<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, 2001
                                     -----------------
  [ ]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                                         86-0852222
------------------------------                 --------------------------
State or other jurisdiction of                 (I.R.S. Employer I.D. No.)
incorporation or organization

8800 North Gainey Center Drive, Scottsdale Arizona, Suite 256    85258
--------------------------------------------------------------- ---------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code (480) 443-0851
                                               ---------------
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
March 21, 2002, of $0.02 per share, the market value of shares held by
nonaffiliates would be $31,380.

     As of March 21, 2002, 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.

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, Jeff Holmes.  The Company has closed down its operation facilities
located in Nevada.  Without current operations, the space provided by Mr.
Holmes 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, 2001.

                                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 2000                 $0.02          $0.02
September 2000                $0.02          $0.02

March 2001                    $0.02          $0.02
June 2001                     $0.02          $0.02
September 2001                $0.02          $0.02
December 2001                 $0.02          $0.02


<PAGE>
<PAGE> 5

     At March 21, 2002, the bid and asked price for the Company's Common Stock
was $0.06 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 March 21, 2002, the
Company had approximately 42 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, 2001, the Company had no assets and liabilities of
$22,839 resulting in negative working capital of $22,839.  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, 2001, the Company had expenses
of $17,947 related to accounting and legal expenses.  Total expenses for 2000
were $11,918 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.  Expenses were higher in 2001 as a result of the Company's
efforts to acquire another corporation.  Although the acquisitions efforts
were not successful, the Company still incurred the cost of legal and
accounting expenses.

     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 $17,947 for the twelve
months ended December 31, 2001, and $11,918 for the twelve months ended
December 31, 2000.  The loss increased in 2001 as the Company explored the
possible merger or acquisition of another company.  These efforts were
subsequently terminated but attorney and accounting cost were incurred.


                     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
   ----           ---      --------       -------------------------
Jeff W. Holmes    48       President and           2001
                           Director

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

     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
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

     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, 2001, 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>
Jeff W. Holmes      2001    -0-     -0-       -0-         -0-      -0-     -0-       -0-
President
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

</TABLE>

     Cash Compensation

     Jeff W. Holmes is the only officer or director and has not been taking
any compensation.

     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 March 15, 2002, 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   Jeff W. Holmes         -------------See Above--------
         All Officers                  650,000               63.54
         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, 2001, 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, Joe Thomas, the original founder of the
Company 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, 2001                         F-4

Statements of Operations for the fiscal years ended December
31, 2001, and 2000                                             F-5

Statements of Stockholders' Equity for the years ended
December 31, 2001, and 2000, and  from inception               F-6

Statements of Cash Flows for the fiscal years ended
December 31, 2001, and 2000                                    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: March 21, 2002            By: Jeff W. Holmes, President and Director
                                   (Principal Executive and Accounting
                                    Officer)


<PAGE>
<PAGE> F-1















                               BARBECUE CAPITAL CORP.
                            (A Development Stage Company)

                               FINANCIAL STATEMENTS

                                December 31, 2001



<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> F-3



                         INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Barbecue Capital Corp.
(A Development Stage Company)
Scottsdale, Arizona


We have audited the accompanying balance sheet of Barbecue Capital Corp. (a
development stage company) as of December 31, 2001 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years
ended December 31, 2001 and 2000 and from inception on December 18, 1996
through December 31, 2001.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  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, 2001 and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000
and from inception on December 18, 1996 through December 31, 2001 in
conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 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
February 13, 2002

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

                                   ASSETS

                                                    December 31,
                                                        2001
                                                    -----------

CURRENT ASSETS

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

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



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts Payable                                  $    14,921
  Accounts payable - related party (Note 5)               7,918
                                                    -----------

    Total Liabilities                                    22,839
                                                    -----------

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                                                (74,233)
                                                    -----------

    Total Stockholders' Equity                          (22,839)
                                                    -----------

    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,
                                             ------------        ------------
                                         2001            2000         2001
                                         ----            ----         ----


REVENUE                              $     -        $     -        $   -

EXPENSES                                 17,947         11,918     $ 74,233
                                     ==========     ==========     ========

NET LOSS                             $  (17,947)    $  (11,918)    $(74,233)
                                     ==========     ==========     ========

BASIC LOSS PER SHARE                 $    (0.02)    $    (0.01)
                                     ==========     ==========

WEIGHTED AVERAGE
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)

Net loss for the year ended
December 31,2001                                -             -              -           (17,947)
                                        ------------   ------------   ------------  ------------
Balance, December 31, 2000                 1,023,000   $      1,023  $      50,371   $   (74,233)
                                        ============   ============  =============   ===========
</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,
                                                                        2001        2000          2001
                                                                     ----------   ----------   ----------
<S>                                                               <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss                                                           $   (17,947) $  (11,918)  $ (74,233)
 Adjustments to reconcile net loss to
   net cash (used) by operating
   activities:
    Amortization expense                                                   -             -          495
    Disposal of prototype                                                  -             -        1,500
Change in operating assets and liabilities:
    Increase (decrease) in accounts payable
     and accounts payable - related party                                17,947       2,642      22,839
                                                                     ----------   -----------  ----------
Net Cash (Used) by Operating Activities                                    -         (9,276)    (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
                                                                     ----------   -----------  ----------

(DECREASE)IN CASH                                                          -         (9,276)        -

CASH AND CASH BEGINNING OF PERIOD                                          -          9,276         -
                                                                     ----------   ----------   ----------

CASH AT END OF PERIOD                                                $     -             -          -
                                                                     ==========   ==========   ==========

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, 2001 and 2000

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, 2001, the Company had net operating loss carryforwards of
approximately $74,000 that may be offset against future taxable income through
2021.  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,
                                                 -------------------------
                                                  2001               2000
                                                ----------      -----------

Income tax benefit at statutory rate            $   6,460      $      4,529
Change in valuation allowance                      (6,460)           (4,529)
                                                ----------      ------------
                                                $     -        $         -
                                                ==========      ============

<PAGE>
<PAGE> F-9

BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2001 and 2000

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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,
                                                 ---------------------------
                                                  2001               2000
                                                -----------      ------------

Income tax benefit at statutory rate            $  27,849        $   21,389
Change in valuation allowance                     (27,849)          (21,389)
                                                -----------      -----------
                                                $     -          $     -
                                                ===========      ===========

b.  Income Taxes (Continued)

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,
                                                 ------------------------
                                                 2001               2000
                                               ---------          --------

Numerator: Net loss                           $ (17,947)         $ (11,918)

Denominator: (weighted average number
 of shares outstanding)                       1,023,000          1,023,000
                                              ----------         ----------
Basic loss per share                          $   (0.02)         $   (0.01)
                                              ==========         ==========

<PAGE>
<PAGE> F-10

BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2001 and 2000

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.

g.  Newly Issued Accounting Pronouncements

SFAS No.'s 141 and 142 -- In June 2001, the Financial Accounting Standards
Board (FASB) adopted Statement of Financial Accounting Standards SFAS No. 141
is effective as to any business combination occurring after June 30, 2001 and
certain transition provisions that affect accounting for business combinations
prior to June 30, 2001 are effective as of the date that SFAS No.142 is
applied in its entirety, which was September 30, 2001.

SFAS No. 141 provides standards for accounting for business combinations.
Among other things, it requires that only the purchase method of accounting be
used and that certain intangible assets acquired in a business combination
(i.e. those that result from contractual or other legal rights or are
separable) be recorded as an asset apart from goodwill.  The transition
provisions require that an assessment be made of previous business
combinations and, if appropriate, reclassifications be made to or from
goodwill to adjust the recording of intangible assets such that the criteria
for recording intangible assets apart from goodwill is applied to the previous
business combinations The adoption of this principle had no material effect on
the company's financial statements.

SFAS No. 142 provides, among other things, that goodwill and intangible assets
with indeterminate lives shall not be amortized.  Goodwill shall be assigned
to a reporting unit and annually assessed for impairment.  Intangible assets
with determinate lives shall be amortized over their estimated useful lives,
with the useful lives reassessed continuously, and shall be assessed for
impairment under the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed of."  Goodwill is also assessed
for impairment on an interim basis when events and circumstances warrant.
Upon adoption of SFAS No. 142, the Company will assess whether an impairment
loss should be recognized and measured by comparing the fair value of the
reporting unit' to the carrying value, including goodwill.  If the carrying
value exceeds fair value, then the Company will compare the implied fair value
of the goodwill (as defined in SFAS No. 142) to the carrying amount of the
goodwill.  If the carrying amount of the goodwill exceeds the implied fair
value, then the goodwill be adjusted to the implied fair value.

<PAGE>
<PAGE> F-11

BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2001 and 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

g.  Newly Issued Accounting Pronouncements (Continued)

SFAS No. 143 --  On August 16, 2001, the FASB issued SFAS No. 143, "Accounting
for Asset Retirement Obligations," which is effective for fiscal years
beginning after June 15, 2002.  It requires that obligations associated with
the retirement of a tangible long-lived asset be recorded as a liability when
those obligations are incurred, with the amount of the liability initially
measured at fair value.  Upon initially recognizing for an accrued retirement
obligation, an entity must capitalize the cost by recognizing an increase in
the carrying amount of the related long-lived asset.  Over time, the liability
is accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset.  Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain o loss upon settlement.

While the Company has not completed the process of determining the effect of
this new accounting pronouncement on its consolidated financial statements,
the Company currently expects that the effect of SFAS No. 143 on the Company's
financial statements, when it becomes effective, will not be significant.

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 the year ended December 31, 2001, an officer of the Company advanced a
total of $7,918 to the Company to pay operating expenses.  The amount is
non-interest bearing, unsecured and due on demand.
The accompanying notes are an integral part of these financial statements.