U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549

                                    FORM 10-KSB


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

                               For Fiscal Year Ended: June 30, 2001

                                                or

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

                    For the transition period from          To


                                 Commission file number 0-21376
                                                        --------

                             Phoenix Media Group, Ltd.
                          (Name of small business issuer in its charter)

           Nevada                                                33-0714007
------------------------------                             --------------------
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization                                Identification No.)

             290 East Verdugo, Suite 207, Burbank, California 91502
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                    Issuer's telephone number (818)-563-3900
                                              ---------------

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

                         Common Stock, $0.001 Par Value
                         ------------------------------
                                (Title of class)

                 Convertible Preferred Series A, $0.01 Par Value
                 -----------------------------------------------
                                (Title of class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of

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the Exchange Act during the past 12 months (or for such shorter  period that the
registrant 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  pursuant to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [ X ]

        State issuer's revenues for its most recent fiscal year.    $ 135,488
                                                                    ---------

        As of October 1, 2001,  there were 7,410,649  shares of the Registrant's
common stock,  par value $0.001,  issued and  outstanding.  The aggregate market
value of the Registrant's  voting stock held by non-affiliates of the Registrant
was approximately $262,265 computed at the closing price as of October 1, 2001.


                             DOCUMENTS INCORPORATED BY REFERENCE

         If the following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any proxy or information  statement;  and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"):
NONE

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





















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                                TABLE OF CONTENTS


Item Number and Caption                                                   Page
-----------------------                                                   -----

PART I

Item 1.        Description of Business........................................4

Item 2.        Description of Property........................................6

Item 3.        Legal Proceedings..............................................7

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


PART II

Item 5.        Market for Common Equity and Related Stockholder Matters.......7

Item 6.        Management's Discussion and Analysis or Plan of Operations.....9

Item 7.        Financial Statements..........................................12

Item 8.        Changes in and Disagreements With Accountants on Accounting and
               Financial Disclosure..........................................12

PART III

Item 9.        Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act.............13

Item 10.       Executive Compensation........................................14

Item 11.       Security Ownership of Certain Beneficial Owners and Management15

Item 12.       Certain Relationships and Related Transactions................16

Item 13.       Exhibits and Reports on Form 8-K..............................16







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                                     PART I


                         ITEM 1 DESCRIPTION OF BUSINESS


General

        The  Company  was formed for the purpose of creating a vehicle to obtain
capital  to  seek  out,  investigate  and  acquire  interests  in  products  and
businesses  which may have potential for profit.  The Company's  objective is to
become a major player in the communications  industry with an emphasis on radio,
television and Internet services.

Principal  Products  or  services  - The  production  of  radio  and  television
infomercials and commercials. The development,  publication, manufacture, design
and  sale of  books  and  toys in the  image  of or  otherwise  relating  to the
character Manfred Moose(TM).

Distribution  methods  of the  products  or  services  -  Radio  and  television
infomercials  and  commercials  are  solicited  directly  from a wide variety of
commercial  prospects and distributed via electronic  media to various radio and
television stations.

Status of any publicly  announced  new product or service - In Fiscal Year 1999,
the Company  announced the development of the Manfred  Moose(TM)  Millenium Doll
and the book  "Manfred  Moose(TM)  Flies to Hong Kong." Both  products have been
completed and are being sold in the manner described above.

Competitive  business  conditions  and  issuer's  competitive  position  in  the
industry and methods of competition - Regarding radio and television commercials
and  infomercials,  the  Company  is faced  with  significant  competition.  The
Company's relative position in the industry is small.

        Regarding Manfred  Moose(TM),  the competition is substantial  including
several major corporations. Our relative position in the industry is very small.

Sources and availability of raw materials and the names of principal suppliers -
Not Applicable.

Dependence on one or a few major customers - Not Applicable.

        The  Company's  common  stock is traded on the National  Association  of
Security  Dealers,  Inc.  (the  "NASD's")  OTC  Bulletin  Board Under the symbol
"PXMG."


History

        The  Company  was  organized  under  the  laws of the  State  of Utah on
December 5, 1985 as Bullseye  Corp. On June 22, 1992 the name of the Company was
changed to Natural Solutions, Ltd.

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and the  corporate  domicile  was  changed to the State of Nevada.  On March 25,
1994,  the Company name was changed to Phoenix Media Group,  Ltd. Its authorized
capital stock is 50,000,000 shares of common stock, par value $0.001 per share.

        The  executive  offices of the Company are located at 290 East  Verdugo,
Suite 207, Burbank, California 91502. Its telephone number is (818)-563-3900.

OPERATING LOSSES

        The Company has  incurred net losses of  approximately  $161,000 for the
fiscal year ended June 30, 2001. Such operating losses reflect developmental and
other  start-up  activities  relating to the character  Manfred  Moose(TM).  The
Company  expects  to incur  losses in the near  future  until  profitability  is
achieved. The Company's operations are subject to numerous risks associated with
establishing  any  new  business,  including  unforeseen  expenses,  delays  and
complications.  There can be no  assurance  that the  Company  will  achieve  or
sustain profitable operations or that it will be able to remain in business.

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

        Revenues  are not yet  sufficient  to support  the  Company's  operating
expenses.  Since the  Company's  formation,  it has  funded its  operations  and
capital  expenditures  primarily  through private  placements of debt and equity
securities.  See "Recent Sales of Unregistered  Securities." The Company expects
that it will be required to seek additional  financing in the future.  There can
be no  assurance  that such  financing  will be available at all or available on
terms acceptable to the Company.

GOVERNMENT REGULATION

        The Company is subject to all pertinent  Federal,  State, and Local laws
governing its business.  The Company is subject to licensing and regulation by a
number of authorities in its State or  municipality.  These may include  health,
safety,  and fire  regulations.  The  Company's  operations  are also subject to
Federal and State minimum wage laws governing such matters as working conditions
and overtime.

RISK OF LOW-PRICED STOCKS

        Rules 15g-1 through 15g-9 promulgated under the Securities  Exchange Act
of 1934 (the "Exchange  Act") impose sales practice and disclosure  requirements
on certain brokers and dealers who engage in certain  transactions  involving "a
penny stock."

        Currently,  the  Company's  Common Stock is considered a penny stock for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company's  Common  Stock  in the  secondary  market.  In  addition,  the  market
liquidity for the Company's securities may be severely adversely affected,  with
concomitant adverse effects on the price of the Company's securities.

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        Under the penny  stock  regulations,  a broker or dealer  selling  penny
stock to anyone  other than an  established  customer or  "accredited  investor"
(generally,  an  individual  with net worth in excess  of  $1,000,000  or annual
incomes  exceeding  $200,000,  or $300,000 together with his or her spouse) must
make a special suitability  determination for the purchaser and must receive the
purchaser's  written consent to the transaction prior to sale, unless the broker
or dealer or the transaction is otherwise exempt.  In addition,  the penny stock
regulations  require the broker or dealer to deliver,  prior to any  transaction
involving a penny stock,  a disclosure  schedule  prepared by the Securities and
Exchange  Commission (the "SEC") relating to the penny stock market,  unless the
broker or dealer or the transaction is otherwise  exempt.  A broker or dealer is
also  required to disclose  commissions  payable to the broker or dealer and the
registered   representative  and  current  quotations  for  the  Securities.  In
addition,  a broker or dealer is required to send monthly statements  disclosing
recent  price  information  with respect to the penny stock held in a customer's
account and information with respect to the limited market in penny stocks.

LACK OF TRADEMARK AND PATENT PROTECTION

        The Company  relies on a  combination  of trade  secret,  copyright  and
trademark  law,  nondisclosure  agreements  and technical  security  measures to
protect  its  products.  The  Company  holds a  trademark  on the  name  Manfred
Moose(TM) and copyrights on several Manfred  Moose(TM)  images.  Notwithstanding
these  safeguards,  it is possible for  competitors of the company to obtain its
trade secrets and to imitate its products. Furthermore, others may independently
develop  products  similar  or  superior  to those  developed  or planned by the
Company.

COMPETITION

        The  Company  faces  competition  from a wide  variety of  entertainment
distributors,  many of which have substantially greater financial, marketing and
technological resources than the Company.

        Regarding radio and television commercials and infomercials, the Company
is faced with significant  competition.  The Company's  relative position in the
industry is small.

        Regarding Manfred  Moose(TM),  the competition is substantial  including
several major corporations. Our relative position in the industry is very small.

EMPLOYEES

        As of October 1, 2001,  the Company has 4 employees,  of which,  two are
full time.


                         ITEM 2 DESCRIPTION OF PROPERTY


        The Company maintains an office  condominium at 290 east Verdugo Avenue,
Suite 207,  Burbank  California.  The property was  purchased for $75,000 and is
being amortized over 39 years.  The property is subject to a first mortgage with
monthly payment of $393.36 over 30 years at 8.75%.

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        In the opinion of management,  all  properties  owned by the Company are
adequately insured.


                            ITEM 3 LEGAL PROCEEDINGS


        The  Company  is not  engaged  in any legal  proceedings  other than the
ordinary routine  litigation  incidental to its business  operations,  which the
Company does not believe, in the aggregate,  will have a material adverse effect
on the Company, or its operations.


                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS


        No matters  were subject to a vote of security  holders  during the year
June 30, 2001.


                                     PART II

                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS


MARKET INFORMATION

        The stock is traded over-the-counter with the trading symbol "PXMG". The
following high and low bid information was provided by PC Financial Network. The
quotations  provided  reflect  inter-dealer  prices,   without  retail  mark-up,
mark-down or commission and may not represent actual transactions.


                        1999                           HIGH BID        LOW BID

First Quarter (09/30/99)                                $0.480         $0.060
Second Quarter (12/31/99)                               $0.220         $0.130
Third Quarter (03/31/00)                                $0.800         $0.130
Fourth Quarter (06/30/00)                               $0.950         $0.150

                        2001

First Quarter (09/30/00)                                $0.500         $0.250
Second Quarter (12/31/00)                               $0.500         $0.062
Third Quarter (03/31/01)                                $0.297         $0.070
Fourth Quarter (06/30/01)                               $0.500         $0.200


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DIVIDENDS

        The  Company  has not  paid  any  cash  dividends  to date  and does not
anticipate  paying  dividends  in the  foreseeable  future.  It is  the  present
intention of management to utilize all available  funds for the  development  of
the Company's business.

        The number of shareholders of record of the Company's Common Stock as of
October 1, 2001 was approximately 800.


RECENT SALES OF UNREGISTERED SECURITIES

        On November 25, 2000 the Company  issued  100,000 shares in exchange for
$25,000 in consulting services under Section 4(2) of the Securities and Exchange
Act of 1933 to Messrs.  Petrik, Smith, and Irwin (affiliate  investors),  and to
Messrs. Parker and Cooper, and Achate LTD (non- affiliate investors).

        On April 3,  2001 the  Company  issued  40,000  shares in  exchange  for
$10,625 in consulting services under Section 4(2) of the Securities and Exchange
Act of 1933 to Messrs.  Smith and Irwin  (affiliate  investors),  and Mr. Cooper
(non-affiliate investor).

        On April 3, 2001 the Company sold 345,000 shares for cash.

Shares to Be Issued:

Name     # of Shares     Exemption               Type of Purchaser   Value/Share
Bristol    28,000         4(2)                      Affiliate           $1.00
                      (not involving a public offering)

All investors,  including the non-affiliate investors,  were given access to the
books and records of the Company,  including financial statements, and given the
opportunity to ask  management any and all questions  concerning the Company and
its prospects for the future.  The  non-affiliate  issuances of securities  were
issued  as  compensation  for  services  provided  to the  Company  as were  the
affiliate  issuances.  The investors were asked about prior investment  history,
business   experience  and   educational   background.   After   reviewing  that
information, these investors were determined to be capable of making an informed
investment  decision  based upon this  information.  All were informed as to the
restricted  nature of the stock being received and all represented and warranted
that they were purchasing the stock for their own account.

The price of the issuance was the price  negotiated  between the Company and the
investor.




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                       ITEM 6 MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OR PLAN OF OPERATIONS


FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used in this Form 10-KSB,  the words  anticipated,  estimate,  expect,  and
similar expressions are intended to identify  forward-looking  statements.  Such
statements are subject to certain risks, uncertainties and assumptions including
the  possibility  that the Company's will fail to generate  projected  revenues.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those anticipated, estimated or projected.

General

        The following discusses the financial position and results of operations
of the Company.

        Significantly all of the Company's  revenues came from its resale of air
time to its customers.  That was the Company's principle service provided during
fiscal 2001. Revenues from sales of items associated with Manfred Moose(TM) were
negligible.  At the present time, approximately twelve percent of customers with
six month contracts renew their contracts while approximately  twenty percent of
customers with three month contracts renew their contracts. Although the Company
provides  service to its customers with repeat  business,  there is no assurance
that such customers will maintain or increase the level of volume of business of
the Company.

        The Company  produces a weekly  radio talk show which it produces in its
Burbank  offices.  The Company  purchases air time from four radio  stations and
resells the air time to customers  seeking to advertise their goods and services
during the program.  The Company has been  producing its radio show for over two
years.  The companies  which sponsor the talk show through their purchase of air
time can play their own  previously  produced  commercials  or have the  Company
provide the commercial for broadcast during the show.

Results of Operations - The following table set forth,  for the years ended June
30, 2001 and 2000,  certain  items from the  Company's  Condensed  Statements of
Operations expressed as a percentage of net sales.


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

Sales, Net                                          100.0%           100.0%
Cost of Sales                                        37.8%            56.6%
                                        ---------------  ---------------

Gross Margin                                         62.2%            43.4%

Operating Expenses                                  173.9%           100.4%
                                        ---------------  ---------------


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Operating Income (Loss)                            (111.7)%          (57.0)%

Other Income (Expense), Net                          (6.5)%          (10.5)%
                                        ---------------  ---------------

Income (Loss) Before Income Taxes                  (118.2)%          (67.5)%

Income Taxes                                          0.5%             0.3%
                                        ---------------  ---------------

Net Income (Loss)                                  (118.7)%          (67.8)%
                                        ===============  ===============


Net Sales

         Net  sales  for  Fiscal  2001  compared  to Fiscal  2000  decreased  by
approximately $199,000 or 60%. This decrease was due to the slowing economy.

Cost of Sales

        Cost of sales for Fiscal 2001  decreased  approximately  $138,000 or 73%
compared to Fiscal 2000. As a percentage of sales, cost of sales decreased 18.8%
from 56.6% to 37.8%. This decrease was due to the slowing economy and decreasing
sales.

Operating Expenses

        Operating expenses during Fiscal 2001 decreased  approximately  $100,000
or 29.8%  compared to Fiscal 2000 from $336,064 to $235,625.  As a percentage of
sales,  operating expenses increased 73.5% from 100.4% to 173.9%.  This decrease
in operating  expenses is attributable to decreased sales and business  activity
due to slowing economy.

Liquidity and Capital Resources

        The Company requires working capital to fund its current operations. The
Company has  budgeted  its  anticipated  revenue and cash  flows,  after  paying
expenses,  from its  sale of  radio  air  time to  provide  for its  anticipated
expenditures  to fund  development of the Manfred  Moose(TM)  project until such
time as the Company begins to receive revenue from Manfred  Moose(TM)  projects.
If the Company's revenues decline below present or projected levels, the Company
may have to scale back its  operations  and its proposed  development of Manfred
Moose(TM)  to  accommodate  the  resulting  shortfall  in  revenues  to fund its
projects. Generally the Company has adequate funds for its activities. There are
no formal commitments from banks or other lending sources for lines of credit or
similar short-term borrowing. It is anticipated that the current operations will
expand  and the funds  generated  will  exceed  the  Company's  working  capital
requirements for the next year.

        The Company  has long term goals to further  develop  Manfred  Moose(TM)
merchandise  and products over the next twelve month period and expects that the
projects it currently has in

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development will require approximately $150,000 over the next twelve months. The
Company believes that its operations will be able to provide the funds for these
development  costs over the next twelve  months.  The Company  anticipates  that
ultimately,  these development costs will be recouped through the eventual sales
of the various products being developed.  If revenues are not sufficient to fund
its operations,  the Company will need to seek alternative  sources of financing
either through loans or through raising capital. There are no formal commitments
from banks or other  lending  sources for lines of credit or similar  short-term
borrowing.  There can be no  assurances  that the Company will be able to obtain
alternative   financing  through  loans  or  capital  and  the  Company  has  no
commitments  for either  type of  financing.  If  alternative  financing  is not
available, then the Company will be forced to scale back its proposed operations
and  perhaps be forced to abandon  its  Manfred  Moose(TM)  projects or delay it
significantly.  The  Company's  lack of current  assets  would be a factor to be
considered by potential  lenders or investors in deciding whether or not to loan
money to or invest in the Company.

        The Company  requires  working  capital  principally to fund its current
operations.  Generally the Company has adequate funds for its activities.  There
are no formal  commitments  from  banks or other  lending  sources  for lines of
credit or similar  short-term  borrowing.  It is  anticipated  that the  current
operations will expand and the funds generated will exceed the Company's working
capital requirements for the next year.

        The Company  generates  and uses cash flows  through  three  activities:
operating, investing, and financing. During 2001, operating activities used cash
of approximately $82,000 as compared to net cash used of approximately  $163,000
for 2000. Much of this decrease in attributable to the slowing economy.

        Cash  flows  used  in  investing  activities  is  primarily  due  to the
acquisition of approximately  $20,000 of video  equipment,  office furniture and
automotive   equipment  for  2001.   During  2000  investing   activities   used
approximately $53,000 for the purchase of property and equipment.

        Financing activities used less than $4,000 in principle payments on debt
for 2001 and $9,000 for 2000. During 2001 financing  activities provided $26,000
in proceeds from capital stock issued.

        Management  believes that the Company's current cash and funds available
will be  sufficient  to meet capital  requirements  and short term and long term
working capital needs in the fiscal year ending June 31, 2002 and beyond, unless
a significant acquisition or expansion is undertaken.  The Company is constantly
searching for potential  acquisitions and/or expansion  opportunities.  However,
there  are no  arrangements  or  ongoing  negotiations  for any  acquisition  or
expansion.

Inflation and Regulation

        The  Company's  operations  have not been,  and in the near term are not
expected to be, materially affected by inflation or changing prices. The Company
encounters competition from a variety of Companies in its markets. Many of these
companies have long standing  customer  relationships  and are  well-staffed and
well financed.  The Company  believes that  competition in the its industries is
based on customer satisfaction and production of quality products and services,

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although the ability,  reputation and support of management is also significant.
The Company  does not believe that any  recently  enacted or  presently  pending
proposed  legislation  will have a  material  adverse  effect on its  results of
operations.

Factors That May Affect Future Results

        Management's   Discussion   and   Analysis   and  other  parts  of  this
registration  statement contain  information  based on management's  beliefs and
forward-looking  statements that involve a number of risks,  uncertainties,  and
assumptions.  There can be no  assurance  that  actual  results  will not differ
materially for the  forward-looking  statements as a result of various  factors,
including but not limited to the following:

        The markets for many of the  Company's  offerings are  characterized  by
rapidly  changing  technology,  evolving  industry  standards,  and frequent new
product  introductions.  The  Company's  operating  results  will  depend  to  a
significant  extent on its ability to design,  develop,  or otherwise obtain and
introduce new products, services, systems, and solutions and to reduce the costs
of these offerings. The success of these and other new offerings is dependent on
many factors,  including proper  identification of customer needs,  cost, timely
completion  and  introduction,  differentiation  from offerings of the Company's
competitors,  and market acceptance.  The ability to successfully  introduce new
products and services could have an impact on future results of operations.

Government Regulations - The Company is subject to all pertinent Federal, State,
and Local laws  governing its business.  The Company is subject to licensing and
regulation by a number of  authorities in its State or  municipality.  These may
include health, safety, and fire regulations.  The Company's operations are also
subject to Federal and State minimum wage laws governing such matters as working
conditions and overtime.


                           ITEM 7 FINANCIAL STATEMENTS


        The  financial  statements  of the  Company and  supplementary  data are
included beginning  immediately following the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.


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


        There are not and have not been any  disagreements  between  the Company
and its  accountants  on any  matter  of  accounting  principles,  practices  or
financial statements disclosure.




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                                    PART III


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


Executive Officers and Directors

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:

        Directors and Executive Officers.


      (1)                               (2)                            (3)
 NAME and AGE                        POSITION                    TERM OF OFFICE

Ronald R. Irwin      55        C.E.O. and Chairman           Until next meeting

Richard Spangler     66        President & Director          Until next meeting

David Petrik         53        Director                      Until next meeting

Wayne Smith          46        Secretary/Treasurer           Until next meeting


Ronald R. Irwin - During the past 5 years,  Mr. Irwin has been engaged full time
as Chairman and C.E.O. for the Company.

Richard Spangler - During the past 5 years, Mr. Spangler has served full time as
President and Director for the Company.

David  Petrik - During the past 5 years,  Mr.  Petrik has served as Director and
Chief  Engineer for the Company.  Prior to his employment  with the Company,  he
worked as a Radio  Engineer for KROQ Radio in Los  Angeles,  CA, and the Premier
Radio Network in Los Angeles, Ca.

Wayne Smith - During the past 5 years has served as Secretary/Treasurer  for the
Company.  During  this same  period of time,  he has also worked for Trans World
Airlines, Inc. in a non-executive position.



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Conflicts of Interest

Certain conflicts of interest existed at June 30, 2001 and may continue to exist
between the Company and its officers and directors due to the fact that each has
other  business  interests  to which he  devotes  attention.  Each  officer  and
director may continue to do so  notwithstanding  the fact that  management  time
should be devoted to the business of the Company.

Certain  conflicts of interest may exist between the Company and its management,
and  conflicts  may  develop in the  future.  The  Company  has not  established
policies or procedures for the  resolution of current or potential  conflicts of
interests  between  the  Company,  its  officers  and  directors  or  affiliated
entities.  There can be no assurance that  management will resolve all conflicts
of interest in favor of the Company,  and failure by  management  to conduct the
Company's business in the Company's best interest may result in liability to the
management.  The  officers  and  directors  are  accountable  to the  Company as
fiduciaries,  which  means that they are  required  to  exercise  good faith and
integrity in handling the Company's  affairs.  Shareholders who believe that the
Company has been  harmed by failure of an officer or  director to  appropriately
resolve any  conflict  of  interest  may,  subject to  applicable  rule of civil
procedure,  be able to bring a class action or derivative  suit to enforce their
rights and the Company's rights.

Board Meetings and Committees

        The  Directors  will not receive  remuneration  from the Company until a
subsequent offering has been successfully completed, or cash flow from operating
permits, all in the discretion of the Board of Directors.  Directors may be paid
their expenses, if any, of attendance at such meeting of the Board of Directors,
and may be paid a fixed  sum for  attendance  at each  meeting  of the  Board of
Directors or a stated  salary as Director.  No such payment  shall  preclude any
Director  from  serving the  Corporation  in any other  capacity  and  receiving
compensation therefor. No compensation has been paid to the Directors. The Board
of Directors may designate from among its members an executive committee and one
or more other committees. No such committees have been appointed.

Compliance with Section 16(a) of the Exchange Act

        Based solely upon a review of forms 3, 4, and 5 and amendments  thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.


                         ITEM 10 EXECUTIVE COMPENSATION


        None of the  executive  officer's  salary  and bonus  exceeded  $100,000
during any of the Company's last two fiscal years.


                                       14

<PAGE>



         Ronald  R.  Irwin,   C.E.O.  and  Chairman  received   compensation  of
approximately $60,000 per year during the past two years.



                 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
7,410,649  shares of issued and  outstanding  Common  Stock of the Company as of
June 30, 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.
<TABLE>
<CAPTION>


           (1)                                (2)                          (3)              (4)
                                           Name and                    Amount and
                                          Address of                    Nature of
         Title of                         Beneficial                   Beneficial       Percent of
          Class                              Owner                        Owner            Class
-----------------------------------------------------------------------------------------------------

<S>                         <C>                                           <C>                     <C>
Common Stock                Bristol Investments Limited                    1,000,000               13.49%
                            1601 Kinwick Centre
                            32 Hollywood Road
                            Central Hong Kong
                            Zhong Hong Li

Directors & Executives
                            Ronald R. Irwin, CEO & Director                3,550,000               47.90%
                            290 E. Verdugo Ave.
                            Burbank, CA 91502

                            Richard Spangler, President &                    100,000                1.35%
                            Director
                            290 E. Verdugo Ave.
                            Burbank, CA 91502

                            David Petrik, Director                            50,000                0.67%
                            290 E. Verdugo Ave.
                            Burbank, CA 91502

</TABLE>


                                                15

<PAGE>
<TABLE>
<CAPTION>



           (1)                                (2)                          (3)              (4)
<S>                         <C>                                           <C>                     <C>
                            Wayne K. Smith, Sec/Treas.                        88,000                1.19%
                            290 E. Verdugo Ave.
                            Burbank, CA 91502

Directors and executive                                                    4,788,000               64.61%
officers as a Group

</TABLE>


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



        During 1997 The Company loaned an officer/director  $20,100, interest at
1%,  repayable  at $201 per month for ten months  with a balloon  payment due in
2007. In addition an  officer/director  advanced  $8,000 at 0% interest,  to the
Company.  During 2001, an  officer/director  advanced the Company  $62,912 at 0%
interest.



                   ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K


        (a) The following documents are filed as part of this report.

1.  Financial Statements                                                   PAGE
                                                                           ----

Independent Auditor's Report                                                F-1
Balance Sheets,  June 30, 2001 and 2000                                     F-2
Statements of Operations,
  For the Years Ended June 30, 2001 and 2000                                F-4
Statements of Changes in Stockholders' Equity,
  For the Years Ended June 30, 2001 and 2000                                F-5
Statements of Cash Flows,
  For the Years Ended June 30, 2001 and 2000                                F-6
Notes to Consolidated Financial Statements                                  F-7

2.  Financial Statement Schedules
        The following  financial  statement schedules required by Regulation S-X
are included herein.


                                       16

<PAGE>



        All  Schedules  are  omitted  because  they  are not  applicable  or the
required information is shown in the financial statements or notes thereto.

3.  Exhibits

        The following exhibits are included as part of this report:
Exhibit
Number         Exhibit
------         ----------------------------------------------------------------

3.1            Articles of Articles of Incorporation and By-Laws.          (1)

(1)  Incorporated by reference



                                   SIGNATURES


        Pursuant to the  requirements  of section 13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

                                    PHOENIX MEDIA GROUP, LTD.

Dated: October 12, 2001               By  /S/     Ronald R. Irwin
                                      -----------------------------------------
                                      Ronald R. Irwin,
                                      C.E.O. and Chairman

        Pursuant to the requirements of the Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 12th day of October 2001.

Signatures                                         Title

/S/     Ronald R. Irwin
-----------------------------------------------------------------------
Ronald R. Irwin                             C.E.O. and Chairman
                                            (Principal Executive Officer)

/S/     Wayne Smith
------------------------------------------------------------------------
Wayne Smith                                 Secretary/Treasurer
                                            (Principal Financial and Accounting
                                            Officer)

/S/     Richard Spangler
-------------------------------------------------------------------------
Richard Spangler                            President and Director

                                       17

<PAGE>





/S/      David Petrik
-----------------------------------------------------------------------------
David Petrik                                Director








                                       18





<PAGE>

                            PHOENIX MEDIA GROUP, LTD.

                                      - : -

                              FINANCIAL STATEMENTS

                             JUNE 30, 2001 AND 2000


<PAGE>










               Report of Independent Certified Public Accountants

Board of Directors
Phoenix Media Group, Ltd.
Burbank, California


        We have audited the accompanying  balance sheets of Phoenix Media Group,
Ltd. as of June 30, 2001 and 2000,  and the related  statements  of  operations,
retained earnings,  and cash flows for the two years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

        We conducted our audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the 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 Phoenix Media Group,
Ltd. as of June 30, 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
August 8, 2001


                                      F - 1

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                                 BALANCE SHEETS






                                                               June 30,
                                                     --------------------------
                                                        2001             2000
                                                     ---------        ---------
ASSETS
Cash .........................................       $   3,272        $  19,815
Inventory ....................................          32,930           34,130
                                                     ---------        ---------

        Total Current Assets .................          36,202           53,945
                                                     ---------        ---------

Property and Equipment
Office Equipment .............................          25,054           24,315
Radio Equipment ..............................          46,126           26,312
Office Condominium ...........................          75,000           75,000
Vehicles .....................................          41,586           41,586
                                                     ---------        ---------
                                                       187,766          167,213
Less Accumulated Depreciation ................         (76,026)         (46,679)
                                                     ---------        ---------

        Net Property and Equipment ...........         111,740          120,534
                                                     ---------        ---------

Other Assets
Stockholder Loans ............................          18,598           18,598
                                                     ---------        ---------

        Total Assets .........................       $ 166,540        $ 193,077
                                                     =========        =========

















                                      F - 2

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                                 BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>


                                                                    June 30,
                                                            ----------------------
                                                               2001         2000
                                                            ---------    ---------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
<S>                                                         <C>          <C>
Accounts payable ........................................   $  28,184    $  18,769
Accrued expenses ........................................      11,475        7,823
Stockholder loans .......................................      70,912        8,000
Current portion of long-term debt .......................       4,633        6,520
                                                            ---------    ---------

        Total Current Liabilities .......................     115,204       41,112
                                                            ---------    ---------

Long-term Debt ..........................................      58,164       59,647
                                                                         ---------
                                                            ---------    ---------

Stockholders' equity
   Series A convertible preferred stock (par value $.01),
      5,000,000 shares authorized, no shares issued or
      Outstanding June 30, 2001 and 2000 ................        --           --
   Common Stock (par value $.001), 50,000,000 shares
      Authorized, 7,410,649 shares issued and outstanding
      June 30, 2001, and 6,925,649 on June 30, 2000 .....       7,411        6,926
      Common Stock to be Issued 28,000 shares ...........          28          128
Paid in capital in excess of par value ..................     563,266      501,776
Retained deficit ........................................    (577,533)    (416,512)
                                                            ---------    ---------

        Total Stockholders' Equity (Deficit) ............      (6,828)      92,318
                                                            ---------    ---------

        Total Liabilities and Stockholders' Equity ......   $ 166,540    $ 193,077
                                                            =========    =========

</TABLE>








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


                                      F - 3

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                            STATEMENTS OF OPERATIONS



                                                        For the Year Ended
                                                             June 30,
                                                  ------------------------------
                                                     2001              2000
                                                  -----------       -----------
Revenue
Sales ......................................      $   135,488       $   334,574
Cost of sales ..............................           51,269           189,289
                                                  -----------       -----------

        Gross Margin .......................           84,219           145,285

Operating Expenses
General and Administrative .................         (235,625)         (336,064)

Other Income (Expense)
Interest expense ...........................           (8,815)           (5,007)
Interest income ............................             --                   5
Gain (loss) on sale of assets ..............             --             (30,079)
                                                  -----------       -----------

Income (loss) before income taxes ..........         (160,221)         (225,860)

Income taxes ...............................              800               909
                                                  -----------       -----------

Net Income (Loss) ..........................      $  (161,021)      $  (226,769)
                                                  ===========       ===========

Earnings (Loss) Per Share ..................      $     (0.02)      $     (0.03)
                                                  ===========       ===========

Weighted Average Shares Outstanding ........        7,078,977         6,872,443
                                                  ===========       ===========













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


                                      F - 4

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                              Common Stock                                 Capital in
                                     Preferred Stock          to be Issued               Common Stock       Excess of    Retained
                                  ---------------------   ----------------------    ---------------------
                                    Shares      Amount      Shares       Amount      Shares      Amount     Par Value    Deficit
                                  ---------   ---------   ---------    ---------    ---------   ---------   ---------   ---------

<S>                               <C>         <C>         <C>          <C>          <C>         <C>         <C>         <C>
Balance June 30, 1999 .........        --     $    --          --      $    --      6,720,649   $   6,721   $ 285,849   $(189,743)

Issuance of shares for services        --          --          --           --        205,000         205      88,055        --

Stock sold Cash ...............        --          --       128,000          128         --          --       127,872        --

Net Loss ......................        --          --          --           --           --          --          --      (226,769)
                                  ---------   ---------   ---------    ---------    ---------   ---------   ---------   ---------

Balance June 30, 2000 .........        --          --       128,000          128    6,925,649       6,926     501,776    (416,512)

Issuance of shares for services        --          --          --           --        140,000         140      35,485        --

Stocks sold for Cash ..........        --          --      (100,000)        (100)     345,000         345      26,005        --

Net Loss ......................        --          --          --           --           --          --          --      (161,021)
                                  ---------   ---------   ---------    ---------    ---------   ---------   ---------   ---------

Balance June 30, 2001 .........        --     $    --        28,000    $      28    7,410,649   $   7,411   $ 563,266   $ 577,533
                                  =========   =========   =========    =========    =========   =========   =========   =========
</TABLE>





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


                                      F - 5

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                             STATEMENTS OF CASH FLOW


                                                            For the Year Ended
                                                                June 30,
                                                         ----------------------
Cash Flows From Operating Activities:                      2001          2000
-------------------------------------                    ---------    ---------
Net income (loss) ....................................   $(161,021)   $(226,769)
Adjustments to reconcile
   Net income (loss) to net cash provided by
      (used in) Operating activities:
      Non-cash general and administrative expense ....      35,625         --
      Amortization and depreciation ..................      29,347       37,248
      (Gain) Loss on sale of assets ..................        --         (2,780)
   Change in operating assets and liabilities:
      Decrease (Increase) in Inventory ...............       1,200      (34,130)
      Investments held for sale ......................        --         57,750
      Increase (Decrease) in Accounts payable ........       9,415       16,644
      Increase (Decrease) in Accrued expenses ........       3,652      (11,305)
                                                         ---------    ---------

   Net cash used by operating activities .............     (81,782)    (163,342)
                                                         ---------    ---------

Cash Flows From Investing Activities:
Stockholders loans ...................................        --           (166)
Purchase of property and equipment ...................     (20,553)     (52,699)
                                                         ---------    ---------

Net cash used in investing activities ................     (20,553)     (52,865)
                                                         ---------    ---------

Cash Flows From Financing Activities:
Proceeds from issuance of debt .......................      62,912       26,173
Principle payments on debt ...........................      (3,370)      (8,713)
Proceeds from capital stock issued ...................      26,250      216,250
                                                         ---------    ---------

Net cash provided by (used in) financing activities ..      85,792      233,710
                                                         ---------    ---------

Net increase (decrease) in cash and cash equivalents .     (16,543)      17,503
Cash and cash equivalents at beginning of period .....      19,815        2,312
                                                         ---------    ---------

Cash and cash equivalents at end of period ...........   $   3,272    $  19,815
                                                         =========    =========

Supplemental Disclosure of Cash Flow Information:
   Interest ..........................................   $   8,815    $   5,007
   Income taxes ......................................   $     800    $     909

Supplemental Schedule of Non-Cash Investing and Financing Activities: None
---------------------------------------------------------------------

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


                                      F - 6

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

        This summary of  accounting  policies of Phoenix  Media  Group,  Ltd. 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  organized  under  the  laws of the  State  of Utah on
December 5, 1985 as Bullseye  Corp. On June 22, 1992 the name of the Company was
changed to Natural Solutions, Ltd. and the corporate domicile was changed to the
State of Nevada.  On March 25,  1994,  the  Company  name was changed to Phoenix
Media Group, Ltd.

Nature of Business

        The  Company  was formed for the purpose of creating a vehicle to obtain
capital  to  seek  out,  investigate  and  acquire  interests  in  products  and
businesses  which may have potential for profit.  The Company's  objective is to
become a major player in the communications  industry with an emphasis on radio,
television and Internet services.

Cash Equivalents

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

Income Taxes

        The Company  accounts for income taxes under the  provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income  tax  assets  and   liabilities   for  the  expected  future  income  tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.








                                      F - 7

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (CONTINUED)

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

Earnings (Loss) Per Share

        The  reconciliations  of the  numerators and  denominators  of the basic
earnings per share computations are as follows:


                                       For the Year Ended June 30, 2001
                               -------------------------------------------------
                                                                    Per Share
                                   Income           Shares           Amount
                               ---------------  ---------------  ---------------

Basic EPS
Net Income to common
shareholders                   $      (161,021)       7,078,977  $        (0.02)
                               ===============  ===============  ===============


                                       For the Year Ended June 30, 2000
                               -------------------------------------------------
                                                                    Per Share
                                   Income           Shares           Amount
                               ---------------  ---------------  ---------------

Basic EPS
Net Loss to common
shareholders                   $     (226,769)        6,872,443  $        (0.03)
                               ===============  ===============  ===============

Depreciation

        Office furniture,  equipment and leasehold  improvements,  are stated at
cost.  Depreciation and amortization are computed using the straight-line method
over the estimated economic useful lives of the related assets as follows:

               Office furniture                      5-10 years
               Equipment                             5-  7 years
               Office Condominium                    39    years

        Maintenance  and  repairs  are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.




                                      F - 8

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (CONTINUED)

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

Pervasiveness of Estimates

        The  preparation  of financial  statements in conformity  with generally
accepted  accounting   principles  require  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosures  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.

Reclassifications

        Certain   reclassifications   have  been  made  in  the  2000  financial
statements to conform with the 2001 presentation.

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.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

NOTE 2 - CAPITAL TRANSACTIONS

Preferred Stock

        The  Board of  Directors  of the  Company  has the  authority  to fix by
resolution for each particular series of preferred stock the number of shares to
be issued;  the rate and terms on which cumulative or  non-cumulative  dividends
shall be paid; conversion features of the preferred stock; redemption rights and
prices, if any; terms of the sinking fund, if any to be provided for the shares;
voting  powers  of  preferred  shareholders;   and  any  other  special  rights,
qualifications, limitations, or restrictions.

NOTE 3 - INCOME TAXES

        Deferred taxes result from temporary  differences in the  recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  Deferred  benefits of $195,000  and $140,000 for the years ended June
30, 2001 and 2000 respectively, are the result of net operating losses.


                                      F - 9

<PAGE>



                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (CONTINUED)

NOTE 3 - INCOME TAXES (continued):

        The Company has recorded net deferred  income taxes in the  accompanying
balance sheets as follows:


                                                         As at June 30,
                                                    ----------------------------
                                                       2001            2000
                                                    ------------   ------------
Future deductible temporary differences related to
   Reserves, accruals, and net operating losses     $    195,000   $    140,000
Valuation allowance                                     (195,000)      (140,000)
                                                    ------------   ------------
Net Deferred Income Tax                             $       --     $       --
                                                    ============   ============

        As of June 30, 2001,  the Company had a net operating loss ("NOL") carry
forward for income tax reporting purposes of approximately $575,000 available to
offset future taxable  income.  This net operating loss carry forward expires at
various dates  between June 30, 2001 and 2021. A loss  generated in a particular
year will  expire for  federal tax  purposes  if not  utilized  within 20 years.
Additionally,  the Internal Revenue Code contains  provisions which could reduce
or limit the  availability  and  utilization of these NOLs if certain  ownership
changes have taken place or will take place.  In accordance with SFAS No. 109, a
valuation allowance is provided when it is more likely than not that all or some
portion of the deferred tax asset will not be realized.  Due to the  uncertainty
with respect to the ultimate  realization of the NOLs, the Company established a
valuation  allowance for the entire net deferred income tax asset of $195,000 as
of June 30, 2001. Also consistent with SFAS No. 109, an allocation of the income
(provision) benefit has been made to the loss from continuing operations.

        The  difference  between the  effective  income tax rate and the federal
statutory  income tax rate on the loss from continuing  operations are presented
below:


                                                             As at June 30,
                                                         ----------------------
                                                            2001        2000
                                                         ----------  ----------

Expense (Benefit) at the federal statutory rate of 34%   $  (55,000) $  (77,000)
Nondeductible expenses ...............................           --         --
                                                         ----------  ----------
Utilization of net operating loss carryforward .......   $   55,000  $   77,000
                                                         ----------  ----------
                                                         $       --  $      --
                                                         ==========  ==========






                                     F - 10

<PAGE>


                            PHOENIX MEDIA GROUP, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (CONTINUED)

NOTE 5 - RELATED PARTY TRANSACTIONS

         During 1997 The Company loaned an officer/director $20,100, interest at
1%,  repayable  at $201 per month for ten months  with a balloon  payment due in
2007. In addition an  officer/director  advanced  $8,000 at 0% interest,  to the
Company.  During 2001, an  officer/director  advanced the Company  $62,912 at 0%
interest.

NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following:


                                                            As at June 30,
                                                      -------------------------
                                                          2001          2000
                                                      -----------   -----------

Mortgage payable with interest at 8.75%,
 payable monthly $393.36, due March 22,
 2026, collateralized by deed of trust .............  $    47,709   $    48,230

Loan payable with interest at 4.9%,
payable monthly $398.81, due July 15, 2004,
collateralized by automotive equipment .............       15,088        17,937
                                                                    ===========

Less Current Maturities ............................       (4,633)       (6,520)
                                                      -----------   -----------

Net Long-term Debt .................................  $    58,164   $    59,647
                                                      ===========   ===========


Annual principal payments on long-term debt are as follows:

               2002                           $   4,886
               2003                               5,154
               2004                               3,333
               2005                                 738
               2006                                 805
               thereafter                     $  44,301

                                     F - 11