SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
         [X] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         [ ] Transitional Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2001

                           Commission File No. 0-31677

                            LEGENDS ENTERPRISES, INC.
                            -------------------------
                 (Name of small business issuer in its charter)

            Oregon                                             93-1179335
            ------                                             ----------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                              18848 SE Highway 212
                             Clackamas, Oregon 07915
                                 (503) 658-4276
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

         Securities registered under Section 12(b) of the Exchange Act:
                                      none

        Securities registered under to Section 12(g) of the Exchange Act:
                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) 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 Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes      No  X
          ---     ---

Check if 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.

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

                          (Continued on Following Page)



<PAGE>

State 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 a specified  date within the past 60
days: As of September 10, 2002: $0.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: As of September 10, 2002, there were
500,000 shares of the Company's common stock issued and outstanding.

Documents  Incorporated  by Reference:  Information  Statement filed pursuant to
Section 14(f) of the Securities  Exchange Act of 1934 and Rule 14f-1 thereunder,
filed with the SEC on or about September 6, 2002 and  incorporated  herein as if
set forth.

                This Form 10-KSB consists of Twenty Eight Pages.
                  Exhibit Index is Located at Page Twenty Six.

                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                            LEGENDS ENTERPRISES, INC.

                                                                            PAGE
                                                                            ----

Facing Page
Index
PART I
Item 1.    Description of Business....................................         4
Item 2.    Description of Property....................................         5
Item 3.    Legal Proceedings..........................................         5
Item 4.    Submission of Matters to a Vote of
               Security Holders.......................................         5

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters........................         5
Item 6.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations ...................         6
Item 7     Financial Statements.......................................         8
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure...............................        19


PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act......................        19
Item 10.   Executive Compensation.....................................        21
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management..................................        22
Item 12.   Certain Relationships and Related
               Transactions...........................................        22

PART IV
Item 13.   Exhibits and Reports of Form 8-K...........................        24



SIGNATURES............................................................        25



                                                                               3

<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Legends  Enterprises,  Inc.  (("we,"  "our,"  "us," or the  "Company")  was
incorporated  on June 21, 1995,  under the laws of the State of Oregon under the
name "Legends Diagnostic,  Inc." to engage in any lawful corporate  undertaking,
including, but not limited to, selected mergers and acquisitions. We changed our
name to our current  name in August 2000  pursuant to the  affirmative  vote our
shareholders.  Other than issuing shares to our original  shareholders,  we have
never commenced any other operational activities.  As such, we can be defined as
a "shell" company, whose sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity.  Our Board of Directors has elected
to commence  implementation of our principal  business purpose,  described below
under "PART II,  ITEM 6 -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Plan of Operation."

     During our fiscal year ended  December  31, 2000,  we filed a  registration
statement with the Securities and Exchange  Commission on Form 10-SB pursuant to
the rules and regulations included under the Securities Exchange Act of 1934, as
amended,  wherein we caused to be registered our common stock. This registration
statement  became  effective  on or about  December 2, 2000.  The purpose of the
registration  statement was our management's  belief that our primary attraction
as a merger  partner  or  acquisition  vehicle  would be our  status as a public
company.  Any  business  combination  or  transaction  will  likely  result in a
significant   issuance  of  shares  and  substantial  dilution  to  our  present
stockholders.

     The proposed business  activities  described herein classify us as a "blank
check"  company.  Many  states  have  enacted  statutes,  rules and  regulations
limiting the sale of securities of "blank check"  companies in their  respective
jurisdictions.  Management  does not intend to undertake  any efforts to cause a
market  to  develop  in  our  securities  until  such  time  as we  successfully
implemented our business plan described herein.  Relevant  thereto,  each of our
shareholders has executed and delivered a "lock-up" letter agreement,  affirming
that they shall not sell their respective  shares of our common stock until such
time as we have  successfully  consummated a merger or acquisition and we are is
no longer  classified as a "blank check"  company.  In order to provide  further
assurances  that no  trading  will  occur in our  securities  until a merger  or
acquisition  has been  consummated,  each  shareholder has agreed to place their
respective stock  certificate  with the our legal counsel,  who will not release
these  respective  certificates  until such time as legal  counsel has confirmed
that a merger or acquisition has been successfully  consummated.  However, while
management believes that the procedures  established to preclude any sale of our
securities prior to closing of a merger or

                                                                               4

<PAGE>



acquisition  will be sufficient,  there can be no assurances that the procedures
established  relevant herein will unequivocally limit any shareholder's  ability
to sell their respective securities before such closing.

Employees

     We have no full time  employees.  Our officers and directors have agreed to
allocate a portion of their time to our activities, without compensation. In the
event we successfully  consummate the Asset purchase  described in "Part I, Item
I" above,  as well as in "Part II,  Item 6" below,  it is  anticipated  that our
officers and directors will resign and be replaced in the very near future.

ITEM 2.  DESCRIPTION OF PROPERTY

     We have  operated  from our  offices  at 18848 SE Highway  212,  Clackamas,
Oregon 97015.  This space has been provided to us on a rent free basis by Thomas
J. Bolera, an officer,  director and a principal  shareholder of our Company. It
is anticipated  that our principal  place of business will move in the very near
future as a result  of the Asset  acquisition  discussed  in "Part II,  Item 6,"
below.

ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened against us of which management is aware.


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

     None

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     (a)  Market  Information.  There is  presently  no  trading  market for our
securities.

     (b) Holders. There are thirty seven (37) holders of our Common Stock.

     (c) Dividends.

     (1) We have not paid any  dividends  on any of our  securities  during  the
fiscal year ended  December 31, 2001 and we do not foresee that we will have the
ability to pay a dividend on our Common Stock in the fiscal year ended  December
31, 2002.


                                                                               5

<PAGE>



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The following  discussion  should be read in  conjunction  with our audited
financial  statements and notes thereto included herein. In connection with, and
because  we desire to take  advantage  of the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward looking statements.

     (a) Plan of Operation.
         -----------------

     As of December 31, 2001, our business plan was to seek to acquire assets or
shares of an entity actively  engaged in business which generates  revenues,  in
exchange for issuance of our  securities.  We had no particular  acquisitions in
mind.  None of our officers,  directors,  promoters or affiliates had engaged in
any  preliminary  contact or discussions  with any  representative  of any other
company  regarding the  possibility  of an  acquisition or merger between us and
such other company.

     As of the date of this report,  we are in the final  stages of  negotiation
and  consummation  of our  acquisition  of certain  assets,  including,  but not
limited to, patents,  proprietary  rights,  trade names,  manufacturing  rights,
certain  test   equipment,   design   information  and   intellectual   property
(hereinafter  the "Assets"),  all having to do with a AMicrowave Blood and Fluid
Warmer and Blood Viral Inactivation@  previously  developed by Mr. Kenneth Carr,
Ph.D. (Hon). Included in the Assets is a medical apparatus  (ThermoStatJ900) for
controlled  extra  corporeal  in-line  microwave  warming of  infused  blood and
intravenous  fluids and an IV Fluid and Blood  Warmer  Inactivation  System.  In
consideration  for these  Assets,  the Company  will  authorize  the issuance of
4,400,000 shares of its "restricted"  Common Stock (post forward split) and also
assumed a promissory note in the principal amount of $176,000.  These Assets are
being acquired from John J. Mahoney,  who will assume a management position with
the Company in the event the

                                                                               6

<PAGE>



proposed  transaction does close. It is anticipated that Mr. Carr will also been
retained as a consultant to us.

     As part of this transaction,  we intend to undertake a forward split of our
issued and  outstanding  common  stock,  whereby ten (10) shares of common stock
will be issued in exchange for every one (1) share issued and outstanding. As of
the date of this Report, there are 500,000 shares of our common stock issued and
outstanding.

     If this asset acquisition is successfully closed, we will have accomplished
our  initial  business  objective  as  outlined  in our Form 10-SB  Registration
Statement of acquiring  assets or a business  entity and our principal  business
plan  will  change.   The   Microwave   In-Line  Blood  and  Fluid  Warmer  (the
ThermoStatJ900) was developed by Mr. Carr at a cost of more than $2,200,000. The
blood and fluid- warming  product  acquired by us has already been FDA approved.
This line of blood  and fluid  warming  products  is  designed  to  improve  the
capability  of medical  practitioners  to deliver  blood and other fluids to the
body.  By  warming  the  blood  or  fluid  to  optimal,   precisely   controlled
temperatures  these  products are  intended to protect  against  hypothermia  in
patients.  Hypothermia is not only associated  with morbid cardiac  events,  but
also with the heightened risk of infection.  Surgical wound infections have been
found to be three  times  higher  in  hypothermic  (temperatures  below  normal)
patients.  It is  anticipated  that the  ThermoStatJ900  products  will give the
medical community a new technology to deal with these inherent risks.

     The  ThermoStatJ900   products  include  sophisticated  microwave  hardware
equipment as well as disposable components.  Patents cover both hardware and the
disposable  parts. The different  products in this group provide a range of flow
volumes from very low flow  applications  (pediatrics)  to high flow  irrigation
solutions. To the best of our knowledge,  these extreme flow volumes are outside
of the  capabilities  of any  products  on the  market  today.  In  addition  to
precisely controlling temperature,  we believe that these devices will also have
significant other advantages over all other competing  products  currently being
marketed.

     The  ultimate  objective  of the  viral  inactivation  unit is to  reduce a
patient=s  viral load (i.e.,  the amount of living virus in the body).  When the
viral load is greatly  reduced any remaining  virus in the body should either be
able to be controlled by the body=s own immune system,  or by anti-viral  drugs.
The World  Health  Organization  estimates  that  over 2.2  billion  people  are
infected  with  HepatitusB,  HepatitusC  or HIV. In  addition,  one of every six
Americans is infected with genital Herpes virus. The development of a drug-free,
safe and effective  treatment for such  diseases  would have profound  impact on
patient quality of life worldwide.


                                                                               7

<PAGE>



     As of the date hereof, we have no full time employees. Our current officers
have  agreed to  allocate  a portion of their  time to our  activities,  without
compensation. They have devoted approximately 20 hours per month to our business
affairs. If the Asset acquisition  discussed above is successfully closed, it is
anticipated  that our  current  management  will resign and be replaced by those
persons included in our Information  Statement previously filed with the SEC and
incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS

                                                                               8
<PAGE>


                            LEGENDS ENTERPRISEES, INC
                          (a development stage company)



                                    - INDEX -

                                                                      Page(s)
                                                                      -------

Independent Auditors' Report                                            F-2.

Financial Statements:

      Balance Sheet, as of December 31, 2001 and 2000                   F-3.

      Statements of Operations, for the years ended December 31,
      2001 and 2000 and for the period from June 21, 1995
      (Inception) to December 31, 2001                                  F-4.

      Statements of Stockholders' Equity (Deficit), for the period
      from June 21, 1995(Inception) to December 31, 2001                F-5.

      Statements of Cash Flows, for the years ended December 31,
      2001 and 2000 and for the period from June 21, 1995
      (Inception) to December 31, 2001                                  F-6.

Notes to Financial Statements                                       F-7. - F-10.


                                      F-1.

                                                                               9
<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



To the Board of Directors and Stockholders
Legends Enterprises, Inc.
Clackmas, Oregon

We have audited the accompanying balance sheet of Legends  Enterprises,  Inc. (a
development stage company) as of December 31, 2001 and the related statements of
operations,  stockholders'  equity  (deficit)  and cash  flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  based on our audit, the financial  statements referred to above
present  fairly,  in all material  respects,  the financial  position of Legends
Enterprises,  Inc.(a  development  stage  company)  and  the  results  of  their
operations  and cash flows as of and for the year ended  December 31,  2001,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company's  operations have generated losses and cash
flow deficiencies from inception and, as of December 31, 2001, reflect a working
capital  deficiency.  Such matters raise  substantial  doubt about the Company's
ability to continue as a going  concern.  Management's  plans  concerning  these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of these uncertainties.

The financial  statements of Legends  Enterprises,  Inc. as of December 31, 2000
and for the period from June 21,  1995  (Inception)  to  December  31, 2000 were
audited by other  auditors  whose  report  dated March 14,  2001,  expressed  an
unqualified opinion on those statements.



                                          s/Lazar Levine & Felix LLP
                                          -------------------------------------
                                          LAZAR LEVINE & FELIX LLP
New York, New York
August 30, 2002

                                      F-2

                                                                              10
<PAGE>



                            LEGENDS ENTERPRISEES, INC
                            -------------------------
                          (a development stage company)
                                 BALANCE SHEETS
                                 --------------
                        AS OF DECEMBER 31, 2001 AND 2000
                        --------------------------------


                                   - ASSETS -
                                                       2001          2000
                                                    ----------    ----------

CASH AND CASH EQUIVALENTS                           $        -    $        -
                                                    ----------    ----------

TOTAL  ASSETS                                       $        -    $        -
                                                    ==========    ==========






               - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -


CURRENT LIABILITIES:
    Accrued expenses                                $    4,834    $    9,031
                                                    ----------    ----------

TOTAL CURRENT LIABILITIES                                4,834         9,031

COMMITMENTS AND CONTINGENCIES (Notes 2)

STOCKHOLDERS' EQUITY (DEFICIT) (Notes 5):
     Preferred  stock,  no par  value;
       25,000,000  shares  authorized;
       -0-  shares  issued  and outstanding                  -             -
     Common stock, par value $.001 per share,
       100,000,000  shares  authorized;
       500,000 shares issued and outstanding               500           500
     Additional paid-in capital                          9,500         1,000
     Deficit accumulated in the development stage      (14,834)      (10,531)
                                                    ----------    ----------
                                                        (4,834)       (9,031)
                                                    ----------    ----------

                                                    $        -    $        -
                                                    ==========    ==========

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

                                      F-3.

                                                                              11
<PAGE>

<TABLE>
                           LEGENDS ENTERPRISES, INC.
                           -------------------------
                          (a development stage company)
                          -----------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                 ----------------------------------------------
     AND FOR THE PERIOD FROM JUNE 21, 1995 (INCEPTION) TO DECEMBER 31, 2001
     ----------------------------------------------------------------------


<CAPTION>
                                                   For the years ended      June 21, 1995
                                                       December 31,          (Inception)
                                                 -----------------------       Through
                                                     2001        2000     December 31, 2001
                                                 ----------   ----------  -----------------
<S>                                              <C>          <C>         <C>
REVENUES:                                        $        -   $        -  $               -

GENERAL AND ADMINISTRATIVE EXPENSES                   4,303       10,031             14,834
                                                 ----------   ----------  -----------------

LOSS BEFORE PROVISION FOR INCOME TAXES               (4,303)     (10,031)           (14,834)

     Provision for income taxes (Note 3f and 4)           -            -                  -
                                                 ----------   ----------  -----------------

NET LOSS                                         $   (4,303)  $  (10,031) $         (14,834)
                                                 ==========   ==========  =================

BASIC LOSS PER SHARE (Note 3g)                   $    (0.01)  $    (0.02) $           (0.03)
                                                 ==========   ==========  =================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING          500,000      500,000            500,000
                                                 ==========   ==========  =================

</TABLE>

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

                                      F-4.

                                                                              12
<PAGE>

<TABLE>

                           LEGENDS ENTERPRISES, INC.
                           -------------------------
                          (a development stage company)
                          -----------------------------
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  --------------------------------------------
       FOR THE PERIOD FROM JUNE 21, 1995 (INCEPTION) TO DECEMBER 31, 2001
       ------------------------------------------------------------------


<CAPTION>
                                                                                   Deficit
                                                                                 Accumulated
                                                                     Additional    In The
                                                             Common    Paid-in   Development
                                                     Shares   Stock    Capital      Stage       Total
                                                    -------  ------  ----------  -----------  ---------
<S>                                                 <C>      <C>      <C>        <C>          <C>
   Issuances of common  stock:  for cash  advances
     made on behalf of the Company                  500,000  $  500   $       -  $         -  $     500
   Net (loss)                                             -       -           -         (500)      (500)
                                                    -------  ------   ---------  -----------  ---------

Balance, December 31, 1995                          500,000     500           -         (500)         -

   Net (loss)                                             -       -           -            -          -
                                                    -------  ------   ---------  -----------  ---------

Balance, December 31, 1996 through 1999             500,000     500           -         (500)         -

   Administrative expenses paid by officer                -       -       1,000            -      1,000
   Net (loss)                                             -       -           -      (10,031)   (10,031)
                                                    -------  ------   ---------  -----------  ---------

Balance, December 31, 2000                          500,000     500       1,000      (10,531)    (9,031)

   Administrative expenses paid by officer                -       -       8,500            -      8,500
   Net (loss)                                             -       -           -       (4,303)    (4,303)
                                                    -------  ------   ---------  -----------  ---------

Balance, December 31, 2001                          500,000  $  500   $   9,500  $   (14,834) $  (4,834)
                                                    =======  ======   =========  ===========  =========

</TABLE>

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

                                      F-5.

                                                                              13
<PAGE>

<TABLE>
                           LEGENDS ENTERPRISES, INC.
                           -------------------------
                          (a development stage company)
                          -----------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                 ----------------------------------------------
     AND FOR THE PERIOD FROM JUNE 21, 1995 (INCEPTION) TO DECEMBER 31, 2001
     ----------------------------------------------------------------------

                                                         For the years ended         June 21, 1995
                                                             December 31,             (Inception)
                                                     --------------------------         Through
                                                          2001          2000       December 31, 2001
                                                     -----------   ------------    -----------------
<S>                                                  <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                         $    (4,303)  $    (10,031)   $         (14,834)
    Adjustments to reconcile net loss to net cash
    used  in  operating activities:
    Common stock issued for cash advances made on
       behalf of the Company                                  -              -                   500
    Changes in operating assets and liabilities:              -              -                     -
       (Decrease) increase in accounts
         payable and accrued expenses                     (4,197)         9,031                4,834
                                                     ------------  ------------    -----------------
         Net cash used in operating activities            (8,500)        (1,000)              (9,500)
                                                     ------------  ------------    -----------------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Additional contributed capital                         8,500          1,000                9,500
                                                     -----------   ------------    -----------------
         Net cash provided by financing activities         8,500          1,000                9,500
                                                     -----------   ------------    -----------------

NET INCREASE (DECREASE) IN CASH                               -              -                     -

    Cash, beginning of period                                 -              -                     -
                                                     -----------   ------------    -----------------

CASH, END OF PERIOD                                  $        -    $         -      $              -
                                                     ===========   ============     ================

SUPPLEMENTAL CASH FLOW INFORMATION
    Income taxes paid                                         -               -                    -
    Interest paid                                             -               -                    -

</TABLE>

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

                                      F-6.

                                                                              14
<PAGE>

                           LEGENDS ENTERPRISES, INC.
                           -------------------------
                         (a development stage company)
                         -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------




NOTE 1 -  ORGANIZATION AND BASIS OF PRESENTATION:

          Legends Enterprises, Inc. (a development stage company, the "Company")
          was  incorporated  on June 21,  1995 in the State of Oregon  under the
          name of "Diagnostic,  Inc."  Effective  August 17, 2000, the Company's
          articles of incorporation  were amended to change the name to "Legends
          Enterprises,  Inc." The  Company  was  formed to engage in any  lawful
          undertaking.  Since  inception,  the  Company  has not  generated  any
          revenues.

          During  the  year  ended  December  31,  2000,  the  Company  filed  a
          registration   statement   with  the  U.S.   Securities  and  Exchange
          Commission on Form 10-SB,  thereby  registering its common stock under
          the Securities and Exchange Act of 1934, as amended ("34 Act").


NOTE 2 -  GOING CONCERN UNCERTAINTY:

          The accompanying  financial statements have been prepared assuming the
          Company will continue as a going  concern.  However,  in the course of
          its development activities the Company has sustained continuing losses
          and expects such losses to continue for the foreseeable  future. As of
          December 31, 2001, the Company has an  accumulated  deficit of $14,834
          and current  liabilities in excess of current  assets of $4,834.  Such
          matters  raise  substantial  doubt  about  the  Company's  ability  to
          continue  as a  going  concern.  The  Company's  management  plans  on
          advancing  funds  on an as  needed  basis  in the  hope of  generating
          revenues form the operations of a merger candidate in the long run, if
          found.  The  Company's  liability  to continue  as a going  concern is
          dependent on these additional  management  advances,  and, ultimately,
          upon achieving  profitable  operations through a merger. The financial
          statements  do not  include any  adjustments  that may result from the
          outcome of the above uncertainty.


NOTE 3 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

          The Company's  accounting  policies are in accordance  with accounting
          principles  generally  accepted  in  the  United  States  of  America.
          Outlined  below are those  policies that are  considered  particularly
          significant.

     (a)  Development Stage:

          The Company entered the development  stage in accordance with SFAS No.
          7 on June 21, 1995. Its purpose is to evaluate, structure and complete
          a merger with, or acquisition of a privately  owned  corporation.  The
          Company has no significant operations to date.

     (b)  Use of Estimates:

          To  prepare   financial   statements  in  accordance  with  accounting
          principles  generally  accepted  in  the  United  States  of  America,
          management makes certain estimates and assumptions,  where applicable,
          that affect the reported amounts of assets and liabilities at the date
          of the  financial  statements,  as well  as the  reported  amounts  of
          expenses  during the  reporting  period.  While actual  results  could
          differ  from  those   estimates,   management  does  not  expect  such
          variances,  if  any,  to  have a  material  effect  on  the  financial
          statements.

                                      F-7.

                                                                              15
<PAGE>
                           LEGENDS ENTERPRISES, INC.
                           -------------------------
                         (a development stage company)
                         -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------


NOTE 3 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):


     (c)  Cash Equivalents:

          The Company defines cash equivalents as all short-term,  highly liquid
          investments with original maturity dates less than 90 days.

     (d)  Fair Value of Financial Instruments:

          The  carrying  amount of the  Company's  accounts  payable and accrued
          expenses approximate fair value.

     (e)  Statement of Comprehensive Income:

          SFAS 130  "Reporting  Comprehensive  Income" was  effective  for years
          beginning after December 15, 1997. This statement prescribes standards
          for reporting other comprehensive income and its components. Since the
          Company  currently  does  not have  any  items of other  comprehensive
          income, a statement of comprehensive income is not required.

     (f)  Income Taxes:

          The Company has adopted SFAS 109,  "Accounting for Income Taxes" which
          requires  use of the asset and  liability  approach of  providing  for
          income  taxes.   SFAS  109  requires   recognition   of  deferred  tax
          liabilities  and assets for the expected  future tax  consequences  of
          events that have been  included  in the  financial  statements  or tax
          returns.  Under this method  deferred tax  liabilities  and assets are
          determined based on the difference between the financial statement and
          tax basis of assets and liabilities  using enacted tax rates in effect
          for the year in which the differences  are expected to reverse.  Under
          SFAS 109,  the effect on  deferred  tax assets  and  liabilities  of a
          change  in tax  rates is  recognized  in  income  in the  period  that
          includes the enactment date.

          As  of  December  31,  2001,   the  Company  has  net  operating  loss
          carryforwards of $14,834,  which may be applied against future taxable
          income and which expire in the years 2022 and 2023 (see Note 4).

     (g)  Earnings per Share:

          The Company utilizes  Financial  Accounting  Standards Board Statement
          No. 128  "Earnings  Per Share"  ("SFAS  128").  SFAS 128  requires the
          presentation  of basic and diluted  earnings  per share on the face of
          the statement of operations.  Earnings per common share is computed by
          dividing net income by the weighted  average  number of common  shares
          outstanding and for diluted earnings per share, also common equivalent
          shares outstanding. As of December 31, 2001, the Company had no common
          equivalent  shares and accordingly the weighted  average common shares
          outstanding  of 500,000  shares for the years ended December 31, 2001,
          2000 and for the period from June 21, 1995 (inception) to December 31,
          2001 was used for the computation of basic earnings per share.


                                      F-8.

                                                                              16
<PAGE>
                           LEGENDS ENTERPRISES, INC.
                           -------------------------
                         (a development stage company)
                         -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------

NOTE 3 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):


     (g)  Recent Accounting Pronouncements:

          In July 2001, the Financial  Accounting  Standards Board (FASB) issued
          Statement  of  Financial   Accounting  Standards  No.  141,  "Business
          Combinations"  ("SFAS  141") and  Statement  of  Financial  Accounting
          Standards  No. 142,  "Goodwill  and Other  Intangible  Assets"  ("SFAS
          142"). SFAS 141 requires all business combinations to be accounted for
          using the  purchase  method of  accounting  and is  effective  for all
          business  combinations  completed after June 30, 2001. The adoption of
          this  standard  did  not  have a  material  effect  on  the  Company's
          operating results or financial  condition.  SFAS 142 requires goodwill
          to  be  tested  for  impairment  under  certain   circumstances,   and
          written-off  when  impaired,  rather than being  amortized as previous
          standards   required.   Furthermore,   SFAS  142  requires   purchased
          intangible  assets to be amortized over their  estimated  useful lives
          unless  these  lives  are  determined  to be  indefinite.  SFAS 142 is
          effective  for fiscal years  beginning  after  December 15, 2001.  The
          adoption  of SFAS 142 will have no impact on the  Company's  operating
          results and financial condition at this time.

          On October 3, 2001, the FASB issued Statement of Financial  Accounting
          Standards  No.  144,  "Accounting  for the  Impairment  or Disposal of
          Long-Lived  Assets"  (SFAS  144"),  that is  applicable  to  financial
          statements  issued for fiscal years beginning after December 15, 2001.
          The  FASB's  new  rules  on  asset  impairment   supersede  SFAS  121,
          "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
          Assets to Be Disposed Of," and portions of Accounting Principles Board
          Opinion 30,  "Reporting  the  Results of  Operations."  This  Standard
          provides  a  single  accounting  model  for  long-lived  assets  to be
          disposed of and significantly  changes the criteria that would have to
          be met to  classify  an  asset  as  held-for-sale.  Classification  as
          held-for-sale  is an important  distinction  since such assets are not
          depreciated  and are  stated at the lower of fair  value and  carrying
          amount.  This Standard also requires  expected future operating losses
          form discontinued operations to be displayed in the period(s) in which
          the losses are  incurred,  rather than as of the  measurement  date as
          presently  required.  The  adoption of SFAS 144 will have no impact on
          the Company's operating results or financial position at this time.


                                      F-9.

                                                                              17
<PAGE>
                           LEGENDS ENTERPRISES, INC.
                           -------------------------
                         (a development stage company)
                         -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2001 AND 2000
                           --------------------------


Note 4 -  INCOME TAXES:

          Deferred  income  taxes  reflect  the net  tax  effects  of  temporary
          differences  between the carrying amount of assets and liabilities for
          financial  reporting  purposes  and the  amounts  used for  income tax
          purposes  using the  enacted tax rates in effect in the years in which
          the differences are expected to reverse.  Deferred income taxes, as of
          December 31, 2001, are comprised as follows:


                  Net operating loss                   $      3,100
                  Valuation allowance                        (3,100)
                                                       ------------
                                                       $          -
                                                       ============

          As of December 31, 2001,  the Company had no federal tax liability due
          to net operating losses.  Since there is no assurance that the Company
          will generate  future taxable income to utilize the deferred tax asset
          resulting from the net operating loss carryforwards,  a full valuation
          allowance was provided for such deferred tax assets.


NOTE 5 -  CAPITAL STOCK:

          The Company  initially  authorized  500 shares of no par value  common
          stock. On June 21, 1995, the Company issued 500 shares of common stock
          for cash  advances  paid on behalf of the  Company of $500.  Effective
          August 17, 2000, the Company's  articles of incorporation were amended
          to  provide  for the  issuance  of  25,000,000  shares of no par value
          preferred  stock and  100,000,000  shares of $0.001  par value  common
          stock.  Concurrent  therewith,  the Company's  Board approved a 1,000-
          for- 1  forward  split of the  Company's  common  stock  resulting  in
          500,000 common shares  outstanding.  The Company's capital  structure,
          weighted average common shares and loss per share information has been
          restated for all periods  presented to give retroactive  effect to the
          stock split.


NOTE 6 -  RELATED PARTY TRANSACTIONS:

          The  Company  maintains  a mailing  address at an  officer's  place of
          business located in Clackamas,  Oregon. The Company's  management pays
          on  behalf  of  the  Company,   administrative  expenses  as  well  as
          contributes  time and services.  For the years ended December 31, 2001
          and 2000,  the  Company's  management  paid on  behalf of the  Company
          administrative   expenses   in  the  amount  of  $8,500  and   $1,000,
          respectively,  which  amount is reflected  as  additional  contributed
          capital.

                                     F-10.
                                                                              18

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     On July 22, 2002, Horton & Company, L.L.C., our independent accountants for
our fiscal year ended December 31, 2000, resigned.  Our financial statements for
our fiscal year ended December 31, 2000 contained a going concern opinion.

     Also on July 22,  2002,  we engaged the  accounting  firm of Lazar Levine &
Felix LLP  independent  public  accountants,  to audit  our  fiscal  year  ended
December 31, 2001, as well as future financial  statements,  to replace the firm
of Horton & Company, L.L.C.. This change in independent accountants was approved
by our Board of Directors.

     There were no disagreements within the last two fiscal years and subsequent
periods with Horton & Company, L.L.C., on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreement(s),  if not  resolved  to the  satisfaction  of  Horton &  Company,
L.L.C.,  would have caused that firm to make  reference in  connection  with its
reports to the subject matter of the disagreement(s) or any reportable events.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS;  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Our Directors and officers as of the date of this report are as follows:

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

     Thomas J. Bolera          45        President and Director

     Tia C. Fernandez          32        Secretary/Treasurer and
                                         Director

     All Directors of the Company will hold office until the next annual meeting
of the  shareholders  and until  successors  have been  elected  and  qualified.
Officers of the Company  are elected by the Board of  Directors  and hold office
until their death or until they resign or are removed from office.

     There are no family  relationships among the officers and directors.  It is
anticipated  that our  management  will change in the near future as a result of
the Asset  acquisition  described  in Part I, Item 1, above,  under  "Subsequent
Events."  See  our  Information  Statement  previously  filed  with  the SEC and
incorporated herein by reference.


                                                                              19

<PAGE>

     (b) Resumes:

     Dr.  Thomas J. Bolera,  President  and  director.  Dr.  Bolera has held his
positions with us since  inception.  From December 1999 through August 2001, Dr.
Bolera engaged in providing  consulting services to non-affiliated  chiropractic
clinics.  In addition,  during this period through the present,  he operated and
managed chiropractic  clinics for his own account in Portsmith,  OH and Ontario,
CA. From January 1998 through  December 1999,  Dr. Bolera was  President,  Chief
Executive Officer and a director of Tessa Complete Health Care, Inc., a publicly
held Georgia  corporation  engaged in the creation and development of a national
network of multidisciplinary  chiropractic medical clinics throughout the United
States.  Dr. Bolera  resigned his position as a director of Tessa in March 2000.
In addition,  Dr. Bolera began practicing as a chiropractor in Portland,  Oregon
in 1981. After successfully operating a clinic for eight years, he purchased two
additional practices in the Portland area and thereafter,  expanded his holdings
to a total of six clinics  which he either  owned or  operated,  until they were
acquired by Tessa in January 1998. Dr. Bolera completed his  undergraduate  work
at Portland  State  University  graduating  in 1975 and continued on to earn his
Doctorate of Chiropractic from Cleveland  Chiropractic College of Los Angeles in
1980. Dr Bolera is licensed in Alaska, California,  Colorado,  Illinois, Oregon,
Ohio and  Washington.  He devotes only such time as necessary to the business of
the Company, which time is expected to be nominal.

     Tia C. Fernandez, Secretary, Treasurer and director. Ms. Fernandez has been
our Secretary/Treasurer and a director since inception.  Since October 2000, Ms.
Fernandez  has been  unemployed,  but is  enrolled  as a  part-time  student  at
Portland State University,  majoring in psychology.  In addition,  from December
1998 through  September  2000,  Ms.  Fernandez was Assistant  Secretary and then
Secretary  of  Tessa  Complete  Health  Care,  Inc.,  a  publicly  held  Georgia
corporation  engaged in the creation and  development  of a national  network of
multidisciplinary  chiropractic  medical  clinics  throughout the United States.
From May 1991 through  February  1998,  Ms.  Fernandez  was employed by Capacity
Unlimited, Inc., Clackamas, Oregon, where her responsibilities included payroll,
human resources,  accounting and secretarial  duties. Ms. Fernandez devotes only
such time as necessary  to the business of the Company,  which is expected to be
nominal.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers,  directors  and person who own more than 10% of the  Company's  Common
Stock to file reports of ownership and changes in ownership  with the Securities
and  Exchange  Commission.  All of the  aforesaid  persons  are  required by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file. To the best knowledge of the Company, neither Ms. Fernandez nor Dr. Bolera
filed a Form 3 with the SEC within the time

                                                                              20

<PAGE>

parameters required.  Further, Ms. Fernandez did gift a portion of her shares in
our  company  to  family  members.  She did not  timely  file a Form 4  relevant
thereto.  There has been no other  changes in the  ownership  of our  securities
since we became  obligated to file reports  pursuant to the Securities  Exchange
Act of 1934, as amended.  All of the issued and outstanding  share  certificates
issued by us are  presently  held in escrow with our legal  counsel,  until such
time as we successfully consummates a merger or acquisition.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of  compensation  for services to us
for the fiscal years ended  December 31, 2001 and 2000,  of our chief  executive
officer.

                           SUMMARY COMPENSATION TABLE


                                             Long Term Compensation
                                          ----------------------------

                   Annual Compensation          Awards         Payouts
                  ---------------------   -------------------- -------
                                                    Securities
                                 Other                 Under-            All
Name                             Annual   Restricted   lying            Other
and                              Compen-    Stock    Options/   LTIP    Compen-
Principal         Salary  Bonus  sation    Award(s)    SARs    Payouts  sation
Position    Year   ($)     ($)    ($)        ($)        (#)      ($)     ($)
----------  ----  ------  -----  ------    --------   -------  -------  ------

Thomas      2001  $    0  $   0  $    0    $      0         0  $     0  $    0
Bolera,     2000  $    0  $   0  $    0    $      0         0  $     0  $    0
President &
Director
-------------------------

     It is not  anticipated  that any  executive  officer  of our  Company  will
receive  compensation  exceeding $100,000 during the fiscal year ending December
31, 2002.

     We maintain a policy  whereby our directors may be  compensated  for out of
pocket  expenses  incurred by each of them in the  performance of their relevant
duties.  We did not reimburse any director for such expenses during fiscal years
2001 or 2000.

     In addition to the cash  compensation  set forth above,  we reimburse  each
executive officer for expenses incurred on our behalf on an out-of-pocket basis.
We did not reimburse  any officer for such expenses  during fiscal years 2001 or
2000.


                                                                              21

<PAGE>

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

     (a) and (b) Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the beneficial  ownership of our voting securities by
each  person  known  by us be the  beneficial  owner  of  more  than  5% of such
securities,  as well as by all our  directors  and  officers.  Unless  otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

                        Name and          Amount and
                       Address of          Nature of
                       Beneficial         Beneficial        Percent of
Title of Class           Owner              Owner              Class
--------------           -----              -----              -----

Common           Thomas J. Bolera          240,000              48%
                 18848 SE Highway 212
                 Clackamas, OR 97015

Common           Tia C. Fernandez           40,000               8%
                 18848 SE Highway 212
                 Clackamas, OR 97015

Common           All Officers and          280,000              56%
                 Directors as a
                 Group (2 person)

     The balance of our outstanding Common Shares are held by 35 persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Conflicts of Interest

     Members of our  management  are  associated  with other firms involved in a
range  of  business  activities.  Consequently,  there  are  potential  inherent
conflicts of interest in their acting as officers and  directors of our Company.
Insofar as the officers and directors are engaged in other business  activities,
management  anticipates  it  will  devote  only a  minor  amount  of time to our
affairs.

     Our  officers  and   directors  are  now  and  may  in  the  future  become
shareholders,  officers or directors of other  companies which may be formed for
the purpose of engaging in business activities similar to those conducted by us.
Accordingly,  additional  direct  conflicts  of interest may arise in the future
with respect to such

                                                                              22

<PAGE>

individuals  acting on our  behalf or other  entities.  In order to  attempt  to
resolve  this  conflict  of  interest,  in  the  event  a  potential  merger  or
acquisition  candidate is brought to management's  attention,  the company whose
registration  statement  first  satisfied  all of the  SEC's  comments  will  be
provided the initial opportunity to engage in the relevant transaction.

     Moreover,  additional  conflicts  of  interest  may arise  with  respect to
opportunities  which come to the attention of our management in the  performance
of their duties or otherwise.  We do not currently have a right of first refusal
pertaining to opportunities that come to management's  attention insofar as such
opportunities may relate to our business operations.

     Our officers and  directors  are, so long as they are officers or directors
of our Company,  subject to the restriction that all opportunities  contemplated
by  our  plan  of  operation  which  come  to  their  attention,  either  in the
performance  of  their  duties  or in  any  other  manner,  will  be  considered
opportunities  of, and be made  available to us and the companies  that they are
affiliated with on an equal basis. A breach of this requirement will be a breach
of the  fiduciary  duties of the officer or director.  If we or the companies in
which our  officers  and  directors  are  affiliated  with  both  desire to take
advantage of an opportunity, then said officers and directors would abstain from
negotiating and voting upon the  opportunity.  However,  all directors may still
individually  take  advantage of  opportunities  if we should  decline to do so.
Except as set forth  above,  we have not adopted any other  conflict of interest
policy with respect to such transactions.

Other

     Our  principal  place of  business  has been  provided to us on a rent free
basis by Thomas J. Bolera,  an officer and director and a principal  shareholder
of our Company.  In  addition,  it is  anticipated  that the Company will become
indebted  to Dr.  Bolera if and when  obligations  arise in the  future,  as the
Company has insufficient financial resources to tender any outstanding payment.

     There are no other related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.


                                                                              23

<PAGE>

                                     PART IV

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

     (a) Exhibits
         --------

     (3) Articles of Incorporation and Bylaws

         3.1  Restated Articles of Incorporation                *

         3.2  Bylaws                                            *

     (4) Instruments Defining the Rights of Holders

         4.1  Form of Lock-up Agreements Executed
              by the Company's Shareholders                     *

    (99) Additional Exhibits

        99.1  Certification of Financial Statements in
              Accordance with Sarbanes-Oxley Act of 2002       **

        99.2  Certification of Financial Statements in
              Accordance with Sarbanes-Oxley Act of 2002.

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB,  filed on or about  October  2, 2000 and are  incorporated  by  reference
herein.

** Filed with the  Securities  and Exchange  Commission  in the Exhibits to Form
10-QSB filed on or about  September  17,  2002,  are  incorporated  by reference
herein.

     (b) Reports on Form 8-K
         -------------------

     We did not file any reports on Form 8-K during the last calendar quarter of
the fiscal year ended December 31, 2001.


                                                                              24

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on September 16, 2002.

                                        Legends Enterprises, Inc.
                                        (Registrant)


                                        By: s/Thomas J. Bolera
                                           -------------------------------
                                           Thomas J. Bolera, President


                                        By: s/Tia C. Fernandez
                                           -------------------------------
                                           Tia C. Fernandez
                                           Secretary-Treasurer

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on September 16, 2002.



 s/Thomas J. Bolera
--------------------------------
Thomas J. Bolera, Director


 s/Tia C. Fernandez
--------------------------------
Tia C. Fernandez, Director


                                                                              25

<PAGE>


                            LEGENDS ENTERPRISES, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

EXHIBITS                                                               Page No.

  99.2            Certification of Financial Statements in
                  Accordance with Sarbanes-Oxley Act of 2002              27


                                                                              26