ---------    ---------    ---------

  Net Cash Used in Operating Activities ...     (74,195)      (4,000)     (78,195)
                                              ---------    ---------    ---------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Equipment .....................      (5,550)        --         (5,550)
                                              ---------    ---------    ---------

  Net cash provided by Investing Activities      (5,550)        --         (5,550)
                                              ---------    ---------    ---------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Contributed Capital for Expenses ..........      12,138         --         12,138
Advance from Shareholders .................        --         20,000       20,000
Proceeds from Issuance of Common Stock ....      51,300          900       52,200
                                              ---------    ---------    ---------

Net Cash Provided by Financing Activities .      63,438       20,900       84,338
                                              ---------    ---------    ---------

</TABLE>






                                      F - 5

<PAGE>



                               K-1 BUILDERS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                      Cumulative
                                                                                         Since
                                                                                       August 22,
                                                          For the Year  For the Period    2000
                                                              Ended          Ended    Inception of
                                                             August 31,    August 31,  Development
                                                                2001          2000       2000
                                                              ---------    ---------   ---------

Net (Decrease) Increase in
<S>                                                           <C>          <C>         <C>
  Cash and Cash Equivalents ...............................   $ (16,307)   $  16,900   $     593
Cash and Cash Equivalents at
  at Beginning of Period ..................................      16,900         --          --
                                                              ---------    ---------   ---------

Cash and Cash Equivalents at End of Period ................   $     593    $  16,900   $     593
                                                              =========    =========   =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for:
  Interest ................................................   $    --      $    --     $    --
  Franchise and income taxes ..............................   $    --      $    --     $    --

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

Shareholder Advances Converted to
Common Stock ..............................................   $  20,000    $    --     $  20,000

</TABLE>













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

                                      F - 6

<PAGE>



                               K-1 BUILDERS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

        This summary of accounting policies for K-1 Builders,  Inc. is presented
to assist in understanding the Company's  financial  statements.  The accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

        The  Company was  incorporated  under the laws of the State of Nevada on
August 22, 2000. Since August 22, 2000, the Company is in the development stage,
and has not commenced planned principal operations.

Nature of Business

        The Company has no  products  or  services  as of August 31,  2001.  The
Company  was  organized  as a vehicle to  further  develop  and market  building
construction services for expanding companies.

Cash and Cash Equivalents

        For purposes of the statement of cash flows,  the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

        The  preparation  of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

        The  Company  has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.


                                      F - 7

<PAGE>




                               K-1 BUILDERS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Loss per Share

        The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
<TABLE>
<CAPTION>

                                                                                  Per-Share
                                                  Income           Shares           Amount
                                                  ------           ------           ------
                                                (Numerator)     (Denominator)

                                                     For the Year Ended August 31, 2001
Basic Loss per Share
<S>                                           <C>                    <C>        <C>
Loss to common shareholders                   $       (74,737)       1,865,500  $       (0.04)
                                              ===============  ===============  ==============

                                                    For the Period Ended August 31, 2000
Basic Loss per Share
Loss to common shareholders                   $       (48,100)         900,000  $       (0.05)
                                              ===============  ===============  ==============
</TABLE>

        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for August 31, 2001 and 2000 and are thus not considered.

Property and Equipment

        The  equipment  is  stated  at  cost  and  will  be  depreciated,  on  a
straight-line basis, over the estimated useful life of 5 to 7 years.

        The Company has adopted the Financial  Accounting  Standards  Board SFAS
No., 121,  "Accounting  for the  Impairment of Long-lived  Assets." SFAS No. 121
addresses  the  accounting  for (i)  impairment of  long-lived  assets,  certain
identified  intangibles and goodwill  related to assets to be held and used, and
(ii) long-live lived assets and certain identifiable  intangibles to be disposed
of.  SFAS No. 121  requires  that  long-lived  assets and  certain  identifiable
intangibles  be held and used by an entity be reviewed for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be  recoverable.  If the sum of the expected  future cash flows from the
used of the  asset  and its  eventual  disposition  (un-discounted  and  without
interest  charges) is less than the carrying  amount of the asset, an impairment
loss is recognized.



                                      F - 8

<PAGE>



                               K-1 BUILDERS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000
                                   (Continued)

NOTE 2 - INCOME TAXES

        As of August 31, 2001, the Company had a net operating loss carryforward
for income tax reporting  purposes of approximately  $120,000 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carry  forwards will expire unused.  Accordingly,  the potential tax benefits of
the loss carry forwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

        The Company has not begun  principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS

        As of August 31, 2001 all  activities of the Company have been conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 5 - STOCK OPTIONS

        On July 1, 2001,  the Company  granted a stock  option right to its sole
director.  The option is exercisable  for 10,000,000  common stock shares at the
price of par value ($.001) for the period of two years  beginning  July 1, 2001.
On the date of grant the fair  market  value of the option and the option  price
were equal and thus no expense has been recorded.











                                      F - 9