SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


(Mark One)

[x]  Annual report under section 13 or 15 (d) of the Securities  Exchange Act of
     1934 for the fiscal year ended September 30, 2000

[ ]  Transition  report  pursuant  to section  13 or 15(d) of the  Securities
     Exchange  Act  for  the  transition  period  from  ____________________  to
     ____________________


         Commission File Number 000-28535

                            ARCADIA INVESTMENTS, INC.
                   ------------------------------------------
        (Exact name of small business issuer as specified in its charter)



       Wyoming                                          86-0969997
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


              110 East 55th Street, Ninth Floor, New York, NY 10022
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (212) 906-8022
                         ------------------------------
                           (Issuer's telephone number)

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 $.001 Par Value
                     ---------------------------------------
                                (Title of class)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section  13 or 15 (d) of the  Exchange  Act  during  the past 12 months (or 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 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 the year ended September 30, 2000 were $0.00.

     As of September 30, 2000 there were 1,000,000  outstanding shares of Common
Stock $.001 par value.  The  aggregate  market value of the voting stock held by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of September 30, 2000, was
$200.00.


<PAGE>



                                     PART I

     The information set forth in this Report on Form 10-KSB including,  without
limitation,  that contained in Item 6, Management's  Discussion and Analysis and
Plan of Operation,  contains "forward looking  statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of 1934,  as amended.  Actual  results may  materially
differ from those  projected in the  forward-looking  statements  as a result of
certain risks and  uncertainties set forth in this report.  Although  management
believes  that  the  assumptions   made  and   expectations   reflected  in  the
forward-looking  statements  are  reasonable,  there  is no  assurance  that the
underlying  assumptions will, in fact, prove to be correct or that actual future
results will not be different from the expectations expressed in this report.

Item 1.           DESCRIPTION OF BUSINESS.


The Company has not engaged in any operations other than organizational matters.
Arcadia   Investments,   Inc.,  a  Wyoming   corporation  ("the  "Company")  was
incorporated  on August 2,  1996,  and was  formed  specifically  to be a "clean
public  shell"  and for the  purpose  of either  merging  with or  acquiring  an
operating company with operating history and assets.

The primary  activity of the Company will involve  seeking merger or acquisition
candidates  with  whom it can  either  merge or  acquire.  The  Company  has not
selected  any  company  for  acquisition  or merger and does not intend to limit
potential acquisition  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 Company's plans are in the conceptual stage
only.

Item 2.           DESCRIPTION OF PROPERTY.

As of September 30, 2000, the Company did not own or lease any office space.

Item 3.           LEGAL PROCEEDINGS.

As of  September  30,  2000,  there are no known legal  proceedings  against the
Company or any of its officers or directors.

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

No matters were  submitted to a vote of the security  holders  during the fourth
fiscal quarter of 2000.



<PAGE>


                                     PART II


Item 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock is not currently traded.

As of  November 1, 2000,  there were 24  stockholders  of record.  The number of
shares outstanding was 1,000,000.

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

Of the 1,000,000 issued and outstanding  shares of Common Stock,  800,000 shares
are restricted  shares and 200,000 shares can be sold pursuant to Rule 144 under
the Securities Act.

No dividends  have been declared on the Company stock during the last two fiscal
years.  The Company does not foresee any  dividends  being  declared in the near
future.

No  unregistered  securities  were issued by the  Company  within the past three
years.

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

Plan of Operation - General

The Company  was  organized  for the purpose of creating a corporate  vehicle 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.  At
this time,  the  Company  has no plan,  proposal,  agreement,  understanding  or
arrangement to acquire or merge with any specific  business or company,  and the
Company has not  identified any specific  business or company for  investigation
and  evaluation.  No member of Management or promoter of the Company has had any
material  discussions  with any other company with respect to any acquisition of
that company.
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 intends to obtain funds in one or more private placements to finance
the operation of any acquired business.  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  virtually  unlimited  discretion  in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no assurance  that the Company has had any  experience in
the proposed business of the Company. There can be no assurance that the Company
will be able to raise any funds in private placement.  In any private placement,
management  may  purchase  shares on the same terms as  offered  in the  private
placement.

Management  anticipates that it will only participate in one potential  business
venture. This lack of diversification should be considered a substantial risk in
Investments  in the  Company  because it will not  permit the  Company to offset
potential losses from one venture against gains from another.

The  Company  may seek a  business  opportunity  with a firm that only  recently
commenced  operations,  or a developing  company in need of additional funds for
expansion  into new products or markets,  or an  established  company  seeking a
public  vehicle.  In some  instances,  a business  opportunity  may  involve the
acquisition  or  merger  with a  corporation  which  does not  need  substantial
additional  cash but which desires to establish a public  trading market for its
common  stock.  The Company  may  purchase  assets and  establish  wholly  owned
subsidiaries   in  various   business  or  purchase   existing   businesses   as
subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate  will be complex and extremely  risky.  Because of general  economic
conditions,  rapid  technological  advances being made in some  industries,  and
shortages  of available  capital,  management  believes  that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits 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  statues) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

As is customary in the industry, the Company may pay a finder's fee for locating
an  acquisition  prospect.  If any such fee is paid,  it will be approved by the
Company's  Board of  Directors  and  will be in  accordance  with  the  industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management had adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.

As part of any transaction,  the acquired company may require that Management or
other  stockholders  of the Company sell all or a portion of their shares to the
acquired  company,  or  to  the  principals  of  the  acquired  company.  It  is
anticipated  that the sales  price of such shares will be lower than the current
market price or anticipated market price of the Company's Common Stock at such a
time. The Company's  funds are not expected to be used for purposes of any stock
purchase  from  insiders.  The Company  shareholders  will not be  provided  the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion  of  their  shares  in  connection  with an  acquisition  may  influence
management's decision to enter into a specific transaction.  However, management
believes that since the  anticipated  sales price will  potentially be less than
market value,  that the  potential of a stock sale will be a material  factor in
their decision to enter a specific transaction.

The above  description of potential sales of management  stock is not based upon
any corporate bylaw, shareholder or board resolution,  or contract or agreement.
No other  payments of cash or property are expected to be received by Management
in connection with any acquisition.

The Company has not  formulated  any policy  regarding the use of consultants or
outside  advisors,  but does  anticipate  that it will use the  services of such
persons.

The Company has, and will continue to have,  insufficient  capital with which to
provide the owners of business  opportunities with any significant cash or other
assets.  However,  management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling  ownership  interest in a
public company at substantially less cost than is required to conduct an initial
public offering.  The owners of the business  opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur  significant legal and accounting costs in connection with the acquisition
of a  business  opportunity  including  the  costs of  preparing  post-effective
amendments,  Forms 8-K,  agreements and related reports and documents.  However,
the officers and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived  benefits of
a merger or acquisition transaction for the owners of a business opportunity.

The  Company  does not  intend  to make any loans to any  prospective  merger or
acquisition candidates or unaffiliated third parties.

Sources of Opportunities

The Company  anticipates that business  opportunities  for possible  acquisition
will be referred by various  sources,  including  its  officers  and  directors,
professional advisers, securities broker-dealers,  venture capitalists,  members
of the financial  community,  and others who may present unsolicited  proposals.
The Company will seek a potential  business  opportunity from all known sources,
but will rely principally on personal  contacts of its officers and directors as
well as indirect  associations  between them and other business and professional
people.   It  is  not  presently   anticipated  that  the  Company  will  engage
professional firms specializing in business acquisitions or reorganizations.

The  officers  and  directors  of the  Company are  currently  employed in other
positions  and will  devote only a portion of their time (not more than a couple
hours per week) to the business  affairs of the  Company,  until such time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and  closing  any  acquisition.  In
addition,  in the face of  competing  demands for their time,  the  officers and
directors may grant  priority to their  full-time  positions  rather than to the
Company.

Evaluation of Opportunities

The analysis of new business  opportunities  will be  undertaken by or under the
supervision of the officers and directors of the Company.  Management intends to
concentrate  on  identifying  prospective  business  opportunities  that  may be
brought to its attention through present associations with management.

In analyzing prospective business  opportunities,  management will consider such
matters as the available technical,  financial and managerial resources; working
capital  and  other  financial  requirements;  history  of  operation,  if  any;
prospects  for the future;  present and  expected  competition;  the quality and
experience of management  services  which may be available and the depth of that
management;  the potential for further  research,  development  or  exploration;
specific risk factors not now  foreseeable  but which then may be anticipated to
impact the proposed  activities  of the  Company;  the  potential  for growth or
expansion;  the  potential  for profit;  the  perceived  public  recognition  or
acceptance  of  products,  services or trades;  name  identification;  and other
relevant  factors.  Officers and directors of each Company will meet  personally
with   management  and  key  personnel  of  the  firm  sponsoring  the  business
opportunity as part of their investigation.  To the extent possible, the Company
intends to utilize  written reports and personal  investigation  to evaluate the
above factors.  The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.

It may be anticipated  that any  opportunity  in which the Company  participates
will present certain risks. Many of these risks cannot be adequately  identified
prior to selection of the specific opportunity,  and the Company's  shareholders
must,  therefore,  depend on the ability of  management to identify and evaluate
such risk. In the case of some of the opportunities available to the Company, it
may be  anticipated  that the  promoters  thereof  have been unable to develop a
going concern or that such business is in its  development  stage in that it has
not generated  significant revenues from its principal business activities prior
to the  Company's  participation.  There is a risk,  even  after  the  Company's
participation  in the  activity  and the related  expenditure  of the  Company's
funds,  that the  combined  enterprises  will  still be unable to become a going
concern or advance beyond the development  stage.  Many of the opportunities may
involve new and untested products,  processes, or market strategies that may not
succeed. The Company and, therefore, its shareholders will assume such risks.

The Company will not restrict its search for any specific kind of business,  but
may acquire a venture which is in its preliminary or development stage, which is
already in operation,  or in essentially  any stage of its corporate life. It is
currently  impossible to predict the status of any business in which the Company
may become  engaged,  in that such  business may need  additional  capital,  may
merely desire to have its shares  publicly  traded,  or may seek other perceived
advantages which the Company may offer.

Acquisition of Opportunities

In implementing a structure for a particular business  acquisition,  the Company
may become a party to a merger,  consolidation,  reorganization,  joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase  stock or assets of an  existing  business.  On the  consummation  of a
transaction,  it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the  Company's  officers  and  directors  may,  as  part  of  the  terms  of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the Company's shareholders.

It is anticipated that any securities issued in any such 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, the Company may agree to register such securities either at
the  time  the  transaction  is  consummated,  under  certain  conditions  or at
specified time thereafter. The issuance of substantial additional securities and
their  potential sale into any trading market in the Company's  Common Stock may
have a depressive effect on such market. While the actual terms of a transaction
to which the Company may be a party cannot be predicted, it may be expected 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 1986,  as amended  (the  "Code").  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,  the shareholders of the Company,  including past and current  investors,
would retain less than 20% of the issued and outstanding shares of the surviving
entity,  which  could  result  in  significant  dilution  in the  equity of such
shareholders.

As part of the  Company's  investigation,  officers and directors of the Company
will meet personally  with  management and key personnel,  may visit and inspect
material  facilities,  obtain  independent  analysis or  verification of certain
information provided,  check reference of management and key personnel, and take
other reasonable  investigative measures, to the extent of the Company's limited
financial resources and management  expertise.  The manner in which each Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity,  and the relative  negotiating strength of the Company and such
other management.

With respect to any mergers or  acquisitions,  negotiations  with target company
management  will be expected  to focus on the  percentage  of the Company  which
target company shareholders would acquire in exchange for their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
lesser  percentage  ownership  interest in the Company  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event that the Company  acquires a target company with  substantial  assets.
Any merger or  acquisition  effected  by the  Company  can be expected to have a
significant  dilative  effect on the  percentage of shares held by the Company's
then shareholders, including past and current investors.

The Company will not have sufficient  funds (unless it is able to raise funds in
a private  placement) to undertake any  significant  development,  marketing and
manufacturing of any products which may be acquired. Accordingly,  following the
acquisition  of any such  product,  the  Company  will,  in all  likelihood,  be
required to either seek debt or equity  financing  or obtain  funding from third
parties, in exchange for which the Company would probably be required to give up
a  substantial  portion of its  interest in any  acquired  product.  There is no
assurance that the Company will be able either to obtain additional financing or
interest  third  parties  in  providing  funding  for the  further  development,
marketing and manufacturing of any products acquired.

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision were made not to participate  in a specific  business  opportunity  the
costs therefore incurred in the related  investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.

Management  believes  that the  Company  may be able to benefit  from the use of
"leverage"  in  the  acquisition  of  a  business   opportunity.   Leveraging  a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. During periods when interest rates
are  relatively  high,  the  benefits of  leveraging  are not as great as during
periods  of  lower  interest  rates  because  the  investment  in  the  business
opportunity  held on a leveraged  basis will only be  profitable if it generates
sufficient  revenues to cover the related debt and other costs of the financing.
Lenders  from which the  Company  may obtain  funds for  purposes of a leveraged
buy-out  may impose  restrictions  on the future  borrowing,  distribution,  and
operating  policies of the  Company.  It is not possible at this time to predict
the restrictions,  if any, which lenders may impose or the impact thereof on the
Company.

Competition

The Company is an insignificant participant among firms which engage in business
combinations  with, or financing of,  development stage  enterprises.  There are
many  established  management  and  financial  consulting  companies and venture
capital  firms  which  have   significantly   greater  financial  and  personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue to be at a  significant  competitive  disadvantage  vis-a-vis the
Company's competitors.

Regulation and Taxation

The Investment Company Act of 1940 defines an "investment  company" as an issuer
that is or holds  itself  out as being  engaged  primarily  in the  business  of
investments,  reinvestments or trading of securities. While the Company does not
intend to  engage in such  activities,  the  Company  could  become  subject  to
regulation  under the  Investment  Company  Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood that the Company could be classified as an "investment company."

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.

Employees

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

Results of Operations

The following  discussion and analysis below should be read in conjunction  with
the financial  statements,  including the notes thereto,  appearing elsewhere in
this report.

The Company had no sales or sales  revenues  for the years ended  September  30,
2000 and  1999  because  it is a shell  company  that  has not had any  business
operations for the past three years.

The Company had no costs of sales  revenues  for the years ended  September  30,
2000 and  1999  because  it is a shell  company  that  has not had any  business
operations  for the past three  years.  The  Company  had $12,491 in general and
administrative  expenses for the year ended  September  30, 2000 and $25 for the
same period in 1999.

The Company recorded a net loss of $12,491 for the year ended September 30, 2000
compared to $25 loss for the same period in 1999.

Capital Resources and Liquidity

At September  30,  2000,  the Company had total  current  assets of $0 and total
assets of $0. The Company had a net working capital deficit of $6,836 and has an
ongoing need to finance its  activities.  To date,  the Company has funded these
cash  requirements by offering and selling its Common Stock, in addition to cash
advances from current stockholders.


Item 7.           FINANCIAL STATEMENTS.


























<PAGE>




                            ARCADIA INVESTMENTS, INC.

                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           SEPTEMBER 30, 2000 AND 1999




<PAGE>



                                    CONTENTS


                                                                          Page

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

Balance Sheets
  September 30, 2000 and 1999.............................................F - 2

Statements of Operations
  For the Years Ended September 30, 2000 and 1999.........................F - 3

Statement of Stockholders' Equity for the
 Period from August 2, 1996 (Inception) to September 30, 2000.............F - 4

Statements of Cash Flows
  For the Years Ended September 30, 2000 and 1999.........................F - 5

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


<PAGE>



                                      F - 1







                          INDEPENDENT AUDITOR'S REPORT


Arcadia Investments, Inc.
(A Development Stage Company)


         We have audited the accompanying balance sheets of Arcadia Investments,
Inc. (a  development  stage  company) as of September 30, 2000 and 1999, and the
related  statements  of  operations  and  cash  flows  for the two  years  ended
September  30, 2000,  and the statement of  stockholders'  equity for the period
from  August  2,  1996  (inception)  to  September  30,  2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of Arcadia Investments,
Inc. (a  development  stage  company) as of September 30, 2000 and 1999, and the
results of its operations  and its cash flows for the two years ended  September
30, 2000 in conformity with generally accepted accounting principles.

                                                  Respectfully submitted



                                                   /s/ Robison, Hill & Co.
                                                   Certified Public Accountants

Salt Lake City, Utah
December 15, 2000





<PAGE>


                            ARCADIA INVESTMENTS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS




                                                               September 30,
                                                          ---------------------
                                                            2000         1999
                                                          --------      -------
Assets: .............................................     $   --        $  --
                                                          ========      =======

Liabilities - Accounts Payable ......................     $  6,836      $  --
                                                          --------      -------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 shares at September 30,
    2000 and 1999 ...................................        1,000        1,000
  Paid-In Capital ...................................        5,730           75
  Retained Deficit ..................................       (1,075)      (1,075)
  Deficit Accumulated During the
    Development Stage ...............................      (12,491)        --
                                                          --------      -------

     Total Stockholders' Equity .....................       (6,836)        --
                                                          --------      -------

     Total Liabilities and
       Stockholders' Equity .........................     $   --        $  --
                                                          ========      =======






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






<PAGE>


                            ARCADIA INVESTMENTS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                     Cumulative
                                                                       since
                                                                   October 20, 1999
                                               For the year ended    Inception of
                                                  September 30,      development
                                               --------------------
                                                   2000      1999      stage
                                               --------    -------    ---------
<S>                                            <C>         <C>        <C>
Revenues: ................................     $   --      $  --      $    --

Expenses: ................................       12,491        25        12,491
                                               --------    -------    ---------

     Net Loss ............................     $(12,491)   $  (25)    $ (12,491)
                                               ========    ======     =========
Basic & Diluted loss per share ...........     $  (0.01)   $   --
                                               ========    ======
</TABLE>



















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




<PAGE>


                            ARCADIA INVESTMENTS, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM AUGUST 2, 1996 (INCEPTION) TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>

                                                                              Deficit
                                                                              Accumulated
                                                                              Since
                                                                              October 20,1999
                                                                              Inception of
                                             Common Stock   Paid-In Retained  Development
                                           Shares Par Value Capital Deficit   Stage
                                         --------- -------  ------  -------   --------
<S>                                      <C>       <C>      <C>     <C>       <C>
Balance at August 2, 1996 (inception)
                                          $   --  $   --  $   --   $     --

Net Loss .............................        --      --      --     (1,000)      --
                                         --------- -------  ------  -------   --------
Balance at September 30, 1996 ........        --      --      --     (1,000)

Net Loss .............................        --      --      --        (25)      --
                                         --------- -------  ------  -------   --------
Balance at September 30, 1997 ........        --      --      --     (1,025)      --

November 4, 1997 Issuance of Stock for
 of Accounts Payable .................       1,000   1,000    --       --         --

Net Loss .............................        --      --      --        (25)      --
                                         --------- -------  ------  -------   --------
Balance at September 30, 1998
 As Originally Reported ..............       1,000   1,000    --     (1,050)      --

Retroactive adjustment for 1,000
 to 1 stock split October 20, 1999 ...     999,000    --      --       --         --
                                         --------- -------  ------  -------   --------
Restated balance October 1, 1998 .....   1,000,000   1,000    --     (1,050)      --

Capital contributed by shareholder ...        --      --        75     --         --
Net Loss .............................        --      --      --        (25)      --
                                         --------- -------  ------  -------   --------
Balance at September 30, 1999 ........   1,000,000   1,000      75   (1,075)      --

Capital contributed by shareholder ...        --      --     5,655     --         --
Net Loss .............................        --      --      --       --      (12,491)
                                         --------- -------  ------  -------   --------
Balance at September 30, 2000 ........   1,000,000 $ 1,000  $5,730  $(1,075)  $(12,491)
                                         ========= =======  ======  =======   ========
</TABLE>


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




<PAGE>


                            ARCADIA INVESTMENTS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                        Cumulative
                                                                          Since
                                                                        October 20
                                                                          1999
                                                   For the years ended  Inception of
                                                      September 30,     Development
                                                     ---------------
                                                       2000     1999     Stage
                                                     --------   ----   --------
<S>                                                  <C>        <C>    <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss ..........................................  $(12,491)  $(25)  $(12,491)
Increase (Decrease) in Accounts Payable ...........     6,836    (50)     6,836
                                                     --------   ----   --------
  Net Cash Used in operating activities ...........    (5,655)   (75)    (5,655)
                                                     --------   ----   --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
  investing activities ............................      --      --        --
                                                     --------   ----   --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder ................     5,655     75      5,655
                                                     --------   ----   --------
Net Cash Provided by
  Financing Activities ............................     5,655     75      5,655
                                                     --------   ----   --------
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 ......................  $   --     $--    $   --

</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None

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





<PAGE>


                            ARCADIA INVESTMENTS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of accounting  policies for Arcadia  Investments,  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 Wyoming on
August 2, 1996.  The Company ceased all operating  activities  during the period
from  August 2, 1996 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 September  30, 2000.  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.



<PAGE>





                            ARCADIA INVESTMENTS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per Share

     The  reconciliations  of the numerators and  denominators of the basic loss
per share computations are as follows:
                                                                      Per-Share
                             Income              Shares               Amount
                             (Numerator)         (Denominator)

                                     For the year ended September 30, 2000
Basic Loss per Share
Loss to common shareholders  $  (12,491)            1,000,000  $          (0.01)


                                     For the year ended September 30, 1999
Basic Loss per Share
Loss to common shareholders  $     (25)            1,000,000            $      -

     The effect of outstanding  common stock  equivalents would be anti-dilutive
for September 30, 2000 and 1999 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.


<PAGE>





                                     - 11 -
Newy1:758477:3:3/21/01
301893-1


                            ARCADIA INVESTMENTS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Continued)

NOTE 2 - INCOME TAXES

     As of September 30, 2000, the Company had a net operating loss carryforward
for income tax reporting  purposes of  approximately  $14,000 that may be offset
against future taxable income through 2011. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may 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.

NOTE 4 - COMMITMENTS

     As of September 30, 2000 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 facilities.

NOTE 5 - STOCK SPLIT

     On October  20,  1999 the Board of  Directors  authorized  1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying  financial  statements to
the number of common  shares and  per-share  amounts for 1999 and 1998 have been
restated to reflect the stock split.

NOTE 6 - SUBSEQUENT EVENTS

     On November  14,  2000,  the Company  declared a ten for one forward  stock
split of its shares of common stock, par value $.001 per share,  increasing such
shares from 1,000,000 shares to 10,000,000 shares (the "Stock Split"). The Stock
Split will be effective on November 15, 2000.

<PAGE>

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 Section 16(a) of the Exchange Act.



Directors and Executive Officers.

The members of the Board of Directors of the Company serve until the next annual
meeting of  stockholders,  or until  their  successors  have been  elected.  The
officers serve at the pleasure of the Board of Directors.  Information as to the
director and executive officer of the Company is as follows.

Jeong S. Park has been sole Director,  President,  Chief  Financial  Officer and
Secretary of the Company  since his  appointment  on June 19, 2000.  Mr. Park is
also the Director  and  President of Lakshmi  Enterprises,  Inc., a  Development
Stage Company incorporated in the State of Delaware.  Lakshmi Enterprises,  Inc.
is a reporting  company  pursuant to Section 12(g) of the Exchange Act. Mr. Park
is the Executive Vice President of 3R, Inc., a Korean  company,  and the current
beneficial  owner of 80% of the Company's  common stock. Mr. Park holds B.A. and
M.B.A. degrees from the Seoul National University in Korea.

Board Committees

The Company does not have any  committees,  including an audit committee at this
time.

Conflicts of Interest

Certain  conflicts of interest now exist and will  continue to exist between the
Company  and its  officers  and  directors  due to the fact  that each has other
business interests to which he devotes his primary  attention.  Each officer and
director 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  management,  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  between the Company,
its officers and  directors or  affiliated  entities.  There can be no assurance
that  management will resolve all conflicts of interest in favor of the Company,
and failure by  management  to conduct the  Company's  business in the Company's
best  interest  may result in  liability  to the  management.  The  officers and
directors are accountable to the Company as  fiduciaries,  which means that they
are 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
an officer or director to  appropriately  resolve any conflict of interest  may,
subject to applicable rule of civil  procedure,  be able to bring a class action
or derivative suit to enforce their rights and the Company's rights.

<PAGE>


Item 10. EXECUTIVE COMPENSATION.

No compensation is paid or anticipated to be paid by the Company. It is possible
that  upon an  acquisition  some  compensation  may be paid  to  management.  On
acquisition  of a business  opportunity,  current  management  may resign and be
replaced  by  persons  associated  with  the  business   opportunity   acquired,
particularly if the Company  participates in a business opportunity by effecting
a reorganization,  merger or consolidation.  If any member of current management
remains after effecting a business opportunity  acquisition,  that member's time
commitment  will  likely  be  adjusted  based on the  nature  and  method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the  Company  will  not  have  the  opportunity  to vote on or  approve  such
compensation.

Directors currently receive no compensation for their duties as directors.

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

The  following  table sets forth  certain  information  as of  November  1, 2000
regarding  the Common  Stock held by each person  known to the Company to be the
beneficial owner of more than five (5%) of the Common Stock.

Name and address                  Number of Shares     Percentage of Outstanding
of beneficial owner               of Common Stock Owned    Common Stock

3R, Inc.                           800,000                  80%
4th Floor Boramae Academy Tower
395-69 Shindaebang-Dong, Tongjak-Gy
Seoul
Korea 156-010

Jeong S. Park(1)                   800,000                  80%
c/o Kestrel Solutions, Inc.
80 East Route 4, Suite 270
Paramus, NJ 07652

All directors and
officers as a group                800,000                   80%


(1) By virtue of Jeong S. Park being the Executive  Vice  President of 3R, Inc.,
he may be deemed to be a beneficial  owner of the 800,000 shares of Common Stock
owned by 3R,  Inc.  Jeong S. Park  expressly  declares  that the  filing of this
report shall not be construed as an admission that he is the beneficial owner of
any of the Common Stock held by 3R, Inc.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.


<PAGE>




Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

       Exhibit Number                Description

3.1* Articles of Incorporation of Arcadia Investments, Inc. filed August 2, 1996
     (incorporated  by reference to Exhibit 1 to our  registration  statement on
     Form 10SB-12G filed on December 17, 1999 (file no. 000-28535)).

3.2* Certificate Amending Articles of Incorporation of Arcadia Investments, Inc.
     filed

3.3* Bylaws of Arcadia Investments, Inc. (incorporated by reference to Exhibit 3
     to our

4    Reference  is made to  Exhibits  3.1,  3.2 and  3.3.  - *  Incorporated  by
     reference.

(b) Reports on Form 8-K.

         No  reports on Form 8-K were  filed  during the period  covered by this
Form 10-KSB.


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                Arcadia Investments, Inc.


                                                By:_/s/ Jeong S. Park_____

                                                Jeong S. Park
                                                President and Director
                                                Date:    March 29, 2001