SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ending December 31, 2001

Commission File No. 0000-29157

Casterbridge Management, Inc.
A Nevada corporation      88-0348153

(I.R.S. Employer Identification Number)

2102 N. Donner Ave., Tucson, Arizona 85749

Registrant's telephone number, including area code:
(520) 731-9890

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:
Title of Class:  Common

Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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.  [X]Yes [ ] 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]

The issuer's revenues for its most recent fiscal year is:
$0

As of February 1, 2002 the aggregate market value of voting
stock held by non-affiliates of the registrant was
$200 based on $0.001 per share.

     Class             Outstanding as of February 1, 2002
$.001 Par Value Common Stock          1,000,000 SHARES


PART I

This Report may contain certain "forward-looking" statements as
such term is defined in the Private Securities Litigation Reform
Act of 1995 or by the Securities and Exchange Commission in its
rules, regulations and/or releases, which represent our
expectations or beliefs, including but not limited to, statements
concerning our operations, economic performance, financial
condition, growth and acquisition strategies, investments, and
future operational plans.  For this purpose, any statements
contained herein that are not statements of historical fact may
be deemed to be forward-looking statements.  Without limiting the
generality of the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "intend," "could," "estimate,"
"might," or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify
forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, certain of which are
beyond our control, and actual results may differ materially
depending on a variety of important facts, including but not
limited to those risk factors discussed herein below.

Item 1.	   DESCRIPTION OF BUSINESS.

Since its formation on November 6, 1995, CASTERBRIDGE MANAGEMENT,
INC., a Nevada corporation (the "Company"), has not engaged in
any operations other than organizational matters.  It was formed
specifically to be a "blank check" or "clean public shell"
corporation, for the purpose of either merging with or acquiring
an operating company with operating history and assets.

The primary activity of the Company has involved and will involve
seeking merger or acquisition candidates with whom it can either
merge or acquire.  The Company does not intend to limit potential
acquisitions candidates to any particular field or industry, but
does retain the right to limit acquisition or merger candidates,
if it so chooses, to a particular field or industry.

The proposed business activities described herein classify the
Company as a "blank check" or "shell company" whose sole purpose
at this time is to locate and consummate a merger or acquisition.
Many states have enacted statutes, rules and regulations limiting
the sale of securities of "blank check" companies in their
respective jurisdictions.  Management does not believe it will
undertake any efforts to cause a trading market to develop in the
Company's securities until such time as the Company has
successfully implemented its business plan described herein.
However, if the Company intends to facilitate the eventual
creation of a public trading market in its outstanding
securities, it must consider that the Company's securities, when
available for trading, will be subject to a Securities and
Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to
persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors"
means, in general terms, institutions with assets in excess of
$5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds  $200,000 (or
that, when combined with a spouse's income, exceeds $300,000).
For transactions covered by the rule, the broker-dealer must make
a special suitability determination for the purchaser and receive
the purchaser's written agreement to the transaction prior to the
sale.   Consequently, the rule may affect the ability of broker-
dealers to sell the Company's securities and also may affect the
ability of purchasers in this offering to sell their securities
in any market that might develop.

The Company is currently party to a merger agreement with Tucson
Acquisition & Development Corporation.  Pursuant to the merger
agreement dated September 21, 2001, Casterbridge Management would
be acquired and merged into Tucson Acquisition & Development
Corporation.  As consideration for the acquisition, Tucson
Acquisition & Development will issue 250,000 shares of their
common stock to the stockholders of Casterbridge Management.
There are 1,000,000 shares of Casterbridge Management common
stock currently outstanding.  Mr. Hodges, the President, Director
and majority shareholder of Casterbridge Management Inc. has
agreed, if the merger is concluded, to return to Casterbridge
Management 750,000 of his 800,000 shares for cancellation at the
time of the closing.  The merger is conditioned upon the approved
by a majority vote of shareholders of Casterbridge, and
Securities and Exchange Commission approval our S-4 registration
statement.  Upon such approval, the merger will be closed and
Tucson Acquisition & Development will issue a total of 250,000
shares to the shareholders of Casterbridge at the rate of 1 share
of Tucson Acquisition & Development for 1 share of Casterbridge
Management.  There can be no assurances that the approval will be
received or that the merger will in fact close.

Competition

The Company expects to encounter substantial competition in its
efforts to locate attractive opportunities, primarily from
business development companies, venture capital partnerships and
corporations, venture capital affiliates of large industrial and
financial companies, small investment companies, and wealthy
individuals.  Many of these entities will have significantly
greater experience, resources and managerial capabilities than
the Company and will therefore be in a better position than the
Company to obtain access to attractive business opportunities.

Regulation and Taxation

The Company intends to structure a merger or acquisition in such
a manner as to minimize federal and state tax consequences to the
Company and to any target company.

Patents

The Company owns no patents and no Internet domain names.

Employees

The Company's only employee at the present time is its sole
officer and director, who will devote as much time as he
determines is necessary to carry out the affairs of the Company.

Risk Factors

The Company's business is subject to numerous risk factors,
including the following:

The Company has only one Director and one Officer.

The Company's president and sole officer is Daniel L. Hodges.
Mr. Hodges is the sole director and the majority shareholder.
Because management consists of only Mr. Hodges, the Company does
not benefit from multiple judgments that a greater number of
directors or officers would provide.  The Company must rely
completely on the judgment of its sole officer and director when
selecting a target company.  The decision to enter into a
business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or
similar information which, if the Company had more funds
available to it, would be desirable.  Mr. Hodges anticipates
devoting only a nominal amount of time per month to the business
of the Company.  Mr. Hodges has not entered into a written
employment agreement with the Company and he is not expected to
do so.  The Company has not obtained key man life insurance on
Mr. Hodges.  The loss of the services of Mr. Hodges would
adversely affect development of the Company's business and its
likelihood of continuing operations.

The Company has no operating history, no revenue, and operates at
a loss.

The Company has no operating history or any revenues or earnings
from operations.  The Company has no significant assets or
financial resources.  The Company has operated at a loss to date
and will, in all likelihood, continue to have operating expenses
without corresponding revenues, at least until the consummation
of a business combination.  As of December 31, 2001, the Company
had incurred expenses of not more than $5,000 since
incorporation.  Mr. Hodges has paid these expenses and he has no
expectation or agreement with the Company for reimbursement for
those expenses.  There is no assurance that the Company will ever
be profitable.

The Company's proposed operations are speculative.

The success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial condition
and management of the not-yet-identified target company.  While
business combinations with entities having established operating
histories are preferred, we cannot guarantee that the Company
will be successful in locating candidates meeting such criteria.
In the event the Company does complete a business combination,
the success of the Company's operations will be dependent upon
the management of the target company and numerous other factors
beyond the Company's control.  There is no assurance that the
Company can identify a target company and consummate a business
combination.

The purchase of penny stocks can be risky.

In the event that a public trading market develops for the
Company's shares following a business combination, such
securities may be classified as a "penny stock" depending upon
their market price and the manner in which they are traded.
Section 3(a)(51) of the Securities Exchange Act of 1934 defines a
"penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per
share and is not admitted for quotation and does not trade on the
Nasdaq Stock Market or on a national securities exchange.  For
any transaction involving a penny stock, unless exempt, the rules
require delivery by the broker of a document to investors stating
the risks of investment in penny stocks, the possible lack of
liquidity, commissions to be paid, current quotations and
investors' rights and remedies, a special suitability inquiry,
regular reporting to the investor and other requirements.  Prices
for penny stocks are often not available and investors are often
unable to sell such stock.  Thus an investor may lose his entire
investment in a penny stock and consequently should be cautious
of any purchase of penny stocks.

There is a scarcity of, and significant competition for, business
opportunities and combinations.

The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and
acquisitions of business entities.  A large number of established
and well-financed companies, including venture capital firms, are
active in mergers and acquisitions of companies that may be
merger or acquisition target candidates for the Company.  Nearly
all of these other participants have greater financial resources,
technical expertise and managerial capabilities than the Company.
Consequently, the Company will be at a competitive disadvantage
in identifying possible business opportunities and successfully
completing a business combination.  Moreover, the Company will
also compete with numerous other small public companies in
seeking merger or acquisition candidates.

We likely will have a change in control and management following
a business combination.

A business combination involving the issuance of the Company's
common stock will, in all likelihood, result in shareholders of a
target company obtaining a controlling interest in the Company.
As a condition of the business combination agreement, Mr. Hodges
may agree to sell or transfer all or a portion of his common
stock to provide the target company with all or majority control
of the Company.  The resulting change in control of the Company
will occur without your vote and will likely result in removal of
Mr. Hodges as the present sole officer and director of the
Company and a corresponding reduction in or elimination of his
participation in the future affairs of the Company.

A business combination will possibly dilute the value of the
Company's shares.

A business combination normally will involve the issuance of a
significant number of additional shares of the Company's common
stock.  Depending upon the value of the assets acquired in the
business combination, the per share value of the Company's common
stock may increase or decrease, perhaps significantly.

Item 2.   DESCRIPTION OF PROPERTY.

The Company has a working agreement with the Company president to
share use of 600 square feet of office space, telephones and
secretarial services supplied on a gratis basis.  The Company has
no property.

Item 3.   LEGAL PROCEEDINGS.

No material legal proceedings to which the Company (or its
director and officer in his capacity as such) is party or to
which property of the Company is subject is pending and no such
material proceeding is known by management of the Company to be
contemplated.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


PART II

Item 5.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
              COMMON EQUITY AND OTHER STOCKHOLDER MATTERS.

Description Of Securities.

There has been no public trading market for the Company's common
stock.

Common Stock

The Company is authorized to issue 100,000,000 shares of Common
Stock, $.001 par value per share, of which 1,000,000 shares are
issued and outstanding at December 31, 2001.

Holders of the Common Stock are entitled to one vote for each
share owned for all matters to be voted on by the shareholders.
There is no cumulative voting in the election of directors.
Accordingly, each shareholder is entitled to vote the number of
shares owned by him for as many persons as there are directors to
be elected.  Holders of Common Stock are entitled to receive such
dividends as may be declared from time to time by the Board of
Directors out of funds legally available therefore and, in the
event of liquidation, dissolution or winding up of the Company,
to share ratably in all assets remaining after payment of
liabilities.  We have not paid cash dividends on our Common
Stock.  It is the policy of our Board of Directors to retain
future earnings to finance the growth and development of our
business.  Any future dividends will be at the discretion of our
Board of Directors and will depend upon our financial condition,
capital requirements, earnings, liquidity, and other factors that
it may deem relevant.  The holders of Common Stock have no
preemptive or conversion rights.  The holders of Common Stock are
not subject to further calls or assessments.  There are no
redemption or sinking fund provisions applicable to the Common
Stock.  The rights of the holders of the Common Stock are subject
to any rights that may be fixed for holders of preferred stock,
when and if any preferred stock is issued.  The Common Stock
currently outstanding is validly issued, fully paid and no
assessable.

There are no outstanding options or warrants of any kind for the
Company's common stock.

The transfer agent, warrant agent and registrar for the Common
Stock is Holladay Stock Transfer, 2939 67th Place, Scottsdale, AZ
85251.  As of January 30, 2002, there were 29 stockholders of
record.

Recent Sales Of Unregistered Securities.

There have been no recent sales of the Company's securities.  As
noted above, in connection with organizing the Company, on
February 20, 1996, persons consisting of its officer and
director, and other individuals were issued a total of 1,000
unregistered shares of Common Stock at a value of $.001 per
share.  The Company relied upon Section 4(2) of the Securities
Act.  On October 20, 1999, those outstanding shares were forward
split 1,000 to 1, resulting in a total of 1,000,000 shares
outstanding.


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

The following discussion should be read in conjunction with the
Financial Statements and Notes thereto.

The Company intends to seek, investigate and, if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held
corporation.

The Company will not restrict its search to any specific
business, industry or geographical location, and the Company may
participate in a business venture of virtually any kind or
nature.  The discussion of the proposed business under this
caption and throughout is purposefully general and is not meant
to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities.

The Company may obtain funds in one or more private placements to
finance the acquisition and/or operation of any acquired
business, if necessary.  Persons purchasing securities in these
placements and other shareholders will likely not have the
opportunity to participate in the decision relating to any
acquisition.  The Company's proposed business is sometimes
referred to as a "blind pool" because any investors will entrust
their investment monies to the Company's management before they
have a chance to analyze any ultimate use to which their money
may be put.  Consequently, the Company's potential success is
heavily dependent on the Company's management, which will have
unlimited discretion in searching for and entering into a
business opportunity.  The sole officer and director of the
Company likely has had no experience in any proposed business of
the Company.  There can be no assurance that the Company will be
able to raise any funds in private placement.

In connection with the normal business practice of Casterbridge
Management, we continuously reviewed our strategic business
opportunities and in April 2001, we were contacted by a
representative of Tucson Acquisition & Development concerning a
possible combination.  From April 2001 through the execution of
the merger agreement, ongoing discussions were held between the
representatives of Tucson Acquisition & Development and our
management.  The consideration for the acquisition of
Casterbridge Management by the issuance to Casterbridge
Management shareholders of twenty-five percent of the common
stock of Tucson Acquisition & Development was the product of
negotiations between the parties and reflects their estimate of
the value of Tucson Acquisition & Development and its assets and
liabilities.  Additionally, the negotiated consideration was
arrived at in large part so that the current shareholders of
Casterbridge Management receive an equal percent stock position
in Tucson Acquisition & Development as they held in Casterbridge
Management.  Management did not seek a fairness opinion or engage
a financial advisor because the relative value of the transaction
would be less than the cost of obtaining a fairness opinion.

Pursuant to the merger agreement dated September 21, 2001,
Casterbridge Management would be acquired and merged into Tucson
Acquisition & Development Corporation.  As consideration for the
acquisition, Tucson Acquisition & Development will issue 250,000
shares of their common stock to the stockholders of Casterbridge
Management.  There are 1,000,000 shares of Casterbridge
Management common stock currently outstanding.  Mr. Hodges, the
President, Director and majority shareholder of Casterbridge
Management Inc. has agreed, if the merger is concluded, to return
to Casterbridge Management 750,000 of his 800,000 shares for
cancellation at the time of the closing.  The merger is
conditioned upon the approved by a majority vote of shareholders
of Casterbridge, and Securities and Exchange Commission approval
our S-4 registration statement.  Upon such approval, the merger
will be closed and Tucson Acquisition & Development will issue a
total of 250,000 shares to the shareholders of Casterbridge at
the rate of 1 share of Tucson Acquisition & Development for 1
share of Casterbridge Management.  There can be no assurances
that the approval will be received or that the merger will in
fact close.

Tucson Acquisition & Development is engaged in the purchase of
non-performing real estate and by extension, non-performing real
estate secured loans, otherwise know as distressed property and
notes.  It is the  "salvage Company" for the real estate
business.  The management team developed the business over many
years in the pursuit of foreclosed real estate that management
purchased, renovated, refinanced, and sold, and has been
successful in the past in managing troubled property, infusing
new capital, providing services in workout situations, and
selling off assets.

LIQUIDITY AND CAPITAL RESOURCES

The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or
capital resources or stockholder's equity.  The Company's balance
sheet as of December 31, 2001, reflects a current asset value of
$0, and a total asset value of $0.

The Company will carry out its plan of business as discussed
above.  The Company cannot predict to what extent its liquidity
and capital resources will be diminished prior to the
consummation of a business combination or whether its capital
will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.

RESULTS OF OPERATIONS

During the period from October 20, 1999 through December 31,
2001, the Company has engaged in no significant operations other
than organizational activities and registration of its securities
under the Securities Exchange Act of 1934. The Company received
no revenues during this period.

For the current fiscal year, the Company anticipates incurring a
loss as a result of organizational expenses, expenses associated
with continued reporting requirements as a result of registration
under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates.
The Company anticipates that until a business combination is
completed with an acquisition candidate, it will not generate
revenues other than interest income, and may continue to operate
at a loss after completing a business combination, depending upon
the performance of the acquired business.

The Company had no costs of sales revenues for the period ended
December 31, 2001 or 2000 because it had not yet had any business
operations for the past three years.  The Company had general and
administrative expenses for the period ended December 31, 2001 in
the amount of $3,885, compared to general and administrative
expenses of $1,795 for 2000.

The Company recorded net income loss of $3,885 for the year ended
December 31, 2001 compared to $1,795 loss for the comparable
period in 2000.

At December 31, 2001, the Company had total current assets of $0
as compared to $0 current assets at December 31, 2000.  The
Company had a net working capital deficit of $515 at December 31,
2001, compared to a net working capital deficit of $215 at
December 31, 2000.  Net stockholders' deficit in the Company was
$515 as of December 31, 2001 and $215 at December 31, 2000.

Need for Additional Financing

The Company believes that its existing capital will be sufficient
to meet the Company's cash needs, including the costs of
compliance with the continuing reporting requirements of the
Securities Exchange Act of 1934, as amended, for the current
fiscal year.  There is no assurance, however, that the available
funds will ultimately prove to be adequate to allow it to
complete a business combination, and once a business combination
is completed, the Company's needs for additional financing are
likely to increase substantially.

Item 7.   FINANCIAL STATEMENTS.

See Item 13

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING.

Not Applicable




PART III

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS.

A member of the Board of Directors of the Company serves until
the next annual meeting of shareholders, or until the member's
successor has been elected.  An officer serves at the pleasure of
the Board of Directors.

Currently, there is only one executive officer, key employee and
director of the Company:

        Name			Age		Position

Daniel L. Hodges		35		President/Secretary/Director

Daniel Hodges, 35, has been sole Director, President, Chief
Financial Officer and Secretary of the Company since inception.
Mr. Hodges has been president and director of Solomon Consulting
Corp. that specializes in corporate and securities consulting
since 1995.  He has managed and directed companies that
specialized in real estate development, corporate and securities
consulting.  He has owned and developed real estate projects in
the Tucson, Arizona area since the 1980's.  Mr. Hodges also
serves on the board of directors of two charitable organizations
as well as a number of blank check public companies.

Mr. Hodges graduated from Thomas Edison State College in 1989
with a Bachelor's Degree in Aviation Science and went on to be
accepted into Air Force Undergraduate Pilot Training at Williams
Air Force Base in Arizona.  Since then he has held squadron
duties as an F-16 pilot in Illinois, Montana and Arizona.  He is
currently a part-time F-16 Instructor Pilot in the Arizona Air
National Guard located in Tucson, Arizona.

Conflicts of Interest

Certain conflicts of interest now exist and will continue to
exist between the Company and its sole officer and director due
to the fact that each has other business interests to which he
devotes his primary attention.  Mr. Hodges has organized, is an
officer, director and has a controlling interest in more than 50
"blank check" companies whose business is similar to that of the
Company.  He may continue to do so notwithstanding the fact that
management time should be devoted to the business of the Company.

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

The Company has no arrangement, understanding or intention to
enter into any transaction for participating in any business
opportunity with any officer, director, or principal shareholder
or with any firm or business organization with which such persons
are affiliated, whether by reason of stock ownership, position as
an officer or director, or otherwise.

Compliance with Section 16(a) of the Securities Exchange Act of
1934.

Section 16(a) of the Exchange Act requires the Company's
officers, directors and persons who beneficially own more than
ten percent of the Common Stock to file reports of securities
ownership and changes in such ownership with the Securities and
Exchange Commission.  Officers, directors and greater than ten
percent beneficial owners also are required by rules promulgated
by the Securities and Exchange Commission to furnish the Company
with copies of all Section 16(a) forms they file.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Nevada Business Associations Act (the "Business
Associations Act") Title 7, Chapter 78, the articles of
incorporation may contain a provision eliminating or limiting the
personal liability of a director or officer to the corporation or
its shareholders for damages for breach of fiduciary duty.  If
this type of limiting provision is included in articles of
incorporation, such a provision cannot eliminate or limit the
liability of a director or officer for (a) acts or omissions that
involve intentional misconduct, fraud or a knowing violation of
law or (b) the payment of an unlawful distribution to
shareholders.

The Company's Articles of Incorporation contain the provision
that no director or officer of the Company shall be personally
liable to the Company or any of its shareholders for damages for
breach of fiduciary duty as a director or officer involving any
act or omission of any such director or officer; provided,
however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes.

The Company's By-Laws provide that the Company shall indemnify
any and all of its directors and officers, and its former
directors and officers, or any person who may have served at the
Company's request as a director or officer of another corporation
in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been director(s) or
officer(s) except, in relation to matters as to which the
director or officer or former director or officer or person shall
be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty.  Such
indemnification shall not be deemed exclusive of any other rights
to which those indemnified may be entitled, under By-Law,
agreement, vote of shareholders or otherwise.

Item 10.   EXECUTIVE COMPENSATION.

No employment compensation is paid or anticipated to be paid by
the Company.  The Company has no understandings or agreements,
preliminary or otherwise, in regard to executive compensation.
Its sole director and officer, Mr. Hodges, does not receive any
compensation for his duties.  On February 20, 1996, the Company
issued 800 shares (800,000 shares after giving effect to a
forward stock-split) of common stock as compensation to Mr.
Hodges in connection with services rendered and fees paid by him
at the time of the formation of the Company.  Mr. Hodges has not
received any other compensation for his services rendered to the
Company and is not accruing compensation.  As of the date of this
report, the Company has no funds available to pay officers and
directors.

The Company has no employment agreements with any persons.  The
Company has not adopted any retirement, pension, profit sharing,
stock option or insurance programs or other similar programs for
the benefit of any employees.

Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT.

The following table presents certain information regarding
beneficial ownership of the Company's common stock as of February
1, 2002, by (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of
common stock, (ii) each director and executive officer of the
Company, and (iii) all directors and executive officers as a
group.  Unless otherwise indicated, each person in the table has
sole voting and investment power as to the shares shown.

<TABLE>
<S>             <C>           <C>           <C>
              Name and
Title of     address of      Amount of     Percent
  Class      Beneficial      Beneficial      of
               Owner         ownership      Class

Common    Daniel L. Hodges    800,000        80%
          President and        shares
           Director
          11601 E. Lusitano Pl.
          Tucson, AZ 85748
</TABLE>

Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On February 20, 1996, the Company issued a total of 1,000 shares
of its common stock, if which in consideration of Mr. Hodges
contributing toward the organizational expenses of the Company
and for services rendered, the Company issued Mr. Hodges 800
shares.  On October 20, 1999, the outstanding shares were forward
split 1,000 to 1 and the par value was changed to $.001,
resulting in a total of 1,000,000 shares outstanding, 800,000 of
which are owned by Mr. Hodges.

Under Rule 405 promulgated under the Securities Act of 1933, Mr.
Hodges may be deemed to be a promoter of the Company.  No other
persons are known to management that would be deemed to be
promoters.

Item 13.   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND
REPORTS ON FORM 8-K.

Item 1.		Index to Exhibits.

Exhibit 3.*	Articles of Incorporation.

Exhibit 3.1*	Amendment to Articles of Incorporation.

Exhibit 3.2*	Bylaws.
______
*   Previously filed.

Financial Statements.

(a) Independent Auditor's Report

(b) Balance Sheets
      December 31, 2001 and 2000

(c) Statements of Operations
      For the Years Ended December 31, 2001 and 2000

(d) Statement of Stockholders' Equity
      Since November 6, 1995 (Inception) to December 31, 2001

(e) Statements of Cash Flows
      For the Years Ended December 31, 2001 and 2000

(f) Notes to Financial Statements

Reports on Form 8-K.

During 2001 through the date of this report, there were no
8-K reports filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Casterbridge Management, Inc.
DATE: February 20, 2002
Daniel L. Hodges, President and Director
On behalf of the Board of Directors.

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
and on the dates indicated.

Date: February 20, 2002 By:

/s/DANIEL L. HODGES
Daniel L. Hodges, President, CFO, Secretary and Sole Director
CASTERBRIDGE MANAGEMENT, INC.



PART F/S
FINANCIAL STATEMENTS


The financial statements of the Company
required to be included in Part F/S are set forth below.


CASTERBRIDGE MANAGEMENT, INC.


(A Development Stage Company)




INDEPENDENT AUDITOR'S REPORT

DECEMBER 31, 2001 AND 2000





CONTENTS

                                            Page


Independent Auditor's Report. . . . . . . . F - 1

Balance Sheets
  December 31, 2001 and 2000. . . . . . . . F - 2

Statements of Operations for the
  Years Ended December 31, 2001 and 2000. . F - 3

Statement of Stockholders' Equity Since
 November 6, 1995 (Inception) to December 31, 2001..F - 4

Statements of Cash Flows for the
  Years Ended December 31, 2001 and 2000. . F - 5

Notes to Financial Statements . . . . . . . F - 6


ROBISON, HILL & CO., A PROFESSIONAL CORPORATION,
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

Casterbridge Management, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of
Casterbridge Management, Inc. (a development stage
company) as of December 31, 2001, and 2000, and the
related statements of operations and cash flows for the
two years ended December 31, 2001 and the statement of
stockholder's equity from November 6, 1995 (inception)
to 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 Casterbridge Management, Inc. (a
development stage company) as of December 31, 2001 and
2000, and the results of its operations and its cash
flows for the two years ended December 31, 2001 in
conformity with accounting principles generally
accepted in the United States of America.

Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
January 14, 2002
F-1


<TABLE>
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
BALANCE SHEETS

<CAPTION>
                                          December 31
                                      2001           2000
<S>                                    <C>            <C>
Assets                               $   -          $   -

Liabilities
 Accounts Payable                    $ 515          $ 215

Shareholders' Equity
 Common Stock, Par Value $.001
  Authorized 100,000,000 shares
  Issued 1,000,000 shares at
  December 31, 2001 and 2000         1,000          1,000
 Paid-In Capital                     5,500          1,915
 Retained Deficit                   (1,200)        (1,200)
 Deficit Accumulated During the
  Development State                 (5,815)        (1,930)

  Total Stockholders' Equity          (515)          (215)

 Total Liabilities and
   Shareholders' Equity               $  -           $  -
</TABLE>

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

F-2


<TABLE>

CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<CAPTION>
                                             Cumulative
                                                since
                                          October 20, 1999
                      For the year ended    inception of
                          December 31        development
                       2001       2000         stage

<S>                     <C>        <C>          <C>

Revenues              $   -      $   -        $   -

Expenses              3,885      1,795        5,815

  Net Loss          $(3,885)   $(1,795)     $(5,815)

Basic & Diluted loss per share
                      $   -      $   -
</TABLE>

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

F-3


<TABLE>
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EOUITY
SINCE NOVEMBER 6, 1995 (INCEPION) TO DECEMBER 31, 2001
<CAPTION>
                                              Deficit
                                               Accumulated
                                                  During
           Common Stock      Paid-In  Retained Development
         Shares   Par Value   Capital  Deficit     Stage
<S>           <C>    <C>      <C>       <C>         <C>

Balance at November 6, 1995
(Inception)       -     $  -       $  -       $  -          $  -

February 20, 1996 Issuance of Stock for
Services and payment
 Of Accounts payable
          1,000,000    1,000          -          -             -

Net Loss          -        -          -     (1,000)            -
Balance at December 31, 1996
          1,000,000    1,000          -     (1,000)            -

Net Loss          -        -          -       (100)            -
Balance at December 31, 1997
          1,000,000    1,000          -     (1,100)            -

Net Loss          -        -          -       (100)            -
Balance at December 31, 1998
          1,000,000    1,000          -     (1,200)            -

Capital Contributed by Shareholder  335          -             -
Net Loss          -        -          -          -          (135)
Balance at December 31, 1999
          1,000,000    1,000        335     (1,200)         (135)

Capital Contributed by Shareholder 1,580         -             -
Net Loss          -        -          -          -        (1,795)
Balance at December 31, 2000
          1,000,000   $1,000     $1,915    $(1,200)      $(1,930)

Capital Contributed by Shareholder 3,585         -             -
Net Loss          -        -          -          -        (3,885)
Balance at December 31, 2001
          1,000,000   $1,000     $5,500    $(1,200)      $(5,815)
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-4


<TABLE>
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<CAPTION>
                                               Cumulative
                                                  since
                                          October 20, 1999
                         For the year ended  inception of
                                December 31    development
                              2001       2000     stage

<S>                            <C>        <C>         <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss                   $(3,885)   $(1,795)    $(5,815)
Increase (Decrease) in
 Accounts Payable              300       (215)        315
Net Cash Used in
 Operating activities       (3,585)    (1,580)      5,500
CASH FLOWS FROM
INVESTING ACTIVITIES:
Net Cash provided by
 Investing activities            -          -           -

CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
 By shareholder              3,585      1,580       5,500
Net Cash provided by
 Financing activities        3,585      1,580       5,500

Net (Decrease) Increase in
 Cash and Cash Equivalents       -          -           -
Cash and Cash Equivalents
 At Beginning of Period          -          -           -
Cash and Cash Equivalents
 At End of Period            $   -      $   -       $   -

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
 Interest                    $   -      $   -       $   -
 Franchise and income taxes  $   -      $ 215       $ 215

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AN
FINANCING ACTIVIITES:  None
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-5


CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

This summary of accounting policies for Casterbridge
Management, Inc. is presented to assist in
understanding the Company's financial statements.  The
accounting policies conform to generally accepted
accounting principles and have been consistently
applied in the preparation of the financial statements.

Organization and Basis of Presentation

The Company was incorporated under the laws of the
State of Nevada on November 6, 1995.  The Company
ceased all operating activities during the period from
November 6, 1995 to October 20, 1999 and was considered
dormant.  Since October 20, 1999, the Company is in the
development stage, and has not commenced planned
principal operations.

Nature of Business

The company has no products or services as of December
31, 2001.  The Company was organized as a vehicle to
seek merger or acquisition candidates.  The Company
intends to acquire interests in various business
opportunities, which in the opinion of management will
provide a profit to the Company

Cash and Cash Equivalents

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

Pervasiveness of Estimates

The preparation of financial statements in conformity
with generally accepted accounting principles required
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.
F-6

Loss per Share

	The reconciliation of the numerators and
denominators of the basic loss per share computations
are as follows:
<TABLE>
<CAPTION>
                                            Per-Share
                   Income        Shares       Amount
                 (Numerator)   (Denominator)
          For the year ended December 31, 2001:
<S>				 <C>        <C>           <C>
Basic Loss per Share
Loss to common shareholders
                    $(3,885)    1,000,000     $ -

          For the year ended December 31, 2000:
Basic Loss per Share
Loss to common shareholders
                    $(1,795)    1,000,000     $ -
</TABLE>
	The effect of outstanding common stock equivalents
would be anti-dilutive for December 31, 2001 and 2000
and are thus not considered.

Concentration of Credit Risk

The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange
contracts, options contracts or other foreign hedging
arrangements.  The Company maintains the majority of
its cash balances with one financial institution, in
the form of demand deposits.

NOTE 2 - INCOME TAXES

As of December 31, 2001, the Company had a net
operating loss carryforward for income tax reporting
purposes of approximately $7,000 that may be offset
against future taxable income through 2021.  Current
tax laws limit the amount of loss available to be
offset against future income when a substantial change
in ownership occurs.  Therefore, the amount available
to offset future taxable income will be limited.  No
tax benefit has been reported in the financial
statements, because the Company believes there is a 50%
or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of
the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

The Company has not begun principal operations and as
is common with a development stage company, the Company
has had recurring losses during its development stage.
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.  However, the Company does not have
significant cash or other material assets, nor does it
have an established source of revenues sufficient to
cover its operating costs and to allow it to continue
as a going concern.  In the interim, shareholders of
the Company have committed to meeting its minimal
operating expenses.

NOTE 4 - COMMITMENTS

As of December 31, 2001 all activities of the Company
have been conducted by corporate officers from either
their homes or business offices.  Currently, there are
no outstanding debts owed by the Company for the use of
these facilities and there are no commitments for
future use of the facilitates.