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, 2000

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) 577-1516

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 March 15, 2001 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 March 15, 2001
$.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
Company is a "clean public shell" because it has not commenced
operational activities, and has no debt liabilities.  The Company
has not been involved in any litigation nor has it had any prior
regulatory problems or business failures.  We believe that a
strong attraction of the Company as a merger partner or
acquisition vehicle will be its status as a reporting public
company without any history of prior business failures,
litigation or prior regulatory problems.

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 or "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 the 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 the ability of holders of the Company's
securities to sell their securities in any market that might
develop therefore.

The executive offices of the Company are located at 2102 North
Donner Avenue, Tucson, Arizona 85749.  Its telephone number is
(520) 577-1516.  The President, Secretary and sole director of
the Company is Daniel L. Hodges.

Mr. Hodges was not the original incorporator of the Company.
Subsequent to incorporation, the original incorporator resigned
as director and Mr. Hodges was appointed as sole officer and
director of the Company.  Mr. Hodges continues to be the sole
officer and director of the Company and majority shareholder.

As the sole director, Mr. Hodges has commenced implementation of
the Company's principal business purpose, which is to seek merger
or acquisition candidates.  The Company intends to seek to
acquire assets or shares of an entity actively engaged in
business that generates revenues, in exchange for its securities.
The Company has not selected any company as an acquisition or
merger candidate and does not intend to limit itself to any
particular field or industry, but does, in its sole discretion,
retain the right to do so.  The Company's plans are in the
conceptual stage only.  There is no relationship between the
particular name of the Company and the Company's intended
business plan.  If successful in completing a merger or
acquisition, the Company expects that it would change its name to
reflect the marketing goals of the business combination.

Competition

The Company is an insignificant participant that competes among
firms that 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
this field.  In view of the Company's limited financial resources
and management availability, the Company continues to be at a
significant competitive disadvantage.

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 has no full-time or part-time employees.  Mr. Hodges,
the sole officer and director of the Company, has agreed to
allocate a nominal portion of his time to the activities of the
Company without compensation.

Legal Proceedings

The Company is not subject to any pending litigation, legal
proceedings or claims.

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, Minimal Assets
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, 2000, 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.

Mr. Hodges May Have Conflicts Of Interest With The Company.

The terms of any future business combination involving the
Company may include such terms as Mr. Hodges' remaining a
director or officer of the Company following the business
combination.  However, the terms of a business combination may
provide for a payment by cash, securities or otherwise to Mr.
Hodges for the purchase or retirement of all or part of his
common stock of the Company by a target company or for services
rendered incident to or following a business combination.  Mr.
Hodges would directly benefit from such employment or payment.
These benefits may influence Mr. Hodges' choice of a target
company.  In addition, the Articles of Incorporation of the
Company provide that the Company indemnify its officers and/or
directors for liabilities, which can include liabilities arising
under the securities laws.  Therefore, assets of the Company
could be used or attached to satisfy any liabilities subject to
such indemnification.

In addition, Mr. Hodges has participated or is currently
participating in over 100 blank check companies that may compete
directly with the Company.  Additional conflicts of interest and
non-arm's length transactions may also arise in the future.  Mr.
Hodges has been or currently is involved with approximately 130
shell companies, approximately 110 of which are or will be
seeking business opportunities for mergers or acquisitions.
Consequently, there are potential inherent conflicts of interest
in Mr. Hodges' acting as officer and director of the Company.
Conflicts could also arise if the Company were to enter into any
business combination with a company in which Mr. Hodges is
involved.  This type of business transaction is not an arm's-
length transaction because of Mr. Hodges' potential involvement
with both parties.  While there is no policy prohibiting such a
transaction, the Company currently does not intend to engage in a
business combination of this type.

Many states, including Nevada where the Company is incorporated,
have enacted laws to address breaches of fiduciary duties of
management when conflicts of interest become problematic.  You
should note that shareholders' pursuit of remedies under state
laws can be prohibitively expensive and time consuming.

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.

Currently, There Is No Agreement For A Business Combination With
The Company And No Minimum Requirements For A Business
Combination.

The Company has no current arrangement, agreement or
understanding with respect to engaging in a business combination
with any specific entity.  We cannot guarantee that the Company
will be successful in identifying and evaluating any suitable
business opportunities or in concluding a business combination.
We have not selected any particular industry or specific business
within an industry as a potential target company.  The Company
has not established any criteria, including a specific length of
operating history or a specified level of earnings, assets,
and/or net worth, which it will require a target company to have
achieved, or without which the Company would not consider a
business combination with such business entity.  Accordingly, the
Company may enter into a business combination with a business
entity having no significant operating history, losses, limited
or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.  We cannot guarantee
you that the Company will be able to negotiate a business
combination on terms favorable to the Company.

We May Be Delayed Or Precluded From An Acquisition By Reporting
Requirements.

Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Company is required to provide certain
information about significant acquisitions including audited
financial statements of the acquired company.  These audited
financial statements must be furnished within 75 days following
the effective date of a business combination.  The target company
will have the obligation for obtaining audited financial
statements.  The additional time and costs for some potential
target companies to prepare financial statements may
significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Company.  Acquisition
prospects that do not have, or are unable to obtain, the required
audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.
Notwithstanding a target company's agreement to obtain audited
financial statements within the required time frame, these
audited financials may not be available to the Company at the
time of effecting a business combination.  In cases where audited
financials are unavailable, the Company will have to rely upon
unaudited information that has not been verified by outside
auditors in making its decision to engage in a transaction with
the business entity.  This risk increases the prospect that a
business combination with such a business entity might prove to
be an unfavorable one for the Company.

We Lack Market Research And Marketing Organization.

The Company has not conducted, and others have not made available
to the Company, market research indicating that demand exists for
the transactions we contemplate.  Even in the event demand exists
for a transaction of the type contemplated by the Company, there
is no assurance the Company will be successful in completing any
such business combination.

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.

There Are State Regulations Which Might Affect The
Transferability Of The Company's Shares.

The Company has not registered its shares for resale under the
securities or "blue sky" laws of any state and has no plans to
register or qualify its shares in any state.  Current
shareholders, and persons who desire to purchase the shares in
any trading market that may develop in the future, should be
aware that there may be significant state restrictions upon the
ability of new investors to purchase the securities.

Blue sky laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check"
companies, or in "blind-pool" offerings, or if such securities
represent "cheap stock" previously issued to promoters or others.
These limitations typically provide, in the form of one or more
of the following limitations, that such securities are:

 -  not eligible for sale under exemption provisions permitting
sales without registration  to accredited investors or qualified
purchasers;
 -  not eligible for the transactional exemption from
registration for nonissuer transactions by a registered broker-
dealer;
 -  not eligible for registration under the simplified small
corporate offering registration (SCOR) form available in many
states;
 -  not eligible for the "solicitations of interest" exception to
securities registration requirements available in many states;
 -  required to be placed in escrow and the proceeds received
held in escrow subject to various limitations; or
 -  not permitted to be registered or exempted from registration,
and thus not permitted to be sold in the state under any
circumstances.

Virtually all 50 states have adopted one or more of these
limitations, or other limitations or restrictions affecting the
sale or resale of stock of blank check companies, or securities
sold in "blind pool" offerings or "cheap stock" issued to
promoters or others.  Specific limitations on offerings by blank
check companies (or companies meeting such a definition, i.e.,
having no current business operations and no specific business
plan or purpose) have been adopted in:

  Alaska               Nevada             Tennessee
  Arkansas             New Mexico         Texas
  California           Ohio               Utah
  Delaware             Oklahoma           Vermont
  Florida              Oregon             Washington
  Georgia              Pennsylvania
  Idaho                Rhode Island
  Indiana              South Carolina
  Nebraska             South Dakota

The Company's selling efforts, and any secondary trading market
which may develop, may only be conducted in those jurisdictions
where an applicable exemption is available or where the shares
have been registered.  The Company has no current plan to
register its shares in any state and does not anticipate doing so
until after the consummation of a merger or acquisition, after
which it will no longer be classified as a blank check company.
The Company has not taken, and does not contemplate taking, any
steps to ensure compliance with state securities laws.

A Business Combination May Result In Unfavorable Taxation To The
Company.

Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may
undertake.  Currently, such transactions may be structured so as
to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions.  The Company intends to
structure any business combination so as to minimize the federal
and state tax consequences to both the Company and the target
company.  However, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-
free treatment upon a transfer of stock or assets.  A non-
qualifying reorganization could result in the imposition of both
federal and state taxes that may have an adverse effect on both
parties to the transaction and their shareholders.

Item 2.   DESCRIPTION OF PROPERTY.

The Company has a working agreement with one of its shareholders
for use of office space, telephones and secretarial services
supplied free of charge.  The Company has no property.

Item 3.   LEGAL PROCEEDINGS.

Not Applicable.

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.

Each shareholder of common stock, either in person or by proxy,
may cast one vote per share of common stock held on all matters
to be voted on.  The presence, in person or by proxy, of the
holders of a majority of the total number of shares entitled to
vote constitutes a quorum for the transaction of business.
Assuming that a quorum is present, the affirmative vote of a
majority of the shares of the Company present in person or
represented by proxy is required.  The Company's articles of
incorporation do not provide for cumulative voting or preemptive
rights.

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.

The Company's common stock is not currently traded.  There are no
plans, proposals, arrangements or understandings with any person
concerning the development of a trading market in the Company's
securities.

No dividends have been declared on the Company's stock.  The
Company does not foresee any dividends being declared in the near
future.

As of March 15, 2001, 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 officers, directors,
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.

Plan Of Operations - 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.  Mr. Hodges, the
Company's sole officer and director, has not had any material
discussions with any company with respect to the 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.  Our discussion of the proposed business of the Company
is purposefully general and is meant to demonstrate the Company's
virtually unlimited discretion to search for and enter into
potential business opportunities.

Sources Of Opportunities

The Company does not intend to actively seek out investors.
Rather, the Company seeks to merge with or acquire assets or
shares of an entity, which is already actively engaged in a
business that generates revenues, in exchange for the Company's
common stock.  Mr. Hodges expects that he will be contacted by a
number of target companies.

In addition, the Company anticipates that business opportunities
will be referred to it by various sources, including Mr. Hodges,
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 Mr. Hodges as well as
indirect associations between him and other business and
professional people.  We cannot predict the number of individuals
or companies who may approach Mr. Hodges about the Company.

The Company will not enter into a business combination with a
company in which Mr. Hodges or his affiliates or associates have
a current ownership interest.  However, there is no policy,
corporate bylaw or shareholder resolution prohibiting the Company
from merging or acquiring a business, asset or company in which
any potential promoter, affiliate or associate of the Company or
Mr. Hodges has any direct or indirect ownership.

The Company does not currently plan to engage professional firms
specializing in business acquisitions or reorganizations; however
the Company has not formulated any policy regarding the use of
consultants or outside advisors.  In addition, the Company has
not, and does not intend to, advertise in search of business
opportunities.  However, the Company may, in the future,
advertise and promote itself in financial newspapers, magazines
and on the Internet.

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 businesses or
purchase existing businesses as subsidiaries.

The Company anticipates that its selection of a business
opportunity in which to participate may be complex and extremely
risky.  Because of general economic conditions, rapid
technological advances being made in some industries and
shortages of available capital, Mr. Hodges believes that there
are numerous firms seeking the benefits of a publicly traded
corporation like the Company.  The 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.

The Company has, and will continue to have, insufficient capital
with which to provide the owners of potential target companies
with any significant cash or other assets.  However, Mr. Hodges
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 target
company will also incur significant legal and accounting costs in
connection with the business combination including the costs of
preparing post-effective amendments, Forms 8-K, agreements and
related reports and documents.  However, Mr. Hodges has not
conducted market research and is not aware of statistical data,
which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.

Evaluation Of Opportunities

The analysis of new business opportunities will be undertaken by,
or under the supervision of, Mr. Hodges, who may not be
considered a professional business analyst.  Mr. Hodges will be
the key person in the search, review and negotiation with
potential acquisition or merger candidates.  While Mr. Hodges
likely has no quantifiable experience in the businesses of any
particular target companies that may be reviewed, he has
experience in managing development stage companies similar to the
Company.  Mr. Hodges will rely upon his own efforts in
accomplishing the business purposes of the Company.  Mr. Hodges
is currently employed in other positions and will devote only a
nominal portion of his time to the business affairs of the
Company, until such time as an acquisition has been determined to
be highly favorable.  After that time, however, Mr. Hodges
expects to spend full time in investigating and closing any
acquisition.  In addition, in the face of competing demands for
his time, Mr. Hodges may grant priority to his other positions
rather than to the Company.

For example, in analyzing prospective business opportunities, Mr.
Hodges will consider the following matters:

 -  the available technical, financial and managerial resources;
working capital and other financial requirements of the target;
 -  the target's history of operations, if any;
 -  the target's prospects for the future;
 -  the present and expected competition in the target's
industry;
 -  the quality and experience of management services which may
be available and the depth of that management within the target;
 -  the potential for further research, development or
exploration in the target's industry;
 -  specific risk factors which may be anticipated to impact the
proposed activities of the Company;
 -  the potential for growth or expansion and profit;
 -  the perceived public recognition or acceptance of products,
services or trades of the target and the industry and brand or
name identification; and
-	all other relevant factors.

Mr. Hodges and/or his legal and financial advisers intend to 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.

Mr. Hodges is currently involved in promoting approximately 110
blank check companies, many of which have registered their shares
with the SEC under the Securities and Exchange Act of 1934.  All
of these companies are in various stages of searching for merger
or acquisition opportunities, and thus, there are potential
inherent conflicts of interest in Mr. Hodges' acting as officer
and director of the Company and these other companies.  Insofar
as he is engaged in other business activities, Mr. Hodges
anticipates he will devote only a nominal amount of time to the
Company's affairs.  In addition, Mr. Hodges may in the future
become a shareholder, officer or director of other companies that
may be formed for the purpose of engaging in business activities
similar to those conducted by the Company.  Accordingly,
additional direct conflicts of interest may arise in the future
with respect to such other entities.

The Company does not currently have a right of first refusal
pertaining to opportunities that come to Mr. Hodges' attention
insofar as such opportunities may relate to the Company's
proposed business operations.  Mr. Hodges will consider merger
and/or acquisition opportunities and intends to make them
available to the Company and the companies that he is affiliated
with on an equal basis and in his sole discretion.  The Company
has not adopted any conflict of interest policy with respect to
these types of transactions.   If a situation arises in which
more than one company with which Mr. Hodges is involved desires
to merge with or acquire a specific target company and the
principals of the proposed target company have no preference as
to which company will merge or acquire the target company, the
company that first filed a registration statement with the
Securities and Exchange Commission will be entitled to proceed
with the proposed transaction.

Acquisition Of Opportunities

The Company does not intend to make any loans to any prospective
merger or acquisition candidates or unaffiliated third parties.
However, as is customary in the industry, the Company may pay a
finder's fee for persons locating and introducing an acquisition
prospect.  In the event the Company consummates a transaction
with an entity introduced by a finder, we may compensate the
finder for the referral in the form of a finder's fee.  If a
finder's fee is paid, we anticipate that the finder's fee will be
either in the form of restricted common stock issued by the
Company as part of the terms of the proposed transaction, or in
the form of cash consideration.  If the finder's fee is paid in
the form of common stock, the Board of Directors will approve
this issuance.  If the finder's fee is in the form of cash, the
payment will have to be tendered by the acquisition or merger
candidate because the Company has insufficient cash available to
make any fee payment.  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 dollar amount involved.  These
fees are typically in the range of 5% on a $1,000,000 transaction
ratably down to 1% in a $4,000,000 transaction.

As part of any transaction, the acquired company may require that
Mr. Hodges or other shareholders of the Company sell all or a
portion of their shares to the acquired company, or to the
principals of the acquired company.  The sales price of these
shares may be lower than the anticipated market price of the
Company's common stock at that time.  The Company's shareholders
will not be provided the opportunity to approve or consent to
such sale.

Mr. Hodges may actively negotiate for the purchase of his common
stock as a condition to or in connection with a proposed merger
or acquisition transaction.  Any terms of a sale of Mr. Hodges'
shares may not be afforded to other shareholders of the Company.
The opportunity to sell all or a portion of his shares in
connection with an acquisition may influence Mr. Hodges' decision
to enter into a specific transaction.  However, Mr. Hodges
believes that since the anticipated sales price will potentially
be less than market value, the potential of a stock sale will be
a material factor in any decision to enter a specific
transaction.  This description of potential sales of Mr. Hodges'
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 Mr. Hodges in
connection with any acquisition.

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 the target corporation.  The Company may
also purchase stock or assets of the existing business.  On the
consummation of a transaction, it is likely that the present
management and shareholders of the Company will not be in control
of the Company.  Mr. Hodges 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.
Except as may be required by state or federal securities law
applicable to the particular form of transfer, the Company does
not intend to provide its shareholders with any complete
disclosure documents, including a proxy statement and/or audited
financial statements, concerning an acquisition or merger
candidate and its business prior to the consummation of any
acquisition or merger transaction.

A potential target might insist that the Company issue the target
shares of the Company's common stock as part of the business
combination.  We believe that any stock that the Company might
issue in any 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
the shares either at the time the transaction is consummated,
under certain conditions or at specified time thereafter.  The
issuance of substantial additional shares of stock and their
potential sale into any trading market in the Company's common
stock may have a dilutive and depressive effect on such trading
market.

While the actual terms of a transaction to which the Company may
be a party cannot be predicted, we expect that the parties to the
business combination will want to avoid the creation of a taxable
event and 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.  In order to obtain tax-free
treatment, 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 this 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.

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
it may acquire.  The Company does not intend to raise any funds,
via private placement or otherwise, prior to the effectiveness of
a merger or acquisition.  Upon the merger or acquisition, the
Company intends to obtain funds in one or more private placements
to finance the operation of the acquired business.  Persons
purchasing securities in these placements and other shareholders
may not have the opportunity to participate in the decision
relating to any acquisition.  The Company's proposed business is
sometimes referred to as a blank check because any investors will
entrust their investment to the Company's management before they
have a chance to analyze any ultimate use to which their money
may be put.  Accordingly, the Company would probably be required
to give up a substantial portion of its interest in any acquired
product.  We cannot assure you 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.

We believe that the investigation of specific business
opportunities and the negotiation, drafting and execution of
relevant agreements, disclosure documents and other instruments
will require substantial time, attention and costs for
accountants, attorneys and others.  If the Company and/or the
target business decide not to participate in a specific business
opportunity, the costs incurred in the related investigation
would not be recoverable.

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 equity.  The Company's balance
sheet as of December 31, 2000 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.

The Company had no sales or sales revenues for the period ended
December 31, 2000 or 1999 because it had not yet had any
business operations for the past three years.

The Company had no costs of sales revenues for the period ended
December 31, 2000 or 1999 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, 2000 in the amount of $1,795, compared to general
and administrative expenses of $135 for 1999.

The Company recorded net income loss of $1,795 for the year
ended December 31, 2000 compared to $135 loss for the comparable
period in 1999.

At December 31, 2000, the Company had total current assets of $0
as compared to $0 current assets at December 31, 1999.  The
Company had a net working capital deficit of $215 at December
31, 2000, compared to a net working capital deficit of $0 at
December 31, 1999.

Net stockholders' deficit in the Company was $215 as of
December 31, 2000 and $0 at December 31, 1999.

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
it may acquire.  The Company does not intend to raise any funds,
via private placement or otherwise, prior to the effectiveness of
a merger or acquisition.

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 L. HODGES.  Daniel L. Hodges has been the sole Director,
President, Chief Financial Officer and Secretary of the Company
since shortly after its formation.  Mr. Hodges has been president
and director of Solomon Consulting Corp. which specializes in
corporate and securities consulting since 1995.  He has owned and
operated an industrial manufacturing company, "APRI, Inc." since
1998.  APRI, Inc. (which stands for Architectural PRoducts
Incorporated) is a company in the business of manufacturing
concrete precast products such as pillars, balustrade assemblies,
wainscot, benches, etc.  APRI ceased operations in 1999 and has
sold the casting and molding assets for the sum of $150,000 to a
third party named Cornerstone Precast, LLC.  Mr. Hodges has no
affiliation with Cornerstone Precast, LLC.   APRI, Inc. had gross
revenues of $383,000 in 1998 and estimated gross revenues of
$140,000 in 1999.  APRI, Inc. leased premises in Tucson, Arizona
of 8,000 square feet of industrial warehouse space for its
operations.  This lease terminated in 1999.  APRI never had more
than eight employees at any one time.  Mr. Hodges is currently on
the board of directors of two charitable organizations as well as
a number of blank check companies.  Mr. Hodges received his B.S.
from Thomas A. Edison State College in Trenton, New Jersey.  He
is also a graduate of the U.S. Air Force Undergraduate Pilot
Training program and is currently the rank of Captain as an
officer in the Air National Guard.

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.

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 he 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
100 "blank check" companies whose business is the same as that
of the Company.  He may continue to do so notwithstanding the
fact that more 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 office5, 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 interest.  There can be no assurances 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 that 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 arrangements, understanding or intentions to
enter into any transaction for participating in any business
opportunity with any officer, director, or principal shareholder
or with 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.

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.  No
retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Company 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 April 1,
2000, 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
          5505 N. Indian Trail
          Tucson, AZ 85749
</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 in the following manner.  In consideration of
Mr. Hodges contributing toward the organizational expenses of the
Company and for services rendered, the Company issued Mr. Hodges
800 shares of its common stock.  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 1.*	Articles of Incorporation.

Exhibit 2.*	Amendment to Articles of Incorporation.

Exhibit 3.*	Bylaws.

______
*   Previously filed.


Financial Statements and Financial Statement Schedules.

(a) Independent Auditor's Report

(b) Balance Sheets
      December 31, 2000 and 1999

(c) Statements of Operations for the
      For the Years Ended December 31, 2000 and 1999

(d) Statement of Stockholders' Equity Since
      November 6, 1995 (Inception) to December 31, 2000

(e) Statements of Cash Flows for the
      For the Years Ended December 31, 2000 and 1999

(f) Notes to Financial Statements

Reports on Form 8-K.

During 2000 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: March 28, 2001
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: March 28, 2001 By:

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






PART F/S
FINANCIAL STATEMENTS


The consolidated 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, 2000 AND 1999





CONTENTS

                                            Page


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

Balance Sheets
  December 31, 2000 and 1999. . . . . . . . F - 2

Statements of Operations for the
  Years Ended December 31, 2000 and 1999. . F - 3

Statement of Stockholders' Equity Since
 November 6, 1995 (Inception) to December 31, 2000..F - 4

Statements of Cash Flows for the
  Years Ended December 31, 2000 and 1999. . 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, 2000, and 1999, and the
related statements of operations and cash flows for the
two years ended December 31, 2000 and the statement of
stockholder's equity from November 6, 1995 (inception)
to December 31, 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 Casterbridge Management, Inc. (a
development stage company) as of December 31, 2000 and
1999, and the results of its operations and its cash
flows for the two years ended December 31, 2000 in
conformity with generally accepted accounting
principles.

Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
January 19, 2001
F-1


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

<CAPTION>
                                          December 31
                                      2000           1999
<S>                                    <C>            <C>
Assets                               $   -          $   -

Liabilities
 Accounts Payable                    $ 215          $   -

Shareholders' Equity
 Common Stock, Par Value $.001
  Authorized 100,000,000 shares
  Issued 1,000,000 shares at
  December 31, 2000 and 1999         1,000          1,000
 Paid-In Capital                     1,915            335
 Retained Deficit                   (1,200)        (1,200)
 Deficit Accumulated During the
  Development State                 (1,930)          (135)

  Total Stockholders' Equity          (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
                       2000       1999         stage

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

Revenues              $   -      $   -        $   -

Expenses              1,795        135        1,930

  Net Loss          $(1,795)     $(135)     $(1,930)

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, 2000
<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)

</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
                              2000       1999     stage

<S>                            <C>        <C>         <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss                   $(1,795)     $(135)    $(1,930)
Increase (Decrease) in
 Accounts Payable              215       (200)         15
Net Cash Used in
 Operating activities       (1,580)      (335)      1,915

CASH FLOWS FROM
INVESTING ACTIVITIES:
Net Cash provided by
 Investing activities            -          -           -

CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
 By shareholder              1,580        335       1,915
Net Cash provided by
 Financing activities        1,580        335       1,915

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, 2000 AND 1999


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, 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.

F-6


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.

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, 2000:
<S>				 <C>        <C>           <C>
Basic Loss per Share
Loss to common shareholders
                    $(1,795)    1,000,000     $ -

          For the year ended December 31, 1999:
Basic Loss per Share
Loss to common shareholders
                    $  (135)    1,000,000     $ -
</TABLE>
	The effect of outstanding common stock equivalents
would be anti-dilutive for December 31, 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.  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, 2000, the Company had a net
operating loss carryforward for income tax reporting
purposes of approximately $3,100 that may be offset
against future taxable income through 2011.  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.

NOTE 4 - COMMITMENTS

As of December 31, 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 facilitates.

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.