<PAGE> 1
                                 UNITED STATES
                       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       December 31, 2000
                                     -----------------
  [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

        For the transition period from          to
                                       --------    ----------
                Commission File Number       0-25951
                                            ----------

                         Barbecue Capital Corp.
              --------------------------------------------------
              (Exact name of registrant as specified in charter)

        Nevada                                         87-0616538
------------------------------                 --------------------------
State or other jurisdiction of                 (I.R.S. Employer I.D. No.)
incorporation or organization

 3250 Platte River Court, Reno, Nevada                           89503
--------------------------------------------------------------- ---------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code (775) 747-6398
                                               ---------------
Securities registered pursuant to section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
        None                                             N/A
-------------------                  -----------------------------------------

Securities registered pursuant to section 12(g) of the Act:

                    Common Stock, par value $0.001 per share
                    ----------------------------------------
                             (Title of class)

  Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1)  Yes [X]  No [ ]  (2)  Yes[X]  No  [ ]

  Check if disclosure of delinquent filers in response 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.    [ ]



<PAGE> 2

  State issuer's revenues for its most recent fiscal year: $-0-

  State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:  The Company does not have an active trading market and it is,
therefore, difficult, if not impossible, to determine the market value of the
stock.  Based on the bid price for the Company's Common Stock at April 13,
2001, of $0.02 per share, the market value of shares held by nonaffiliates
would be $10,460.

  As of April 13, 2001, the Registrant had 1,023,000 shares of common stock
issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
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 other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933:  NONE


<PAGE>
<PAGE> 3

                                    PART I

                      ITEM 1. DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
-------------------------------------------------

     This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management.
Statements in this periodic report that are not historical facts are hereby
identified as "forward-looking statements," including discussions on mergers
and acquisitions, for the purpose of the safe harbor provided by Section 21E
of the Exchange Act and Section 27A of the Securities Act.

HISTORY AND ORGANIZATION
------------------------

     The Company was incorporated in Nevada on December 18, 1996, to engage in
the manufacture and distribution of commercial size barbecues for individual,
groups, and restaurant use.  After the Company was formed, management sought
capital to commence marketing and production of its barbecues.  In May 1998,
the Company raised $52,300 through the sale of shares of its common stock at
an offering price of $0.10 per share.  The proceeds of the offering were used
to develop additional barbecue prototypes and commence manufacturing and
marketing of the barbecues.

     After two seasonal business cycles of trying to develop a market for the
Company's barbecues, management of the Company determined that without
significant additional funding, the Company would not be able to compete in
the barbecue business.  Accordingly, after several unsuccessful attempts to
obtain additional capital, the Company determined that it was in the Company's
and its shareholders best interest to cease the barbecue business and search
for alternative businesses while the Company was still solvent.

CURRENT BUSINESS
----------------

     Since discontinuing its prior barbecue operations, the Company has been
seeking a business opportunity to enter including the possibility of an
acquisition or merger with an existing operating business.  The Company does
not propose to restrict its search for a business opportunity to any
particular industry or geographical area and may, therefore, engage in
essentially any business in any industry.  The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions, and other
factors.

     The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources, it
may be difficult to find good opportunities.  There can be no assurance that
the Company will be able to identify and acquire any business opportunity

<PAGE>
<PAGE> 4

which will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business opportunity based
on management's business judgment.

     The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote,
or approval of the Company's shareholders.  The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.  The
Company has had to rely on loans from stockholders and stock sales to fund its
operations.


                  ITEM 2. DESCRIPTION OF PROPERTIES

     The Company's administrative offices are provided by the Company's
president, Kim Farran.  The Company has closed down its operation facilities
located in Nevada.  Without current operations, the space provided by Mr.
Farran is adequate for the Company's needs.

                        ITEM 3. LEGAL PROCEEDINGS

     None.

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

     No matters were submitted to a vote of shareholders of the Company during
the fourth quarter of the fiscal year ended December 31, 2000.

                                PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is quoted on the National Association of
Securities Dealers Electronic Bulletin Board under the symbol "bbqa."  Set
forth below are the high and low bid prices for the Company's Common Stock for
the last three quarters.  Although the Company's Common Stock is quoted on the
Electronic Bulletin Board it has traded sporadically with no real volume.
Consequently, the information provided below may not be indicative of the
Company's Common Stock price under different conditions.

Quarter Ended                High Bid        Low Bid
-------------                --------        -------
December 1999                 $0.02          $0.02
September 1999                $0.02          $0.02

March 2000                    $0.02          $0.02
June 2000                     $0.02          $0.02
September 2000                $0.02          $0.02
December 2000                 $0.02          $0.02

March 30, 2001                $0.02          $0.02


<PAGE>
<PAGE> 5

     At April 13, 2001, the bid and asked price for the Company's Common Stock
was $0.02 and $0.07 respectively.  All prices listed herein reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not represent actual transactions.  Since its inception, the Company has not
paid any dividends on its Common Stock, and the Company does not anticipate
that it will pay dividends in the foreseeable future. At April 13, 2001, the
Company had approximately 47 shareholders.

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

OVERVIEW
--------

     Since its organization, the Company has not produced revenue and in 1999
was forced to shut down its barbecue operations.  Since ceasing its
operations, the Company has been unable to locate another business opportunity
and currently has no material operations.

     Management of the Company believes the best chance to obtain value for
its shareholders is to seek a merger or acquisition with an existing business.
At this time, management has been unable to locate any potential mergers or
acquisitions.

     The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others.  If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable.  Further, even if an agreement
is reach for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in the loss to the Company of all related costs incurred.

     Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable.

     If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition.  Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders due to the issuance of stock to acquire such an opportunity.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     As of December 31, 2000, the Company had no assets and liabilities of
$4,892 resulting in negative working capital of $4,892.  The Company has only
incidental ongoing expenses primarily associated with maintaining its
corporate status and maintaining the Company's reporting obligations to the
Securities and Exchange Commission.

<PAGE>
<PAGE> 6

     For the twelve months ended December 31, 2000, the Company had expenses
of $11,918 related to accounting, legal and salary for a prior officer as well
as expenses for rent from the prior officer.  Total expenses for 1999 were
$30,724 as the barbecue business was closed down in 1999.  Management
anticipates only nominal continuing expenses, primarily associated with the
reporting obligations with the SEC and investigating potential business
opportunities.

     Since inception the Company has not generated revenue, and it is unlikely
that any revenue will be generated until the Company locates a business
opportunity with which to acquire or merge.  Management of the Company will be
investigating various business opportunities.  These efforts may cost the
Company not only out of pocket expenses for its management but also expenses
associated with legal and accounting cost.  There can be no guarantee that the
Company will receive any benefits from the efforts of management to locate
business opportunities.  The Company's financial statements contain a going
concern emphasize by the Company's auditors regarding's the Company's ability
to continue in business.  The Company will have to continue to rely on loans
from management and principal shareholders to fund its operations.

     The Company has had no employees since it ceased its barbecue operations.
Management does not anticipate employing any employees in the future until a
merger or acquisition can be accomplished.  Management will continue to rely
on outside consultants to assist in its corporate filing requirements.

RESULTS OF OPERATIONS
---------------------

     The Company has had no revenue since inception and lost money on its
barbecue operations.  In September 1999, the barbecue operations were
terminated.  However, the Company has spent almost all of its money trying to
develop the barbecue operations and has been left with little capital to
pursue other business interest.  The Company lost $11,918 for the twelve
months ended December 31, 2000, and $30,724 for the twelve months ended
December 31, 1999.


                     ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company are set forth immediately
following the signature page to this Form 10-KSB.


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


     The Company has had no disagreements with its certified public
accountants with respect to accounting practices or procedures or financial
disclosure.

<PAGE>
<PAGE> 7

                                PART III


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


     The following table sets forth as of April 13, 2001, the name, age, and
position of each executive officer and director and the term of office of each
director of the Company.

   Name           Age      Position       Director of Officer Since
   ----           ---      --------       -------------------------
Kim Farran         47       President and           2000
                            Director

     Set forth below is certain biographical information regarding the
Company's executive officer and director.

     Kim Farran has been a firefighter for the city of Reno since 1979.  Mr.
Farran also has engaged in general business consulting and has served as an
officer and director of several private corporations.  Mr. Farran attended the
University of Utah and has a degree in firefighter science from Truckee
Meadows Community College.

Key Consultant
--------------

     Jeff Holmes has been a general partner in the partnership of Blosch and
Holmes, LLC, a business consulting and private venture funding general
partnership since 1984.  Mr. Holmes is a managing partner of the Scottsdale
Equity Growth Fund, LLC, which is a private equity fund engaged in financing
Internet related and technology companies.  Mr. Holmes is a managing partner
of DMG Advisors, LLC which provides consulting to private and public
companies.  Mr. Holmes also served as the chairman of the board of directors
of Ion Laser Technology, a medical device company listed on the American Stock
Exchange.  Mr. Holmes graduated from the University of Utah in 1976 with a
Bachelor of Science degree in Marketing and Management.

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

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

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

<PAGE>
<PAGE> 8

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

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

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

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

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

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

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Kim Farran, the Company's only officer and director, filed a form 3 late
and Jeff Holmes filed a form 3 late.

                   ITEM 10.  EXECUTIVE COMPENSATION

                       SUMMARY COMPENSATION TABLE
     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at December 31, 2000, the

<PAGE>
<PAGE> 9

end of the Company's last completed fiscal year):

<TABLE>
<CAPTION>
                                                  Long Term Compensation
                                                  ----------------------
                         Annual Compensation              Awards         Payouts
                                            Other      Restricted
Name and                                   Annual      Stock     Options LTIP     All other
Principal Position Year  Salary  Bonus($) Compensation Awards   /SARs   Payout  Compensation
------------------ ----  ------  -------- ------------ ------   ------- ------  ------------
<S>              <C>     <C>    <C>      <C>          <C>      <C>     <C>     <C>
Kim Farran          2000    -0-     -0-       -0-         -0-      -0-     -0-       -0-
President
Joe Thomas          1999   $1,500   -0-       -0-         -0-      -0-     -0-       -0-
President and CEO   1998   $1,500   -0-       -0-         -0-      -0-     -0-       -0-

</TABLE>

     Cash Compensation

     Joe Thomas is the only officer or director to receive any cash
compensation.  Mr. Thomas was paid $1,500 for his services.

     Bonuses and Deferred Compensation

      None.

     Compensation Pursuant to Plans.

      None.

     Pension Table

      None.

     Other Compensation

      None.

     Compensation of Directors.

      None.

     Termination of Employment and Change of Control Arrangement

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

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of April 13, 2001, the name and the
number of shares of the Company's Common Stock, par value $0.001 per share,
held of record or beneficially by each person who held of record, or was known

<PAGE>
<PAGE> 10

by the Company to own beneficially, more than 5% of the 1,023,000 issued and
outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as a group.

Title
 of          Name of            Amount and Nature of     Percentage
Class    Beneficial Owner       Beneficial Ownership(1)   of Class
-----    ----------------       --------------------     ----------
Common   Jeff Holmes (2)               650,000               63.54
         8800 North Gainey
         Center Drive, Suite 256
         Scottsdale, Arizona 85258
         Tom Hoffer                     86,000                8.40
         8800 North Gainey
         Center Drive, Suite 256
         Scottsdale, Arizona 85258

OFFICERS, DIRECTORS AND NOMINEES:
Common   Kim Farran                     50,000                4.89
         All Officers                   50,000                4.89
         and Directors
         as a Group (1 person)
[FN]
(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively.  All shares owned directly are owned beneficially and of record
and such shareholder has sole voting, investment, and dispositive power,
unless otherwise noted.
(2) Mr. Holmes owns 500,000 shares in his IRA and 50,000 shares individually.
Two of Mr. Holmes children, who live with him, own 50,000 shares each in a
trust.
</FN>

          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                   TRANSACTIONS WITH MANAGEMENT AND OTHERS.

     During the fiscal year ended December 31, 2000, there were no material
transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transactions, or series
of similar transactions, to which the Company was or is to be party, in which
the amount involved exceeds $60,000, and in which any director or executive
officer, or any security holder who is known by the Company to own of record
or beneficially more than 5% of any class of the Company's common stock, or
any member of the immediate family of any of the foregoing persons, has an
interest.

     CERTAIN BUSINESS RELATIONSHIPS

     During the fiscal year ended December 31, 2000, there were no material
transactions between the Company and its management of principal shareholders.

     INDEBTEDNESS OF MANAGEMENT

     There were no material transactions, or series of similar transactions,
since the beginning of the Company's last fiscal year, or any currently
proposed transactions, or series of similar transactions, to which the Company
was or is to be a party, in which the amount involved exceeds $60,000 and in

<PAGE>
<PAGE> 11

which any director or executive officer, or any security holder who is known
to the Company to own of record or beneficially more than 5% of any class
of the Company's common stock, or any member of the immediate family of any of
the foregoing persons, has an interest.

     TRANSACTIONS WITH PROMOTERS

     After incorporating the Company, Mr. Thomas was issued 500,000 shares of
the Company's common stock for $10,000.

             ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)(1)FINANCIAL STATEMENTS.  The following financial statements are included
in this report:

Title of Document                                              Page
-----------------                                              ----
Report of HJ & Associates, LLC Certified Public Accountants    F-3

Balance Sheets as of December 31, 2000, and 1999               F-4

Statements of Operations for the fiscal years ended December
31, 2000, and 1999                                             F-5

Statements of Stockholders' Equity for the years ended
December 31, 2000, and 1999, and  from inception               F-6

Statements of Cash Flows for the fiscal years ended
December 31, 2000, and 1999                                    F-7

Notes to Financial Statements                                  F-8

 (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:

     None.

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

              SEC
Exhibit     Reference
Number       Number     Title of Document           Location
-------     ---------   -----------------           -------------
Item 3      Articles of Incorporation and Bylaws

 3.01           3       Articles of Incorporated      Incorporation
                                                      by reference*

 3.02           3       Bylaws                        Incorporated
                                                      by reference*

Item 4      Instruments Defining the Rights of Security Holders
-------     ---------------------------------------------------
 4.01           4       Specimen Stock Certificate    Incorporated
                                                      by reference*
*  Incorporated by reference from the Company's registration statement on form
10-SB filed with the Commission, SEC file no. 0-25951.

<PAGE>
<PAGE> 12

                                SIGNATURES


     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 and on the dates indicated:

                                Barbecue Capital Corp.


Date: April 16, 2001            By:/s/Kim Farran, President and Director
                                   (Principal Executive Officer)


<PAGE>
<PAGE> F-1















                               BARBECUE CAPITAL CORP.
                            (A Development Stage Company)

                               FINANCIAL STATEMENTS

                                 December 31, 2000



<PAGE>
<PAGE> F-2





                                   CONTENTS


                Independent Auditors' Report                          F-3

                Balance Sheet                                         F-4

                Statements of Operations                              F-5

                Statements of Stockholders' Equity (Deficit)          F-6

                Statements of Cash Flows                              F-7

                Notes to the Financial Statements                     F-8

<PAGE>
<PAGE> F-3





                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Barbecue Capital Corp.
(A Development Stage Company)
Salt Lake City, Utah


We have audited the accompanying balance sheet of Barbecue Capital Corp. (a
development stage company) as of December 31, 2000 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years
ended December 31, 2000 and 1999 and from inception on December 18, 1996
through December 31, 2000.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our 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 Barbecue Capital Corp. (a
development stage company) as of December 31, 2000 and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999
and from inception on December 18, 1996 through December 31,  2000 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date which together raise substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 3.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.




HJ & Associates, LLC
Salt Lake City, Utah
April 10, 2001


<PAGE>
<PAGE> F-4
                             BARBECUE CAPITAL CORP.
                         (A Development Stage Company)
                                BALANCE SHEETS

                                   ASSETS

                                                    December 31,
                                                        2000
                                                    -----------

CURRENT ASSETS

  Cash                                              $      -
                                                    -----------

    Total Current Assets                                   -
                                                    -----------
    TOTAL ASSETS                                    $      -
                                                    ===========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts Payable                                  $       915
  Accounts payable - related party (Note 5)               3,977
                                                    -----------

    Total Liabilities                                     4,892
                                                    -----------

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $.001 par value, authorized
   25,000,000 shares; 1,023,000 shares issued
   and outstanding                                        1,023
 Additional paid in capital                              50,371
 Deficit accumulated during the development
   stage                                                (56,286)
                                                    -----------

    Total Stockholders' Equity                           (4,892)
                                                    -----------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $      -
                                                    ===========




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

<PAGE>
<PAGE> F-5
                             BARBECUE CAPITAL CORP.
                         (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                 (Unaudited)





                                                                     From
                                                                 Inception on
                                               For the           December 18,
                                             Years Ended         1996 Through
                                             December 31,        December 31,
                                             ------------        ------------
                                         2000            1999         2000
                                         ----            ----         ----


REVENUE                              $     -        $     -        $   -

EXPENSES                                 11,918         30,724     $ 56,286
                                     ==========     ==========     ========

NET LOSS                             $  (11,918)    $  (30,724)    $(56,286)
                                     ==========     ==========     ========

BASIC LOSS PER SHARE                 $    (0.01)    $    (0.03)
                                     ==========     ==========

BASIC NUMBER OF SHARES
OUTSTANDING                           1,023,000      1,023,000
                                     ==========     ==========

















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

<PAGE>
<PAGE> F-6
                             BARBECUE CAPITAL CORP.
                         (A Development Stage Company)
                       Statement of Stockholders' Equity



<TABLE>
<CAPTION>

                                                                                      Deficit
                                                                                    Accumulated
                                                                      Additional    During the
                                               Common Stock             Paid in     Development
                                          Shares           Amount       Capital       Stage
                                        ------------   ------------  ------------   ------------
<S>                                  <C>            <C>           <C>            <C>

Inception, December 18,1996             $       -      $       -     $       -      $       -

Common stock issued for
 cash at $0.02 per share                     500,000            500         9,500           -

Net loss from inception on
 December 18, 1996 through
 December 31, 1996                              -              -             -              -
                                        ------------   ------------  ------------   ------------


Balance, December 31, 1996                   500,000            500         9,500           -

Net loss for year ended
  December 31, 1997                             -              -             -              (458)
                                        ------------   ------------  ------------   ------------

Balance, December 31, 1997                   500,000            500         9,500           (458)

Common stock issued for cash at
 $0.10 per share                             523,000            523        51,777           -

Stock offering costs                            -              -          (10,906)          -

Net loss for the year ended
 December 31, 1998                              -              -             -           (13,186)
                                        ------------   ------------  ------------   ------------

Balance, December 31, 1998                 1,023,000          1,023        50,371        (13,644)

Net loss for the nine year ended
 December 31, 1999                             -              -             -            (30,724)
                                        ------------   ------------  ------------   ------------
Balance December 31, 1999                  1,023,000         1,023         50,371        (44,368)

Net loss for the year ended
December 31,2000                                -             -              -           (11,918)
                                        ------------   ------------   ------------  ------------
Balance, December 31, 2000                 1,023,000   $      1,023  $      50,371   $   (56,286)
                                        ============   ============  =============   ===========
</TABLE>






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

<PAGE>
<PAGE> F-7
                             BARBECUE CAPITAL CORP.
                         (A Development Stage Company)
                            STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                                    From
                                                                            For the             Inception on
                                                                           Years Ended          December 18,
                                                                          December 31,          1996 Through
                                                                     ----------------------     December 31,
                                                                        2000        1999          2000
                                                                     ----------   ----------   ----------
<S>                                                               <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss                                                           $   (11,918) $    (30,724)  $ (562861)
 Adjustments to reconcile net loss to
   net cash (used) by operating
   activities:
    Amortization expense                                                   -             -            495
    Disposal of prototype                                                  -            1,500       1,500
Change in operating assets and liabilities:
    Increase (decrease) in accounts payable
     and accounts payable - related party                                 2,642         2,250       4,892
                                                                     ----------   -----------  ----------
Net Cash (Used) by Operating Activities                                  (9,276)      (26,974)    (49,399)
                                                                     ----------   -----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Development of prototype                                                 -            -          (1,500)
  Organization costs incurred                                              -            -            (495)
                                                                     ----------   ----------   ----------
   Net Cash (Used) by Investing
    Activities                                                             -            -          (1,995)
                                                                     ----------   ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Stock offering costs                                                     -            -         (10,906)
  Issuance of common stock for cash                                        -            -          62,300
                                                                     ----------   -----------  ----------
  Net Cash Provided by Financing Activities                                -            -          51,394
                                                                     ----------   -----------  ----------

INCREASE (DECREASE)IN CASH
AND CASH EQUIVALENTS                                                     (9,276)     (26,974)        -

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                                                       9,276       36,250         -
                                                                     ----------   ----------   ----------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                                                        $                 9,276         -
                                                                     ==========   ==========   ==========

Cash Paid For:

  Interest                                                           $    -       $     -      $     -
  Income taxes                                                       $    -       $     -      $     -



</TABLE>


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

<PAGE>
<PAGE> F-8

                        BARBECUE CAPITAL CORP.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                     December 31, 2000 and 1999

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
-------------------------------------------------
The Company was incorporated in Nevada on December 18, 1996, to engage in the
manufacturing and distribution of commercial size barbeques for individual,
groups, and restaurant use.  After two seasonal business cycles of trying to
develop a market for the Company's barbecues, management of the Company
determined that without significant additional funding, the Company would not
be able to compete in the barbecue business.  Accordingly, after several
unsuccessful attempts to obtain additional capital, the Company determined
that it was in the Company's and it's shareholders best interest to cease the
barbecue business and search for alternative business while the Company was
still solvent.

The Company has authorized 25,000,000 shares of $0.001 par value common stock.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
a. Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.  The Company has elected a December 31 year end.

b. Income Taxes

At December 31, 2000, the Company had net operating loss carryforwards of
approximately $56,000 that may be offset against future taxable income through
2020.  No tax benefits has been reported in the financial statements, because
the potential tax benefits of the net operating loss carry forwards are offset
by a valuation allowance of the same amount.

Deferred tax assets (liabilities) are comprised of the following:

                                                    For the Years Ended
                                                       December 31,
                                                       ------------
                                                  2000              1999
                                                  ----              ----

Income tax benefit at statutory rate           $21,389           $16,860
Change in valuation allowance                  (21,389)          (16,860)
                                               -------           -------
                                               $  -              $  -
                                               =======           =======

<PAGE>
<PAGE> F-9

                             BARBECUE CAPITAL CORP.
                         (A Development Stage Company)
                        Notes to the Financial Statements
                          December 31, 2000 and 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------
b.  Income Taxes (Continued)

The income tax benefit differs from the amount computed at federal statutory
rates of approximately 38% as follows:
                                                   For the Years Ended
                                                      December 31,
                                                      ------------
                                                 2000              1999
                                                 ----              ----

Income tax benefit at statutory rate           $4,529           $11,675
Change in valuation allowance                  (4,529)          (11,675)
                                               ------           -------
                                               $ -              $  -
                                               ======           =======

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in the future.

c. Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

d. Estimates

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

e.  Basic Loss Per Share

                                                      For the Years Ended
                                                          December 31,
                                                          ------------
                                                    2000                1999
                                                    ----                ----
Numerator: Net loss                           $  (11,918)         $  (30,724)

Denominator: (weighted average number
 of shares outstanding)                        1,023,000           1,023,000
                                              ----------          ----------
Basic loss per share                          $    (0.01)         $    (0.03)
                                              ==========          ==========

<PAGE>
<PAGE> F-10

                             BARBECUE CAPITAL CORP.
                         (A Development Stage Company)
                        Notes to the Financial Statements
                          December 31, 2000 and 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------
e.  Basic Loss Per Share (Continued)

Dilutive loss per share is not presented as there are no potentially dilutive
items outstanding.

f.  Revenue Recognition

A revenue recognition policy will be established when planned principal
operations commence.

NOTE 3 - GOING CONCERN
----------------------
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern.  The Company is
seeking a merger with an existing operating company.  Currently, management is
committed to cover all operating and other costs until sufficient revenues are
generated.

NOTE 4 - STOCK TRANSACTIONS
---------------------------
On December 31, 1996, the Board of Directors authorized a stock issuance
totaling 500,000 shares to officers of the Company for cash consideration of
$10,000.

The Company has issued to the public, 523,000 shares of its common stock at
$0.10 per share. The costs of the stock offering of $10,906 were charged
against the proceeds of the offering.

NOTE 5 - RELATED PARTY TRANSACTIONS

During 1998, the Company agreed to pay an officer of the Company $500 per
month as consulting fees for the development of its prototype barbecue grill.
During September 1999, the Company abandoned the development of its barbecue
grill and stopped paying consulting fees.  Consulting fees for the years ended
December 31, 2000 and 1999 amounted to $-0- and $4,500, respectively.

During 1998, the Company agreed to pay an officer of the Company $300 per
month for the use of his garage to develop the prototype barbecue grill.
During September 1999, the Company abandoned the development of its barbecue
grill and stopped paying rent.  Rent expense for the years ended December 31,
2000 and 1999 amounted to $-0- and $2,700, respectively.

During the year ended December 31, 2000, an officer of the Company advanced a
total of $3,977 to the Company to pay operating expenses.  The amount is non-
interest bearing, unsecured and due on demand.