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

                                 FORM 10-KSB

[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 FOR FISCAL YEAR ENDED DECEMBER 31, 2000

                            SPECIAL ACQUISTIONS, INC.
                (Name of small business issuer in its charter)

                          Commission File No. 333-93045

           Nevada                                    33-0852869
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                   Identification No.)

1945 South Poplar Street, Denver, Colorado  80224
(Address of principal executive offices)  (Zip Code)

Issuer's telephone number (303) 758-2803

Securities registered pursuant to Section 12(b) of the Act:
Title of each class               Name of each exchange on which registered
   NONE

Securities registered pursuant to Section 12(g) of the Act:
Title of each class               Name of each exchange on which registered
   NONE

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.
Yes .X. No ...

Check if there is no 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. [x]

Issuer's revenues for its most recent fiscal year: $0

The aggregate market value of the voting and non-voting common equity held by
non-affiliates was $0 since there is no bid and asked price quoted of such
common equity, as of December 31, 2000.

The number of shares outstanding of the issuer's common stock, as of December
31, 2000 was 130,000.

DOCUMENTS INCORPORATED BY REFERENCE: The Company's previously filed Form SB-2
and SB-2/A, and exhibits attached thereto.

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



Forward Looking Statements

This report may contain statements that could be deemed forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934 and the Private Securities Litigation Reform Act, which statements
are inherently subject to risks and uncertainties. Forward-looking statements
are statements that include projections, predictions, expectations or beliefs
about future events or results or otherwise are not statements of historical
fact. Such statements are often characterized by the use of qualifying words
(and their derivatives) such as "expect," "believe," "estimate," "plan,"
"project," "anticipate," or other statements concerning opinions or judgment
of the Company and its management about future events.  Factors that could
influence the accuracy of such forward-looking statements include, but are
not limited to, the financial success or changing strategies of the Company's
customers, actions of government regulators, the level of market interest
rate and general economic conditions. All forward-looking statements included
herein are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statements. It is important to note that the Company's actual results could
differ materially from those in such forward-looking statements due to the
factors cited above.  As a result of these factors, there can be no assurance
the Company will not experience material fluctuations in future operating
results on a quarterly or annual basis, which would materially and adversely
affect the Company's business, financial condition and results of operations.

                              PART I

Item 1.  Description of Business.

Overview

The Company was formed in March 1999, as a Nevada corporation.

Since inception, our primary activity has been directed to organizational
efforts and obtaining initial financing. We were formed as a vehicle to
pursue a business combination.  We have not engaged in any preliminary
efforts intended to identify possible business combination and have neither
conducted negotiations concerning nor entered into a letter of intent
concerning any such acquisition candidate.  We are filing this registration
statement in order to initiate a public offering for our securities.

Operations

We were organized for the purposes of creating a corporate vehicle to seek,
investigate and, if such investigation warrants, engage in business
combinations presented to us by persons or firms who or which desire to
employ our funds in their business or who seek the perceived advantages of a
publicly-held corporation. Our principal business objective will be to seek
long-term growth potential in a business combination rather than to pursue
immediate, short-term earnings.

We do not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating, and analyzing business
combinations will be paid with cash on hand or loaned by management. Persons
purchasing shares in this offering and other shareholders will most likely
not have the opportunity to participate in any of these decisions. Our
proposed business is sometimes referred to as a "blank check" company because
you will entrust your investment monies to our management before they have a
chance to analyze any ultimate use to which this money may be put. Although
substantially all of the funds of this offering are intended to be used to
close a business combination, such proceeds are not otherwise being
designated for any specific purposes. Under Rule 419, as a prospective
investor you will have an opportunity to evaluate the specific merits or
risks of only the business combination that management decides to enter into.

We may seek a business combination with firms which:

     Have recently commenced operations;

     Are developing companies in need of additional funds for expansion into
new products or markets;

     Are seeking to develop a new product or service; and

     Are established businesses that may be experiencing financial or
operating difficulties and are in need of additional capital.

A business combination may involve the acquisition of, or merger with, a
company which does not need substantial additional capital but which desires
to establish a public trading market for our shares, while avoiding what they
may deem to be adverse consequences of undertaking a public offering itself,
such as:

     Time delays;

     Significant expense;

     Loss of voting control; and

     Compliance with various federal and state securities laws.

We will not acquire a candidate unless the fair value of the acquisition
candidate represents 80% of the maximum offering proceeds. To determine the
fair market value of an acquisition candidate, our management will examine
the audited financial statements, including balance sheets and statements of
cash flow and stockholders' equity, focusing attention on assets,
liabilities, sales and net worth. If we determine that the financial
statements of a proposed acquisition candidate do not clearly indicate that
the fair market value test has been satisfied, we will obtain an opinion from
an investment-banking firm that is a member of National Association of
Securities Dealers, Inc. to the satisfaction of such criteria.

Based upon the probable desire on the part of the owners of acquisition
candidates to assume voting control over us in order to avoid tax
consequences or to have complete authority to manage the business, we will
combine with just one acquisition candidate. This lack of diversification
should be considered a substantial risk in investing in us because we will
not permit us to offset potential losses from one venture against gains from
another.

Upon closing of a business combination, there will be a change in control
that will result in the resignation of our present officer and director.

Although our officers and directors, from time to time, have discussions with
companies that are looking to be acquired, our officer or director has had no
preliminary contact or discussions with any representative of any other
entity regarding a business combination with us. Accordingly, any acquisition
candidate that is selected may be a financially unstable company or an entity
in an early stage of development or growth, including entities without
established records of sales or earnings. Accordingly, we may become
subjected to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies.
In addition, we may effect a business combination with an entity in the
Internet industry, an industry characterized by a high level of risk.
Although management will endeavor to evaluate the risks inherent in an
acquisition candidate, there can be no assurance that we will properly
ascertain or assess all significant risks.

We anticipate that the selection of a business combination will be complex
and extremely risky. Management believes that there are numerous firms
seeking even the limited additional capital that we will have and/or the
benefit of a publicly traded corporation because of:

     General economic conditions.

     Rapid technological advances being made in the Internet industry.

     Shortages of available capital.

Such perceived benefit of a publicly traded corporation may include:

     Facilitating or improving the terms on which additional equity financing
may be sought.

     Providing liquidity for the principals of a business.

     Creating a means for providing incentive stock options or similar
benefits to key employees.

     Providing liquidity, subject to restrictions of applicable statutes, for
all shareholders.

Evaluation of Business Combinations

We will undertake the analysis of business combinations under the supervision
of our officer and director, who is not a professional business analyst.

Because we will be subject to Section 13 or 15(d) of the Exchange Act, we
will be required to furnish certain information about significant
acquisitions, including audited financial statements for the business
acquired, covering one, two or three years depending upon the relative size
of the acquisition. Consequently, acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate
for acquisition so long as the reporting requirements of the Exchange Act are
applicable. In the event our obligation to file periodic reports is suspended
under Section 15(d), we intend on voluntarily filing such reports.

Any business combination will present certain risks. Many of these risks
cannot be adequately identified prior to selection, and your must, therefore,
depend on the ability of management to identify and evaluate such risks. In
the case of some of the potential combinations available to us, it is
possible that the promoters of an acquisition candidate have been unable to
develop a going concern or that such business is in our development stage in
that it has not generated significant revenues from its principal business
activity prior to our merger or acquisition. There is a risk, even after the
closing of a business combination and the related expenditure of our funds,
that the combined enterprises will still be unable to become a going concern
or advance beyond the development stage. The combination may involve new and
untested products, processes, or market strategies that may not succeed. Such
risks will be assumed by us and, therefore, our shareholders.

Business Combinations

In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also purchase
stock or assets of an existing business. The manner of the business
combination will depend on:

     The nature of the acquisition candidate

     The respective needs and desires of us and other parties

     The management of the acquisition candidate opportunity

     The relative negotiating strength of us and such other management

You should note that any merger or acquisition closed by us can be expected
to have a significant dilutive effect on our current shareholders and
purchasers in this offering. On the closing of a business combination, the
acquisition candidate will have significantly more assets and/or potential
than us; therefore, management plans to offer a controlling interest in us to
the acquisition candidate. While the actual terms of a transaction to which
we may be a party cannot be predicted, we may expect that the parties to the
business transaction will find it desirable to avoid the creation of a
taxable event and thereby structure the acquisition in a so-called tax-free
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code
of 1954. In order to obtain tax-free treatment under the code, it may be
necessary for the owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In such event, our shareholders,
including investors in this offering, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would be likely
to result in significant dilution in the equity of such shareholders.
Management may choose to comply with these provisions. In addition, our
director and officer may, as part of the terms of the acquisition
transaction, resign as director and officer. Management may retain shares of
the common stock (unless those shares, as part of the terms of the
acquisition transaction, are sought by an acquisition candidate).

Management will not actively negotiate or otherwise consent to the purchase
of any portion of their common stock as a condition to or for a proposed
business combination unless such a purchase is requested by an acquisition
candidate as a condition to a merger or acquisition. Our officers and
directors have agreed to comply with this provision. Management is unaware of
any circumstances under which such policy through their own initiative may be
changed.

We anticipate that any securities issued in reorganization would be issued in
reliance on exemptions from registration under applicable federal and state
securities laws. In some circumstances, however, as a negotiated element of
this transaction, we may agree to register such securities either at the time
the transaction is closed, under certain conditions, or at specified times
thereafter. The issuance of substantial additional securities and their
potential sale into any trading market that may develop in our common stock
may have a depressive effect on such market.

If at any time prior to the completion of this offering we enter negotiations
with a possible merger candidate and such a transaction becomes probable,
then this offering will be suspended so that an amendment can be filed which
will include financial statements (including balance sheets and statements of
cash flow and stockholders' equity) of the proposed target.

We will not enter into a business combination with any company, which is in
any way wholly or partially beneficially owned by any officer, director,
promoter or affiliate or associate of us. Our officers and directors have not
approached and have not been approached by any person or entity with regard
to any specific proposed business ventures with us. We will evaluate all
possible business combinations brought to us. If at any time a business
combination is brought to us by any of our promoters, management, or their
affiliates or associates, disclosure as to this fact will be included in the
post-effective amendment, thereby allowing the investors the opportunity to
fully evaluate the business combination.

We have adopted a policy that we will not pay a finder's fee to any member of
management for locating a merger or acquisition candidate. No member of
management intends to or may seek and negotiate for the payment of finder's
fees. In the event there is a finder's fee, it will be paid at the direction
of the successor management after a change in management control resulting
from a business combination.

We will remain an insignificant player among the firms that engage in
business combinations. There are many established venture capital and
financial concerns which have significantly greater financial and personnel
resources and technical expertise than us. In view of our combined limited
financial resources and limited management availability, we will continue to
be at a significant competitive disadvantage compared to our competitors.
Also, we will be competing with a large number of other small public, blank
check companies located throughout the United States.

Finding a Business Combination

Our management will actively search for potential acquisition candidates
through Internet websites where companies post their intentions to be
acquired. In addition, we may have our own web site or use other web sites so
that companies seeking to be acquired can find us easily. Any such web site
will allow interested companies to answer a due diligence questionnaire, and
provide us with the information necessary to review and analyze their
potential as a candidate. We may also decide to advertise our intention to
acquire a company in legal or other publications. The cost of such
advertising will be paid from the cash on hand.



Employees

We presently have no employees. Our officers and directors are engaged in
business activities outside of us, and the amount of time they will devote to
our business will only be approximately 5% of their workweek. Upon completion
of the public offering, it is anticipated that management will devote the
time necessary each month to our affairs or until a successful acquisition of
a business has been completed.

Item 2.  Description of Property.

The Company, under a "no rent" oral agreement with the Secretary maintains
its executive offices in approximately 200 square feet of space located at
1945 South Poplar Street, Denver, Colorado 80224, the home of the Secretary.
This space is adequate for current needs. There is no preliminary agreement
or understanding with respect to any other office facility in the future. We
presently own no equipment, and do not intend to own any upon completion of
this offering.

Item 3.  Legal Proceedings.

None

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

No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year.


                              PART II

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

As of December 31, 2000, there was no publicly traded market for the
Company's common shares and there were 9 shareholders of record.

No dividends have been declared with respect to the Company's common shares
since inception.  The Company is not likely to pay any dividends in the
foreseeable future.  The Company intends to reinvest any earnings in its
operations.

The Company presently acts as transfer agent for its' securities.  At the
time of issuance of the registered shares the Company will contract with an
independent transfer agent.

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

Plan of Operation

We are a development stage entity and have neither engaged in any operations
nor generated any revenues to date.  Our entire activity since its inception
has been for fund raising through an offering of equity securities as
contemplated herein.  The offering was declared effective by the Securities
and Exchange Commission on March 20, 2000.  Under the offering and pursuant
to Rule 419 The Company is raising money from subscribers which is placed in
an escrow at Colorado Business Bank, Denver, Colorado.  Under a policy
adopted by the Board of Directors, no funds are to be withdrawn from the Rule
419 escrow until and unless an acquisition is approved by the subscribers.
Any subscriber that disapproves an acquisition approved by the majority of
shareholders will receive back all of their funds.  We have closed the
offering and the proceeds in escrow are $102,090.78.

Our expenses to date, all of which are attributable to formation and fund
raising, are $5,500.

We will not use any of the funds from the public offering for expenses.  We
anticipate that any working capital needs can be satisfied from the funds we
currently have in the bank. However, due to the possible indefinite period of
time to consummate a business acquisition and the nature and cost of the
expenses related to the search and analysis of an acquisition, there can be
no assurances that the Company's cash requirements until an acquisition is
consummated will be satisfied with our current funds.  To the extent that
additional funds are required, we anticipate receiving these funds in the
form of advancements from current shareholders without issuance of additional
shares or other securities, or through the private placement of restricted
securities rather than through a public offering.  Prior to finding an
acquisition we anticipate our expenses to be limited to accounting fees,
legal fees, telephone, mailing, filing fees, and escrow agent fees.



Item 7.  Financial Statements.

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Special Acquisitions, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Special Acquisitions, Inc.
at December 31, 2000 and 1999, and the related statements of changes in
stockholders' equity, operations, and cash flows for the periods 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 Special Acquisitions, Inc.
at December 31, 2000 and 1999, and the results of its operations and its cash
flows for the periods 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.  However, the Company has minimal
capital resources presently available to meet obligations which normally can
be expected to be incurred by similar companies, and with which to carry out
its planned activities.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.  Management's plans in
regard to this matter are discussed in Note 2.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

Boros & Farrington PC
San Diego, California
March 23, 2001





SPECIAL ACQUISITIONS, INC.
(A Development Stage Company)
Balance Sheets



                                                        December 31
                                                     1999          2000

ASSETS
Current assets
 Cash                                             $ 11,500      $  9,800

Other assets
 Deferred public offering costs                      5,000         5,000
                                                  $ 16,500      $ 14,800

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Accrued liabilities                              $  5,000      $  5,000

Contingencies and commitments (notes 2, 4 and 5)

Stockholders' equity
 Common stock, $.001 par value per share;
  10,000,000 shares authorized; 130,000 shares
  issued and outstanding                               130           130
 Additional paid-in capital                         16,870        16,870
 Deficit accumulated during the development stage   (5,500)       (7,200)
                                                    11,500         9,800
                                                   $16,500       $14,800



The accompanying notes are an integral part of this statement.



SPECIAL ACQUISITIONS, INC.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>

                                          From March 26, 1999                     From March 26, 1999
                                          (Date of Inception)      Year Ended      (Date of Inception)
                                          To Ended December 31,    December 31,   To Ended December 31,
                                                 1999                 2000                2000
<S>                                              <C>                  <C>                 <C>
Expenses
     Stock issued for services                   $ 5,500              $   -               $ 5,500
     Other general and administrative            $   -                $ 1,700             $ 1,700

Net loss                                         $ 5,500              $ 1,700             $ 7,200

Weighted average number of shares                125,000              130,000              128,073

Net loss per common share                        (0.04)               (0.013)               (0.06)

</TABLE>




The accompanying notes are an integral part of this statement.



SPECIAL ACQUISITIONS, INC.
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
<TABLE>
<CAPTION>

                                                                             Deficit
                                                                             Accumulated
                                                                Additional   During
                                                  Common Stock  Paid-In      Development
                                              Shares    Amount  Capital      Stage    Total
<S>                                           <C>       <C>     <C>          <C>      <C>
Shares issued as of May 5, 1999
  during the formation of the Company, for
  services valued at $.02 per share to:
    Officers and directors                    124,000    $124   $ 1,876      $   -    $ 2,000
 Shares issued to officer for
  services of $2.50
  per share in October 1999                     1,000       1     2,499          -      2,500
 Shares issued for cash at $2.50 per
  share in November 1999                        5,000       5    12,495          -     12,500
 Net loss for the period                            -       -         -       (5,500)  (5,500)
Balance at December 31, 1999                  130,000    $130   $16,870      $(5,500) $11,500
 Net loss for the period                            -       -         -       (1,700)  (1,700)
Balance at December 31, 2000                  130,000    $130   $16,870      $(7,200) $ 9,800

</TABLE>



The accompanying notes are an integral part of this statement.


SPECIAL ACQUISITIONS, INC.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>


                                                From March 26, 1999                  From March 26, 1999
                                                (Date of Inception)    Year Ended    (Date of Inception)
                                                To Ended December 31,  December 31,  To Ended December 31,
                                                      1999               2000               2000
<S>                                                  <C>                 <C>                <C>
Cash flows from operating activities
 Net loss                                            $(5,500)            $(1,700)           $(7,200)
   Non-cash items included in the net loss
      Stock issued for services                        4,500                -                 4,500
           Net cash from operating activities         (1,000)             (1,700)            (2,700)

Cash flows from financing activities
     Proceeds from sale of common stock               12,500                -                12,500

Increase (decrease) in cash                           11,500             (1,700)              9,800

Cash, beginning of period                                -                11,500                -

Cash, end of period                                  $11,500             $ 9,800             $9,800

</TABLE>


The accompanying notes are an integral part of this statement.


1.	ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
	Organization.  	Special Acquisitions, Inc. (the "Company") was
incorporated under the laws of the State of Nevada on March 26, 1999.
The Company is in the development stage as more fully defined in
Statement No. 7 of the Financial Accounting Standards Board.  Planned
principal operations of the Company have not yet commenced, and
activities to date have been limited to its formation and obtaining its
initial capitalization.  The Company intends to seek, investigate and,
if such investigation warrants, acquire an interest in business
opportunities presented to it by persons who or firms which desire to
employ the Company's funds in their business or seek the perceived
advantages of a publicly held corporation.
	Deferred Costs Related To Proposed Public Offering.  Costs incurred in
connection with the proposed public offering of common stock have been
deferred and will be charged against capital if the offering is
successful or against operations if it is unsuccessful.
	Shares Issued In Exchange For Services.  The fair value of shares
issued in exchange for services rendered to the Company was determined
by the Company's officers and directors.
	Income Taxes.  The Company has made no provision for income taxes
because of financial statement and tax losses since its inception.  As
of December 31, 2000, the Company has deferred tax assets of
approximately $2,000 relating primarily to the capitalization of start-
up costs for tax purposes.  A valuation allowance has been provided to
reduce the deferred tax assets to zero.
	Net Loss Per Common Share.  The net loss per common share is computed
by dividing the net loss for the period by the weighted average number
of shares outstanding.  For purposes of computing the weighted average
number of shares, all stock issued with regards to the founding of the
Company is considered to be "cheap stock" as defined in SEC Staff
Accounting Bulletin 4D and is therefore counted as outstanding for the
entire period.
	Estimates.  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those
estimates.

2.	GOING CONCERN CONTINGENCY
	The Company has minimal capital resources presently available to meet
obligations which normally can be expected to be incurred by similar
companies, and with which to carry out its planned activities.  These
factors raise substantial doubt about the Company's ability to continue
as a going concern.
	In order to begin any significant operations, the Company will have to
pursue other sources of capital, such as additional equity financing as
discussed in Note 4.  There is no assurance that the Company will be
able to obtain such financing.  The accompanying financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.


3.	RELATED PARTY TRANSACTIONS
	In October 1999, an officer of the Company received 1,000 shares of
common stock for services rendered.
	See also Note 5 regarding a legal fee relative to the public offering
of common stock.

4.	CONTINGENT PUBLIC OFFERING OF COMMON STOCK
	On November 19, 1999, the board of directors authorized the Company to
sell in a public offering a minimum of 20,000 and a maximum of 60,000
shares of common stock pursuant to an effective registration statement
on Form SB-2 filed under the Securities Act of 1933.  Each share shall
have a purchase price of $5.00.
	Proceeds from the public offering shall be deposited into an escrow
account with an independent third party, pursuant to an escrow
agreement between the Company and the Escrow Agent.  The securities to
be issued to investors must also be deposited into this escrow account.
The deposited funds and the deposited securities may not be released
until an acquisition, meeting certain specified criteria, has been made
and a sufficient number of investors reconfirm their investment in
accordance with certain specified procedures.  Pursuant to these
procedures, a new prospectus, which describes an acquisition candidate
and its business and includes audited financial statements, must be
delivered to all investors.  The Company must return the pro rata
portion of the deposited funds to any investor who does not elect to
remain an investor.  Unless a sufficient number of investors elect to
remain investors, all investors will be entitled to the return of a pro
rata portion of the deposited proceeds (and any interest earned
thereon) and none of the deposited securities will be issued to
investors.  In the event an acquisition is not consummated within 18
months of the effective date, the deposited proceeds will be returned
on a pro rata basis to all investors.


5.	LEGAL FEE
	The Company has agreed to pay its corporate attorney, who is also a
stockholder of the Company, $5,000 cash for his legal services relative
to the public offering upon the registration statement for the public
offering (see Note 4 above) becoming effective.  This obligation has
been accrued in the accompanying balance sheet and the costs are
included in deferred public offering costs.


*****



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

None

                              PART III

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

Name                      Age   Title

Scott D. Bengfort         52    President, Director
                                Chief Executive Officer, Treasurer


Brian S. French           34    Secretary, Director
                                Chief Financial Officer, Treasurer

Scott D. Bengfort, our President, Chief Executive Officer, and a Director
since May 5, 1999, will devote approximately 5% of his time to our affairs.
His responsibilities will include management of our operations as well as our
administrative and financial activities.  Since February 2000, Scott Bengfort
has been a Director and President of Special Acquisitions, Inc., a "blank
check" company.  Scott is also the Chief Technical Officer and Webmaster for
an unrelated company, usaflowerexchange.com, Inc. a B2B e-commerce Internet
company that specializes in the trading and tracking of wholesale floral
products. During 1999-2000, he was a California licensed Real Estate Agent
with RE/MAX Associates in La Jolla, California.  For over five years, he has
been the President and sole shareholder of Financial Intelligence, Inc. a
Nevada corporation that is the parent company of NetWarriors an Internet
services company specializing in the design of automated business solutions.
He holds a Bachelor of Science degree from the University of Iowa.  He has
achieved the Microsoft MCSE certification.

Brian S. French, our Secretary, Chief Financial Officer, Treasurer, and a
Director since October 1999, will devote approximately 5% of his time to our
affairs.  He has over ten years of combined experience in the areas of
business management and corporate finance.  Currently he serves as Controller
and Chief Information Officer for Advanced Systems Group, Inc., a systems
integrator specializing in enterprise class UNIX computing solutions.  From
1993 to 1996 he was Controller for Hamon Contractors, a major highway
contractor.  From 1986 to 1993, he was the Controller for Aspen Marine Group,
Inc.

Our board of directors consists of six authorized members and we currently
have two directors and four vacancies.  The terms of the Board of Directors
will expire at the next annual meeting of stockholders.

All directors hold office until the next annual meeting of shareholders and
the election and qualification of their successors. Directors receive no
compensation for serving on the Board of Directors other than reimbursement
of reasonable expenses incurred in attending meetings.  Officers are
appointed by the Board of Directors and serve at the discretion of the Board.
The current executive officers of the Company, intend to devote approximately
5% of their time to the affairs of the Company.

There are no agreements or understandings for any officer or director to
resign at the request of another person and none of the officers or directors
are acting on behalf of or will act at the direction of any other person.

Item 10.  Executive Compensation.

No compensation has been paid to any officers or directors since inception.

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

The following tables set forth information regarding the beneficial owners of
our common stock, as of November 30, 1999, by the following individuals or
groups:

     Each of our executive officers;

     Each of our directors;

     Each person, or group of affiliated persons, whom we know beneficially
owns more than 5% of our outstanding stock; and

     All of our directors and executive officers as a group.

Except as otherwise noted, and subject to applicable community property laws,
to the best of our knowledge, the persons named in this table have sole
voting and investing power with respect to all of the shares of common stock
held by them.



As of the table date we had 130,000 common shares outstanding, which were
held by 8 shareholders.

Name and                        Amount and    Percent of Class
Address of                      Nature of
Beneficial                      Beneficial
Owner                           Ownership

Scott D. Bengfort (1)(2)         31,000       23.8%
7405 Charmant Drive Ste 1921
San Diego, CA. 92122

Brian S. French (1)(2)            2,000        1.6%
1945 South Poplar Street
Denver, CO 80224

Dave Schwartz  (2)               31,000       23.8%
2101 Ridge Plaza Drive
Castle Rock, CO 80104

J. Michael Spinali (2)           31,000       23.8%
15524 Riparian Road
Poway, CA 92064

Robert C. Weaver, Jr.(2)(3)      31,000       23.8%
721 Devon Court
San Diego, CA 92109

Named Officers and               33,000       20.2%
Directors As a Group

(1)  Officer or Director.
(2)  Promoter and Control person.
(3)  Counsel for the Company

Item 12.  Certain Relationships and Related Transactions.

Under a "no rent" oral agreement with the Secretary we have our offices in
his home.

Officers, directors or their affiliates may act as finders of business
opportunities and receive finders fees established by negotiation with a
potential merger partner and us.  This fee will be no less favorable to us
than could be obtained with unrelated third parties.

We have agreed to pay our corporate attorney, who is also a stockholder,
$5,000 cash for his legal services relative to the public offering at the
time of an acquisition.

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

   (a) Exhibit Table.

3.1 Articles Of Incorporation (1)

3.2 By-Laws (1)

4.1 Common Stock (1)

23 Consent Of Expert (*)
____________________

(*) Filed herewith.
(1) Previously filed in the original registration statement on Form SB-2.

   (b) Reports on Form 8-K filed during the quarter ended December 31, 2000.

None

                                [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.

SPECIAL ACQUISITIONS, INC. (Registrant)


By:/s/ _______________________________               Date: 3/27/01
Scott D. Bengfort, President, Chief Executive Officer


By:/s/_______________________________                Date: 3/27/01
Brian S. French, Secretary, Chief Financial Officer, Treasurer

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.

Signature                           Title                Date


/s/____________________________                          3/27/01
Scott D. Bengfort                   Director


/s/____________________________                          3/27/01
Brian S. French	                    Director