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, 2000

                           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 X No --- ---

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 April 13, 2001: $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 April 13, 2001,  there were
500,000 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

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

                                                                               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......................................         6

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.......................         6
Item 6.    Plan of Operations........................................         6
Item 7     Financial Statements......................................         7
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure..............................        16


PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.....................        16
Item 10.   Executive Compensation....................................        17
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management.................................        18
Item 12.   Certain Relationships and Related
               Transactions..........................................        19

PART IV
Item 13.   Exhibits and Reports of Form 8-K..........................        21



SIGNATURES...........................................................        22



                                                                               3

<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Legends  Enterprises,  Inc. (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.  The  Company  changed its name to its
current name in August 2000 pursuant to the affirmative  vote its  shareholders.
Other than  issuing  shares to its  original  shareholders,  the  Company  never
commenced any other operational activities.  As such, the Company 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. The Board of Directors
of the Company has elected to commence implementation of the Company's 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 the  fiscal  year ended  December  31,  2000,  the  Company  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 the Company  caused to be  registered  its common
stock.  This  registration  statement  became  effective on or about December 2,
2000. The purpose of the registration statement was management's belief that the
primary  attraction of the Company as a merger  partner or  acquisition  vehicle
will be its status as a public company.  Any business combination or transaction
will likely result in a significant  issuance of shares and substantial dilution
to present stockholders of the Company.

     The proposed business activities described herein classify the Company 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 the Company's securities until such time as the Company has
successfully  implemented its business plan described herein.  Relevant thereto,
each  shareholder  of the Company has executed and delivered a "lock-up"  letter
agreement,  affirming  that they shall not sell their  respective  shares of the
Company's  common  stock  until  such  time  as  the  Company  has  successfully
consummated a merger or acquisition and the Company is no longer classified as a
"blank check" company.  In order to provide  further  assurances that no trading
will occur in the Company's  securities  until a merger or acquisition  has been
consummated,  each  shareholder  has  agreed  to place  their  respective  stock
certificate  with the  Company's  legal  counsel,  who will  not  release  these
respective  certificates  until such time as legal counsel has confirmed  that a
merger or acquisition has been

                                                                               4

<PAGE>



successfully consummated. However, while management believes that the procedures
established to preclude any sale of the Company's securities prior to closing of
a merger or 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.

     Management of the Company is of the opinion that the business objectives of
the  Company  remain  viable,  despite  the  Company's  failure to merge with or
acquire another business entity to date.  Management of the Company continues to
review potential merger candidates and acquisition opportunities.

Employees

     The  Company  has no  full  time  employees.  The  Company's  officers  and
directors  have agreed to allocate a portion of their time to the  activities of
the Company, without compensation.  These officers and directors anticipate that
the  business  plan of the  Company  can be  implemented  by their  devoting  an
aggregate of  approximately  20 hours per month to the  business  affairs of the
Company and,  consequently,  conflicts of interest may arise with respect to the
limited time  commitment by such  officers.  See "PART III - ITEM 9 - DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company has no properties and at this time has no agreements to acquire
any  properties.  The Company intends to attempt to acquire assets or a business
in exchange  for its  securities  which assets or business is  determined  to be
desirable for its objectives.

     The Company  operates from its offices at 18848 SE Highway 212,  Clackamas,
Oregon  97015.  This space is  provided  to the  Company on a rent free basis by
Thomas J.  Bolera,  an  officer,  director  and a principal  shareholder  of the
Company and it is anticipated  that this arrangement will remain until such time
as the Company  successfully  consummates  a merger or  acquisition.  Management
believes  that this  space  will meet the  Company's  needs for the  foreseeable
future.

ITEM 3.   LEGAL PROCEEDINGS

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




                                                                               5

<PAGE>



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 the common
or preferred equity of the Company.

     (b) Holders. There are ten (10) holders of the Company's Common Stock.

     (c) Dividends.

     (1) The Company has not paid any dividends on its Common Stock. The Company
does not foresee that the Company will have the ability to pay a dividend on its
Common  Stock in the fiscal year ended  December  31,  2001,  unless the Company
successfully  consummates  a merger or  acquisition.  There can be no assurances
that  a  dividend  will  be  issued  even  if a  merger  or  acquisition  is  so
consummated.

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

     The following  discussion  should be read in conjunction with the Company's
audited  financial  statements and notes thereto included herein.  In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  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 the Company's  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
behalf of, the Company.  The Company  disclaims any obligation to update forward
looking statements.


                                                                               6

<PAGE>



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

     The  Company  intends  to seek to  acquire  assets  or  shares of an entity
actively  engaged in business  which  generates  revenues,  in exchange  for its
securities.  The  Company  has no  particular  acquisitions  in mind and has not
entered  into  any  negotiations  regarding  such  an  acquisition.  None of the
Company's  officers,  directors,  promoters  or  affiliates  have engaged in any
preliminary  contact or discussions with any representative of any other company
regarding the  possibility  of an  acquisition or merger between the Company and
such other company as of the date of this registration statement.

     The  Company's  Board  of  Directors   intends  to  provide  the  Company's
shareholders  with  complete  disclosure  documentation  concerning  a potential
business  opportunity  and the  structure of the proposed  business  combination
prior to  consummation  of the same,  which  disclosure is intended to be in the
form of a proxy statement.  While such disclosure may include audited  financial
statements  of such a target  entity,  there is no  assurance  that such audited
financial  statements  will be available.  The Board of Directors does intend to
obtain  certain  assurances  of  value  of the  target  entity  assets  prior to
consummating  such a  transaction,  with  further  assurances  that  an  audited
statement  would  be  provided  within  sixty  days  after  closing  of  such  a
transaction.  Closing  documents  relative thereto will include  representations
that the value of the assets  conveyed to or otherwise so  transferred  will not
materially differ from the  representations  included in such closing documents,
or the transaction will be voidable.

     The Company has no full time employees.  The Company's officers have agreed
to allocate a portion of their time to the  activities  of the Company,  without
compensation.  These officers  anticipate  that the business plan of the Company
can be  implemented by their  devoting  approximately  20 hours per month to the
business  affairs of the Company  and,  consequently,  conflicts of interest may
arise with respect to the limited time  commitment by such  officers.  See "PART
III - ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL PERSONS -
Resumes."

     Because  the Company  presently  has  nominal  overhead  or other  material
financial  obligations,  management  of the Company  believes that the Company's
short term cash requirements can be satisfied by management  injecting  whatever
nominal  amounts of cash into the  Company to cover these  incidental  expenses.
There  are no  assurances  whatsoever  that  any  additional  cash  will be made
available to the Company through any means.

ITEM 7.  FINANCIAL STATEMENTS


                                                                               7

<PAGE>




                            LEGENDS ENTERPRISES, INC.
                       (formerly Legends Diagnostic, Inc.)
                          (a development stage company)


                          INDEX TO FINANCIAL STATEMENTS


                                                                       Page
                                                                       ----

Independent Auditors' Report                                               F-2

Balance sheets                                                             F-3

Statements of operations                                                   F-4

Statement of stockholders' equity                                          F-5

Statements of cash flows                                                   F-6

Notes to financial statements                                        F-7 - F-8

























                                       F-1



                                                                               8
<PAGE>








                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Legends Enterprises, Inc.
Clackamas, Oregon


We have audited the  accompanying  balance  sheet of Legends  Enterprises,  Inc.
(formerly  Legends  Diagnostic,  Inc.)  (a  development  stage  company),  as of
December  31,  2000  and  1999  and  the  related   statements  of   operations,
shareholders' equity (deficit),  and cash flows for the years then ended and for
the period June 21, 1995 (inception)  through 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 audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles  used and the overall  financial  statement
presentation.  We believe that our audits  provides 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 Legends  Enterprises,  Inc.
(formerly  Legends  Diagnostic,  Inc.) (a development stage company) at December
31, 2000 and 1999 and the results of its  operations  and its cash flows for the
years then ended and for the period June 21, 1995  (inception)  through December
31, 2000, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial statements,  the Company has suffered losses from operations and has a
lack of net capital that raise  substantial  doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 5. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


                                              HORTON & COMPANY, L.L.C.

Wayne, New Jersey
March 14, 2001



                                       F-2

                                                                               9
<PAGE>




                            LEGENDS ENTERPRISES, INC.
                       (formerly Legends Diagnostic, Inc.)
                          (a development stage company)


                                  BALANCE SHEET


                                     ASSETS

                                                            December 31,
                                                      -------------------------
                                                          2000          1999
                                                      ------------  -----------

Cash                                                  $          -  $         -
                                                      ------------  -----------

               Total assets                           $          -  $         -
                                                      ============  ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
   Accrued expenses                                   $      9,031  $         -
                                                      ------------  -----------

         Total current liabilities                           9,031            -
                                                      ------------  -----------


Stockholders' equity:
   Preferred stock, no par value
      25,000,000 shares authorized
      no shares issued and outstanding                           -            -
   Common stock, $.001 par value
      100,000,000 shares authorized
      500,000 shares issued and outstanding                    500          500
   Additional paid-in capital                                1,000            -
   Deficit accumulated during the development stage        (10,531)        (500)
                                                      ------------  -----------

        Total stockholders' equity                          (9,031)           -
                                                      ------------  -----------

        Total liabilities and stockholders' equity    $          -  $         -
                                                      ============  ===========








                        See notes to financial statements

                                       F-3

                                                                              10
<PAGE>




                            LEGENDS ENTERPRISES, INC.
                       (formerly Legends Diagnostic, Inc.)
                          (a development stage company)


                            STATEMENTS OF OPERATIONS




                                                               June 21, 1995
                                     Year ended December 31,     (inception)
                                     -----------------------       through
                                       2000           1999    December 31, 2000
                                     --------      ---------  -----------------

Revenues                             $      -      $       -  $               -

Selling, general and administrative    10,031              -             10,531
                                     --------      ---------  -----------------

Net loss                             $(10,031)     $       -  $         (10,531)
                                     ========      =========  =================


Basic loss per share                 $    .00      $     .00  $             .00
                                     ========      =========  =================

Weighted average common shares
     outstanding                      500,000        500,000            500,000
                                     ========      =========  =================






















                        See notes to financial statements

                                       F-4

                                                                              11
<PAGE>


<TABLE>

                            LEGENDS ENTERPRISES, INC.
                       (formerly Legends Diagnostic, Inc.)
                          (a development stage company)


                        STATEMENT OF STOCKHOLDERS' EQUITY



<CAPTION>
                                                                                   Deficit
                                                                                 Accumulated
                                              Number of              Additional   During the
                                                Shares      Common     Paid-in   Development
                                             Common Stock    Stock     Capital      Stage       Total
                                             ------------  --------  ----------  -----------  ---------
<S>                                          <C>           <C>       <C>         <C>          <C>
Balance at June 21, 1995 (inception)                    -  $      -  $        -  $         -  $       -

Stock issued for cash advances made on
   behalf of the Company at $.001 per share       500,000       500           -            -        500

Net loss                                                -         -           -         (500)      (500)
                                             ------------  --------  ----------  -----------  ---------

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

Net loss                                                -         -           -            -          -
                                             ------------  --------  ----------  -----------  ---------

Balance at December 31, 1996, 1997,
   1998 and 1999                                  500,000       500           -         (500)         -

Administrative expenses paid by officer                 -         -       1,000            -      1,000

Net loss                                                -         -           -      (10,031)   (10,031)
                                             ------------  --------  ----------  -----------  ---------

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













                        See notes to financial statements
</TABLE>

                                       F-5

                                                                              12
<PAGE>

<TABLE>


                            LEGENDS ENTERPRISES, INC.
                       (formerly Legends Diagnostic, Inc.)
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS



<CAPTION>

                                                                               June 21, 1995
                                                   Year ended December 31,      (inception)
                                                   -----------------------        through
                                                       2000        1999      December 31, 2000
                                                   -----------  ----------   -----------------
<S>                                                <C>           <C>         <C>
Net loss                                           $   (10,031)  $       -   $         (10,531)
                                                   -----------   ---------   -----------------
Adjustments to reconcile net loss to net cash
   used in operating activities:
      Issuance of common stock for cash advances             -           -                 500
      Administrative expenses paid by officer            1,000           -               1,000
      Increase in accrued expenses                       9,031           -               9,031
                                                   -----------   ---------   -----------------

          Net cash used in operating activities         10,031           -              10,531
                                                   -----------   ---------   -----------------

Net increase (decrease) in cash                              -           -                   -

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

Cash, end of period                                $         -   $       -   $               -
                                                   ===========   =========   =================


















                        See notes to financial statements
</TABLE>

                                       F-6

                                                                              13
<PAGE>



                            LEGENDS ENTERPRISES, INC.
                       (formerly Legends Diagnostic, Inc.)
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999


1.        Summary of Significant Accounting Policies

          This   summary  of   significant   accounting   policies   of  Legends
          Enterprises,  Inc. (a  development  stage  company)  (hereinafter  the
          "Company")  is  presented  to assist in  understanding  the  financial
          statements.  The financial statements and notes are representations of
          the  management  of  the  Company,  which  is  responsible  for  their
          integrity  and  objectivity.  These  accounting  policies  conform  to
          generally accounting  principles and have been consistently applied in
          the preparation of the financial statements.

                  History and business activity

          Legends  Enterprises,   Inc.  (the  "Company")  (a  development  stage
          company)  was  incorporated  in the State of Oregon in June 21,  1995,
          under the name of  "Legends  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  corporate  undertaking.  Since  inception,  the
          Company has not generated  any revenues  from its  principal  business
          activity.

          During the fiscal 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").

                  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  a privately  owned  corporation.  The
          Company has no significant operations to date.

                  Statement of cash flows

          For the purpose of the statement of cash flows, the Company  considers
          demand deposits and highly  liquid-debt  instruments  purchased with a
          maturity of three months or less to be cash equivalents.

                  Basic (loss) per common share

          Basic (loss) per common share is computed by dividing the net loss for
          the period by the weighted average number of shares outstanding.


                                       F-7

                                                                              14
<PAGE>


1.        Summary of significant accounting policies (continued)

                  Use of estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and assumptions that affect the reported amounts. Actual results could
          differ from those estimates.

2.        Capital stock

          The Company initially authorized 500 shares of 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  100,000,000  shares of $.001 par value
          common stock and 25,000,000  shares of no par value  preferred  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.

3.        Related party events

          The  Company  maintains  a mailing  address at an  officer's  place of
          business.  This address is located at 18848 SE Highway 212, Clackamas,
          OR 97015.  At this time the Company  has no need for an office.  As of
          December 31, 1999,  management  has incurred a minimal  amount of time
          and expense on behalf of the Company.  For the year ended December 31,
          2000, management incurred administrative expenses of $1,000 paid by an
          officer.

4.        Income taxes

          The Company  accounts for income taxes using the  liability  method in
          accordance with Statement of Financial  Accounting  Standards No. 109,
          "Accounting for Income Taxes." Under this method,  deferred tax assets
          and liabilities are determined based on differences  between financial
          reporting  and tax bases of assets and  liabilities  and are  measured
          using  enacted  tax rates  and laws  that  will be in effect  when the
          differences are expected to reverse.

          As of December 31, 2000 and 1999, the Company has a deferred tax asset
          of $3,000 and $150 which arises from a net operating loss carryforward
          of  approximately  $10,000 and $500,  respectively.  The Company's net
          operating  loss  carryforward  expires  in the  years  2010 and  2015.
          Because  of the  uncertainty  of the  Company's  ability  to  generate
          taxable  income  in the  future  to  utilize  the net  operating  loss
          carryforward, such deferred tax asset has been fully reserved though a
          valuation  allowance.  The net increase in the valuation allowance for
          the  years  ended  December  31,  2000  and 1999  was  $2,850  and $0,
          respectively.

5.        Basis of presentation

          In the course of its development  activities the company has sustained
          continuing  losses  and  expects  such  losses  to  continue  for  the
          foreseeable future. The Company's  management plans on advancing funds
          on an as  needed  basis  and in the  longer  term,  revenues  from the
          operations of a merger candidate, if found. The Company's liability to
          continue  as  a  going  concern  is  dependant  on  these   additional
          management  advances,  and,  ultimately,   upon  achieving  profitable
          operations through a merger certificate.

                                       F-8


                                                                              15

<PAGE>



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

     None

                                    PART III

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

     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers continue in office at the pleasure of the Board of Directors.

     The Directors and Officers of the Company as of the date of this report are
as follows:

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

     Thomas J. Bolera          43        President and Director

     Tia C. Fernandez          30        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.  There
is no arrangement or understanding  between the Company (or any of its directors
or officers) and any other person  pursuant to which such person was or is to be
selected as a director or officer.

     (b) Resumes:

     Dr.  Thomas J. Bolera,  President  and  director.  Dr.  Bolera has held his
positions  with the Company  since its  inception.  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 owns or operates. Dr. Bolera completed

                                                                              16

<PAGE>



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  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
Secretary/Treasurer  and a director of the Company since inception. 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 parameters required.  There has been
no changes in the ownership of the Company's securities since the Company 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 the
Company are presently  held in escrow with the Company's  legal  counsel,  until
such time as the Company successfully consummates a merger or acquisition.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation  for services to the
Company  for the fiscal  years  ended  December  31,  2000 and 1999 of the chief
executive officer of the Company.



                                                                              17

<PAGE>



                           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      1999  $    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 the  Company  will
receive  compensation  exceeding $100,000 during the fiscal year ending December
31, 2001,  except in the event the Company  successfully  consummates a business
combination, of which there is no assurance.

     The Company  maintains a policy whereby the directors of the Company may be
compensated  for  out of  pocket  expenses  incurred  by  each  of  them  in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during fiscal years 1999 or 2000.

     In  addition  to  the  cash  compensation  set  forth  above,  the  Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out-of-pocket basis. The Company cannot determine,  without undue expense,
the exact amount of such expense  reimbursement.  However,  the Company believes
that such  reimbursements  did not exceed,  in the aggregate,  $1,000 during the
fiscal year ended December 31, 2000.

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 the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well as by all directors and officers of the
issuer. Unless otherwise

                                                                              18

<PAGE>



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          100,000             20%
              18848 SE Highway 212
              Clackamas, OR 97015

Common        All Officers and          340,000             68%
              Directors as a
              Group (2 person)

     The  balance  of the  Company's  outstanding  Common  Shares  are held by 8
persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Conflicts of Interest

     Members  of the  Company's  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 the
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
the Company's affairs.

     The  officers  and  directors  of the Company 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 the Company.  Accordingly,  additional direct conflicts of interest
may arise in the future with respect to such individuals acting on behalf of the
Company 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 the  Company's  management in the
performance of their duties or otherwise.  The Company does not currently have a
right of first

                                                                              19

<PAGE>



refusal pertaining to opportunities that come to management's attention insofar
as such opportunities may relate to the Company's proposed business operations.

     The officers and  directors  are, so long as they are officers or directors
of the Company,  subject to the restriction that all opportunities  contemplated
by the Company's 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 the Company 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 the Company or
the  companies in which the  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 the Company
should decline to do so. Except as set forth above,  the Company has not adopted
any other conflict of interest policy with respect to such transactions.

Other

     The Company's  principal  place of business is provided to the Company on a
rent free basis by Thomas J.  Bolera,  an officer and  director  and a principal
shareholder of the 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.


                                                                              20

<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                     *

* 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.

     (b) Reports on Form 8-K

     The Company  did not file any reports on Form 8-K during the last  calendar
quarter of the fiscal year ended December 31, 2000.


                                                                              21

<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 April 16, 2001.

                                        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 April 16, 2001.



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


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


                                                                              22