U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 10-KSB


                    [X[ ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT
                   For the Fiscal Year Ended December 31, 2000


                           Commission file No. 0-28985

                           MILLENNIA TEA MASTERS, INC.

           (Name of Small Business Issuer as specified in its Charter)

                        2591 Dallas Parkway, Suite 102
      Texas                     Frisco, TX 75034                  75-2785941
(State or Other    (Address of Principal Executive Office,  (IRS Employer
 Jurisdiction                 including Zip Code)            Identification No.)
 of incorporation)

                                 (469) 633-0100
              (Registrant's telephone number, including area code)

         Securities Registered under Section 12(b) of the Exchange Act:


         Title of each Class           Name of Each Exchange on which Registered
         -------------------           -----------------------------------------

                None                                     None

Securities  registered  Under Section  12(g) of the exchange Act:  Common Stock,
$0.001 Par Value

Check  whether  the issuer  (1) has 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.
Yes X   No
   ---    ---

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

State issuer's revenues for its most recent fiscal year:  $629.00

The aggregate market value of the voting stock held by  non-affiliates  computed
by reference to the average bid and asked prices of such stock,  as of March 15,
2001 was - 0 -. There is no public market for the Company's common stock.

As of March 15, 2001 the issuer had 1,730,939  shares of common stock issued and
outstanding.


                                       1
<PAGE>

Caution Regarding Forward-Looking Information
---------------------------------------------

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate",   "believe",   "estimate",   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated.,  believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

                                     PART I

Item 1.  Description of Business.
---------------------------------

General

The  Company was  incorporated  on August 4, 1998 under the laws of the State of
Texas and shortly  thereafter  commenced  its  operations as an importer of high
quality tea products from Sri Lanka.

Item 2.  Description of Property.
---------------------------------

         The Company has no properties.


Item 3.  Legal Proceedings.
---------------------------

         The Company is not a party to any material pending litigation nor is it
aware of any threatened legal proceeding.

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

         No matters were  submitted to securities  holders during the year ended
December 31, 2000


                                     PART II

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

Market Information

         As of March 15,  2001,  there is no  public  market  for the  Company's
common stock.

         Dividend Policy

         The Company has never paid any  dividends  on its common stock and does
not have any current plan to pay any dividends in the foreseeable future.


                                       2
<PAGE>

Item 6.  Management's Discussion and Analysis of Financial Condition and Plan of
--------------------------------------------------------------------------------
Operation.
----------

Discussion of Financial Condition

         The Company commenced  operations during the fourth quarter of 1998 and
has  focused  significant  resources  through  December  2000 in  procuring  and
importing inventory and developing sales and distribution channels. Accordingly,
the Company has  generated  only  minimal  revenues and  experienced  cumulative
losses of approximately $148,000.

During this  start-up  phase,  the Company is dependent  upon the sale of common
stock and advances from  affiliates to provide  working  capital.  The Company's
continued  existence is dependent upon its ability to generate  sufficient  cash
flows  from  operations  to  support  its daily  operations  as well as  provide
sufficient  resources to retire any incurred liabilities and/or obligations on a
timely basis.

It is the intent of  management  and  significant  shareholders  to provide  the
sufficient working capital necessary to support the viability of the Company for
the foreseeable future.

The Company's independent auditor, S.W. Hatfield, CPA, expressed, in his opinion
on the Company's audited financial statements, doubt about the Company's ability
to continue as a going  concern.  Reference is made to the Report of Independent
Certified Public Accountants included elsewhere in this report.

Item 7.  Financial Statements.
------------------------------
                                                                        Page

Report of Independent Certified Public Accountants                      F-3

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

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

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

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


Notes to Financial Statement                                            F-8




ITEM 8.  Changes and  Disagreements with Accountants on Accounting and Financial
--------------------------------------------------------------------------------
Disclosures.
------------

None


                                       3
<PAGE>

                                    PART III

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

The following table sets forth the officers and directors of the Company.

Name                     Position                                           Age
----                     --------                                           ---

Kevin B. Halter          Chairman, President, CEO & Director                65
Kevin B. Halter Jr.      Vice President, Secretary, Treasurer & Director    40

Set forth below is a description of the  backgrounds of each of the officers and
directors of the Company.

Kevin B. Halter has served as Chairman, President, Chief Executive Officer and a
director of the Company since August 1998.  Mr. Halter has served as Chairman of
the Board and Chief Executive Officer of Halter Capital Corporation, a privately
held  investment  and consulting  company,  since 1987. Mr. Halter has served as
Chairman of the Board and President of Millennia, Inc. and Chairman of the Board
of Digital  Communications  Technology  Corporation  since 1994. Since April 26,
2000 Mr.  Halter has served as Chairman,  President,  Chief  Executive  Officer,
Treasurer and a director of Safetek International, Inc. Mr. Halter is the father
of Kevin B. Halter, Jr.

Kevin B. Halter,  Jr. has served as Vice President,  Secretary,  Treasurer and a
director  of the  Company  since  August  1998.  Mr.  Halter also serves as Vice
President and Secretary of Halter  Capital  Corporation.  He is the President of
Securities  Transfer  Corporation,  a stock transfer company registered with the
Securities and Exchange Commission,  a position that he has held since 1987. Mr.
Halter has served as Vice President, Secretary and a director of Millennia, Inc.
and Digital  Communications  Technology  Corporation since 1994. Since April 26,
2000 Mr. Halter has served as Vice President,  Secretary and director of Safetek
International, Inc. Kevin B. Halter, Jr. is the son of Kevin B. Halter.

All directors hold office until the next annual meeting of the  shareholders  of
the  Company,  and until  their  successors  have been  elected  and  qualified.
Officers serve at the discretion of the Board of Directors.

Item 10. Executive Compensation.
--------------------------------

The Company  pays no  compensation  to its  officers  and  directors  currently.
Executive  management  and  oversight  services are provided to the Company by a
controlling   shareholder.   The  accompanying   financial   statements  reflect
management's estimate of the estimated fair value of the services contributed to
the Company  during  each  fiscal year based on the time and effort  required to
administer the Company's operations and affairs.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

         The  following  table set forth the names and  addresses of each of the
persons known by the Company to own  beneficially 5% or more of the common stock
of the Company,  as well as the common  stock  ownership of each of the officers
and directors of the Company as of January 19, 2001.

Name and Address                Number of Shares        Percentage of Ownership
----------------                ----------------        -----------------------

Kevin B. Halter                     994,500                     57.5%
2591 Dallas Parkway - #102
Frisco, TX 75034


Kevin Halter, Jr.                   100,000 (1)                  5.8%
2591 Dallas Parkway - #102
Frisco, TX 75034


All officers and directors
 as a group                       1,094,500                     63.2%
(2 persons)


Halter Capital Corporation          139,729 (2)                  8.0%
2591 Dallas Parkway - #102
Frisco, TX 75034

                                       4
<PAGE>

        (1)     the shares are owned by K.P. Halter Family Partnership LTD.
        (2)     Halter Capital  Corporation is 100% owned by Kevin B. Halter and
                Kevin Halter, Jr.

Stuart G. Johnston, Jr.             100,831                       5.8%
12001 Shirestone Lane
Dallas, TX 75244

Ronald Robbins                      100,000                       5.8%
6334 N. Vuelta Tajo
Tucson, AZ 85717

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

None

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

Exhibits

None

Reports on Form 8-K

No Current  Report on Form 8-K was filed during the quarter  ended  December 31,
2000

                                   SIGNATURES

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

Dated: March 19, 2001


MILLENNIA TEA MASTERS, INC.

By:  /s/ Kevin B. Halter
------------------------
President, CEO and Director
(Principal Executive Officer)



In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

/s/ Kevin B. Halter                                       March 19, 2001
-------------------
Kevin B. Halter, President, CEO & Director
(Principal Executive Officer)



/s/Kevin B. Halter, Jr.                                   March 19, 2001
-----------------------
Kevin B. Halter
Vice President, Secretary, Treasurer and Director
(Principal Financial Officer)



                                       5
<PAGE>

                                  MILLENNIA TEA
                                  MASTERS, INC.

                              Financial Statements
                                       and
                                Auditor's Report

                           December 31, 2000 and 1999









                               S. W. HATFIELD, CPA
                          certified public accountants

                      Use our past to assist your future sm

<PAGE>

                           MILLENNIA TEA MASTERS, INC.

                                    CONTENTS

                                                                           Page
                                                                           ----

Reports of Independent Certified Public Accountants                         F-3

Financial Statements

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

   Statement of Operations and Comprehensive Income
     for the years ended December 31 2000 and 1999                          F-5

   Statement of Changes in Stockholders' Equity
     for the years ended December 31, 2000 and 1999                         F-6

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

   Notes to Financial Statements                                            F-8






                                                                             F-2

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
Millennia Tea Masters, Inc

We have audited the accompanying  balance sheets of Millennia Tea Masters,  Inc.
(a  Texas  corporation)  as of  December  31,  2000  and  1999  and the  related
statements of operations  and  comprehensive  income,  changes in  stockholders'
equity  and cash  flows for each of the two years then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 Millennia Tea Masters, Inc. as
of December 31, 2000 and 1999 and the related statements of operations,  changes
in stockholders'  equity and cash flows for each of the two years then ended, 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 B to the
financial  statements,  the Company has  experienced  limited sales and incurred
operating  losses  related to its startup and initial  importation of inventory.
The  Company  has been  primarily  dependent  upon the sale of  common  stock to
working capital.  This situation raises a substantial  doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                                 S. W. HATFIELD, CPA
Dallas, Texas
January 11, 2001

                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                           MILLENNIA TEA MASTERS, INC.
                                 BALANCE SHEETS

                           December 31, 2000 and 1999


                                     ASSETS
                                     ------
                                                               2000         1999
                                                             ---------    ---------
<S>                                                          <C>          <C>
Current assets
   Cash on hand and in bank                                  $     616    $     514
   Amounts due from affiliates                                  57,781      117,781
   Inventory                                                   526,423      525,932
                                                             ---------    ---------

   Total current assets                                        584,820      644,227
                                                             ---------    ---------

TOTAL ASSETS                                                 $ 584,820    $ 664,227
                                                             =========    =========



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities
   Accounts payable - trade                                  $    --      $   1,800
                                                             ---------    ---------

   Total liabilities                                              --          1,800
                                                             ---------    ---------


Commitments and contingencies

Stockholders' equity
   Common stock - $0.001 par value
     25,000,000 shares authorized
     1,730,939 shares issued and outstanding                     1,731        1,731
   Additional paid-in capital                                  731,208      731,208
   Accumulated deficit                                        (148,119)     (90,512)
                                                             ---------    ---------

   Total stockholders' equity                                  584,820      642,427
                                                             ---------    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 584,820    $ 644,227
                                                             =========    =========

</TABLE>



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

                                                                             F-4

<PAGE>



                           MILLENNIA TEA MASTERS, INC.
                STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
                     Years ended December 31, 2000 and 1999


                                                      2000           1999
                                                  -----------    -----------

Revenues                                          $       629    $     6,138

Cost of Sales                                             107          2,213
                                                  -----------    -----------

Gross Profit                                              522          3,925
                                                  -----------    -----------

Operating expenses
   Marketing, promotion and product development         1,313         11,806
   Wages and related expenses                           4,269         13,427
   General and administrative expenses                 52,547         53,174
                                                  -----------    -----------

   Total operating expenses                            58,129         78,407
                                                  -----------    -----------

Loss from operations                                  (57,607)       (74,482)

Other income (expense)                                   --             --
                                                  -----------    -----------

Loss before income taxes                              (57,607)       (74,482)

Provision for income taxes                               --             --
                                                  -----------    -----------

Net Loss                                              (57,607)       (74,482)

Other comprehensive income                               --             --
                                                  -----------    -----------

Comprehensive Loss                                $   (57,607)   $   (74,482)
                                                  ===========    ===========

Loss per weighted-average share of common
   stock outstanding, computed on net loss -
   basic and fully diluted                        $     (0.03)   $     (0.04)
                                                  ===========    ===========

Weighted-average number of
   common shares outstanding                        1,730,939      1,726,361
                                                  ===========    ===========





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

                                                                             F-5

<PAGE>

<TABLE>
<CAPTION>

                           MILLENNIA TEA MASTERS, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     Years ended December 31, 2000 and 1999




                               Common Stock       Additional
                               ------------        paid-in   Accumulated
                           # shares     amount     capital     deficit       Total
                          ---------   ---------   ---------   ---------    ---------
<S>                       <C>         <C>         <C>         <C>          <C>
Balances at
   January 1, 1999        1,308,565   $   1,309   $ 308,256   $ (16,030)   $ 293,535

Sales of common stock       422,374         422     422,952        --        422,374

Net loss for the year          --          --          --       (74,482)     (74,482)
                          ---------   ---------   ---------   ---------    ---------

Balances at
   December 31, 1999      1,370,939       1,731     731,208     (90,512)     642,427

Net loss for the year          --          --          --       (57,607)     (57,607)
                          ---------   ---------   ---------   ---------    ---------

Balances at
   December 31, 2000      1,370,939   $   1,731   $ 731,208   $(148,119)   $ 584,820
                          =========   =========   =========   =========    =========

</TABLE>









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

                                                                             F-6

<PAGE>
<TABLE>
<CAPTION>

                           MILLENNIA TEA MASTERS, INC.
                             STATEMENT OF CASH FLOWS
                     Years ended December 31, 2000 and 1999


                                                              2000         1999
                                                            ---------    ---------
<S>                                                         <C>          <C>
Cash flows from operating activities
   Net loss for the year                                    $ (57,607)   $ (74,482)
   Adjustments to reconcile net loss to net
     cash provided by operating activities
       Bad debt expense                                          --           --
       (Increase) Decrease in
         Accounts receivable                                     --           --
         Inventory                                               (491)    (248,097)
       Increase (Decrease) in
         Accounts payable - trade                              (1,800)       1,800
         Sales taxes payable                                     --           (262)
                                                            ---------    ---------

Net cash used in operating activities                         (59,898)    (321,041)
                                                            ---------    ---------


Cash flows from investing activities                             --           --
                                                            ---------    ---------


Cash flows from financing activities
   Advances from/(to) affiliates                               60,000     (155,506)
   Proceeds from sale of common stock                            --        423,375
                                                            ---------    ---------

Net cash provided by financing activities                      60,000      267,869
                                                            ---------    ---------

INCREASE (DECREASE) IN CASH                                       102      (53,172)

Cash at beginning of year                                         514       53,686
                                                            ---------    ---------

Cash at end of year                                         $     616    $     514
                                                            =========    =========

Supplemental disclosure of interest and income taxes paid

   Interest paid for the period                             $    --      $    --
                                                            =========    =========
   Income taxes paid for the period                         $    --      $    --
                                                            =========    =========

</TABLE>



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

                                                                             F-7

<PAGE>

                           MILLENNIA TEA MASTERS, INC.

                          NOTES TO FINANCIAL STATEMENTS


Note A - Organization and Description of Business

Millennia Tea Masters,  Inc.  (Company) was incorporated on August 3, 1998 under
the laws of the State of Texas. The Company was formed to engage  principally in
the marketing and sale of imported teas.

The Company has elected a year-end of December 31 and uses the accrual method of
accounting.

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.

The Company's principal product, imported teas from Sri Lanka, is processed by a
single  unrelated  Sri  Lankan  entity.  In the event of any  disruption  in the
availability of imported teas from Sri Lanka, if any, the Company may experience
a negative  economic  impact.  The Company  believes  that other  processors  of
imported teas of comparable quality and price are available from the same region
and that no interruption of product availability will occur.

Note B - Going Concern Uncertainty

The  Company  commenced  operations  during the  fourth  quarter of 1998 and has
focused  significant  resources through December 2000 in procuring and importing
inventory and  developing  sales and  distribution  channels.  Accordingly,  the
Company has generated only minimal revenues and experienced cumulative losses of
approximately $148,000.

During this  start-up  phase,  the Company is dependent  upon the sale of common
stock and advances from  affiliates to provide  working  capital.  The Company's
continued  existence is dependent upon its ability to generate  sufficient  cash
flows  from  operations  to  support  its daily  operations  as well as  provide
sufficient  resources to retire existing liabilities and obligations on a timely
basis.

Management has taken actions directly related to the generation of product sales
during  Calendar 2001 and  anticipates  that these efforts will be sufficient to
provide  sufficient  resources to sustain its  operations.  Further,  management
believes that its efforts to raise additional capital through the sale of equity
securities  and/or  new debt  financing  will  provide  additional  cash  flows.
However,  there  can be no  assurance  that the  Company  will be able to obtain
additional  funding or, that such  funding,  if  available,  will be obtained on
terms favorable to or affordable by the Company.

Note C - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

                                                                             F-8

<PAGE>

                           MILLENNIA TEA MASTERS, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


Note C - Summary of Significant Accounting Policies - Continued

2.   Inventory
     ---------

     Inventory  consists of imported tea products  from Sri Lanka and are valued
     at the lower of cost or market using the first-in,  first-out  method.  The
     product  life of  imported  teas is  approximately  three  (3)  years  and,
     accordingly,  the Company  anticipates no obsolescence or  deterioration in
     its products' quality.

3    Organization costs
     ------------------

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities"  whereby all  organization
     and   initial   costs   incurred   with  the   incorporation   and  initial
     capitalization of the Company were charged to operations as incurred.

4.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At December 31, 2000 and 1999,  the deferred tax asset and deferred
     tax  liability  accounts,  as  recorded  when  material  to  the  financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of December 31, 2000 and 1999,  the  deferred  tax asset  related to the
     Company's net  operating  loss  carryforward  is fully  reserved.  If these
     carryforwards are not utilized, they will begin to expire in 2018.

5.   Earnings (loss) per share
     -------------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance, whichever is later. As of December 31, 2000 and 1999, the Company
     had no warrants and/or options outstanding.

Note D - Related Party Transactions

As of  December  31,  2000 and  1999,  respectively,  the  Company  has  amounts
receivable from an affiliated  entity and/or officers of  approximately  $57,781
and $117,781. These advances are unsecured, due upon demand and are non-interest
bearing.

Note E - Equity Transactions

In the first quarter of 1999,  the Company sold an aggregate  422,374  shares of
restricted,  unregistered common stock to affiliates and other unrelated parties
at a price of $1.00 per share for aggregate proceeds of approximately $422,374.


                                                                             F-9

<PAGE>
<TABLE>
<CAPTION>

                           MILLENNIA TEA MASTERS, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


Note F - Selected Financial Data (Unaudited)

The following is a summary of the quarterly  results of operations for the years
ended December 31, 2000 and 1999, respectively.

                              Quarter ended  Quarter ended  Quarter ended  Quarter ended  Year ended
                                 March 31       June 30      September 30   December 31   December 31
                              -------------  -------------  -------------  -------------  -----------
<S>                           <C>            <C>            <C>           <C>             <C>
2000
----
   Net revenues               $       262    $        92    $        77    $       198    $       629
   Gross profit                       210             73             62            177            522
   Net loss from operations       (20,292)        (8,673)        (6,997)       (21,645)       (57,607)
   Basic and fully diluted
     earnings per share             (0.01)         (0.01)           nil          (0.01)         (0.03)
   Weighted-average
     number of shares
     outstanding                1,730,939      1,730,939      1,730,979      1,730,939      1,730,979

1999
----
   Net revenues               $     3,115    $     2,284    $     1,187    $      (448)   $     6,138
   Gross profit                     2,056          2,220            111            462          3,925
   Net loss from operations       (23,859)       (10,977)        (9,239)       (30,407)       (74,482)
   Basic and fully diluted
     earnings per share             (0.01)         (0.01)         (0.01)         (0.01)         (0.04)
   Weighted-average
     number of shares
     outstanding                1,331,098      1,349,665      1,544,446      1,730,939      1,726,361

</TABLE>





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