UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

(x) ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES  EXCHANGE
    ACT OF 1934 (FEE REQUIRED)


                   For the fiscal year ended December 31, 2000
                                             -----------------

( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 (NO FEE REQUIRED)

For the transition period from               to
                               -------------    -------------

                         Commission File number 0-31783
                                               ---------

                                   SHAFT, INC.
               ---------------------------------------------------
               (Exact name of registrant as specified in charter)


       Nevada                                                87-0660287
--------------------------------                        --------------------
State or other jurisdiction of                        (I.R.S. Employer I.D. No.)
incorporation   or organization


1981 East Murray Holiday Road, Salt Lake City, Utah             84117
----------------------------------------------------       -----------------
(Address of principal executive offices)                       (Zip Code)


Issuer's telephone number, including area code        801-272-9294
                                               -------------------------------


Securities registered pursuant to section 12 (b) of the Act:


Title of each class                    Name of each exchange on which registered
       None                                              None
--------------------                   -----------------------------------------



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


Check whether the Issuer (1 ) filed all reports  required to be filed by section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes [ x ]   No [  ]      (2)  Yes [ x ]    No [  ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  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. [ ]


State issuer's revenues for its most recent fiscal year:  $   -
                                                           ---------

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the registrant. The aggregate market value shall be 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.

                                      -1-
<PAGE>

At December 31,  2000,  the  aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of December  31,  2000,  the  registrant  had 702,755  shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g.,  part I, part II,  etc.) into which the  document  is
incorporated:  (1) Any annual report to security holders; (2) any proxy or other
information statement;  and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None


                                      -2-
<PAGE>





                                TABLE OF CONTENTS

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PART I
-------
                                                                            Page

ITEM 1.    DESCRIPTION OF BUSINESS                                            4

ITEM 2.    DESCRIPTION OF PROPERTIES                                          8

ITEM 3.    LEGAL PROCEEDINGS                                                  8

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                  8



PART II
-------

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS           8

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         10

ITEM 7.    FINANCIAL STATEMENTS                                              10

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE                                          10



PART III
--------

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT                11

ITEM 10.   EXECUTIVE COMPENSATION                                            13

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT                                                    14

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    15

PART IV

ITEM 13.   EXHIBITS                                                          15


                                      -3-
<PAGE>



ITEM 1.  DESCRIPTION OF BUSINESS

--------------------------------------------------------------------------------


History and Organization

General

The Company was  incorporated  under the laws of the state of Nevada on March 9,
1990 with  authorized  common  stock of 2,500  shares with no par value with the
name  "Bucharoom  Inc." and on July 21,  2000 the  authorized  common  stock was
increased to 100,000,000 shares with a par value of $0.001 with a name change to
"Shaft,  Inc." On July 21, 2000 the Company  completed a forward  stock split of
two hundred shares for each outstanding share.

This report has been prepared  showing after stock split shares with a par value
of $0.001 from inception.

The Company  became  inactive  after 1991 and has since been in the  development
stage and has been  engaged  in the  activity  of  seeking  profitable  business
opportunities.

Business.

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  properties or businesses to acquire,  the Company has had no
business  operations since inception.  To the extent that the Company intends to
continue  to seek the  acquisition  of assets,  property  or  business  that may
benefit the Company and its  stockholders,  it is  essentially  a "blank  check"
company.  Because  the  Company has  limited  assets and  conducts no  business,
management  anticipates  that any such  acquisition  would  require  it to issue
shares of its common stock as the sole  consideration for the acquisition.  This
may result in substantial  dilution of the shares of current  stockholders.  The
Company's  Board of  Directors  shall  make the final  determination  whether to
complete any such  acquisition;  the approval of stockholders will not be sought
unless  required by  applicable  laws,  rules and  regulations,  its Articles of
Incorporation  or Bylaws,  or contract.  The Company makes no assurance that any
future enterprise will be profitable or successful.

     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business or company.  The Company  does not intend to restrict its search
to any particular business or industry,  and the areas in which it will seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely  limited,  and may be  restricted  to entities who desire to
avoid what  these  entities  may deem to be the  adverse  factors  related to an
initial public  offering  ("IPO").  The most prevalent of these factors  include
substantial  time  requirements,  legal and accounting  costs,  the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the  inability to obtain the  required  financial  statements  for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting to

                                      -4-
<PAGE>

between 80 and 95 percent of the outstanding shares of the Company following the
completion of any such transaction; accordingly, investments in any such private
entity,  if available,  would be much more  favorable than any investment in the
Company.

     In the event that the Company  engages in any  transaction  resulting  in a
change of control of the  Company  and/or the  acquisition  of a  business,  the
Company will be required to file with the  Commission  a Current  Report on Form
8-K within 15 days of such  transaction.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired,  as well as pro
forma financial  information  consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors  which are  difficult,  if not  impossible,  to properly  or  accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel  of the entity  sponsoring  any business  opportunity  afforded to the
Company,  visit and inspect material facilities,  obtain independent analysis or
verification  of  information   provided  and  gathered,   check  references  of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may be limited.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed  business  ventures  will  be made  available  to it  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such individuals.

                                      -5-
<PAGE>


     Although the Company has not identified any potential  acquisition  target,
the possibility  exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership interest.  Current Company policy does
not  prohibit  such  transactions.  Because  no such  transaction  is  currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

Principal Products and Services.

     The  limited  business  operations  of the  Company,  as now  contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the  Company  are to  manage  its  current  limited  assets  and to seek out and
investigate the  acquisition of any viable business  opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.

Distribution Methods of the Products or Services.

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.

     None; not applicable.

Competitive Business Conditions.

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the  competitive  position of the Company or any other  entity in the
strata of these endeavors;  however, the Company, having limited assets and cash
reserves,  will no doubt be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed  IPO's,  have significant cash resources
and have recent operating  histories when compared with the complete lack of any
substantive operations by the Company for the past several years.


                                      -6-
<PAGE>



Sources and Availability of Raw Materials and Names of Principal Suppliers.

     None; not applicable.

Dependence on One or a Few Major Customers.

     None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

Research and Development.

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

                                      -7-
<PAGE>




Number of Employees.

     None.




--------------------------------------------------------------------------------


                        ITEM 2. DESCRIPTION OF PROPERTIES

--------------------------------------------------------------------------------


The Company's does not  own any property


--------------------------------------------------------------------------------


                            ITEM 3. LEGAL PROCEEDINGS

--------------------------------------------------------------------------------


None.

--------------------------------------------------------------------------------


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

--------------------------------------------------------------------------------


No matters were  submitted to a vote of  shareholders  of the Company during the
fiscal year ended December 31, 2000.




                                     PART II


--------------------------------------------------------------------------------


        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

--------------------------------------------------------------------------------


Market Information

     There is no  "public  market"  for shares of common  stock of the  Company.
Although  the  Company's  shares  are  quoted on the OTC  Bulletin  Board of the
National Association of Securities Dealers, the Company is unaware of any trades
having been consummated. In any event, no assurance can be given that any market
for the Company's common stock will develop or be maintained.

The ability of an individual  shareholder  to trade their shares in a particular
state may be subject to various rules

                                      -8-
<PAGE>


and  regulations  of that  state.  A number of states  require  that an issuer's
securities  be  registered  in  their  state  or  appropriately   exempted  from
registration  before  the  securities  are  permitted  to trade  in that  state.
Presently, the Company has no plans to register its securities in any particular
state.  Further,  most  likely  the  Company's  shares  will be  subject  to the
provisions  of Section  15(g) and Rule 15g-9 of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock"
rule.  Section 15(g) sets forth certain  requirements  for transactions in penny
stocks and Rule  15g-9(d)(1)  incorporates the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the  Company's  shares are deemed to be a penny stock,  trading in the shares
will be subject to additional sales practice requirements on broker- dealers who
sell penny stocks to persons other than  established  customers  and  accredited
investors,  generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk disclosure  document  relating to the penny stock market.  A broker- dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's  Common stock and may affect the
ability of shareholders to sell their shares.

Holders

     The number of record  holders of the Company's  common stock as of the date
of this report is  approximately  25. The Company's  transfer agent is Interwest
Transfer Company, Inc., 1981 East Murray-Holiday Rd., Salt Lake City, Utah 84117

Dividends

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.

      In July of 2000, in a private  transaction,  the Company sold 3755,  2500,
and 2500 shares to David  Williams,  Christina  Williams  and  Jennifer  Harris,
respectively,  to cover in order to fund  certain  expenses of the  Company.  In
September of 2000,  in a private  transaction,  the Company sold 100,000  shares
each to David Williams and


                                      -9-
<PAGE>



Jennifer  Harris in order to pay  outstanding  payables and pay for the costs of
filing  this  registration.  These  transaction  are deemed  exempt  pursuant to
Section 4(2) of the Act.



--------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------


Overview
--------

     The Company has not engaged in any material  operations or had any revenues
from operations since inception. The Company's plan of operation for the next 12
months  is to  continue  to  seek  the  acquisition  of  assets,  properties  or
businesses  that  may  benefit  the  Company  and its  stockholders.  Management
anticipates that to achieve any such acquisition,  the Company will issue shares
of its common stock as the sole consideration for such acquisition.


Liquidity and Capital Resources
-------------------------------

As of December 31, 2000,  the Company had no assets to pay its  liabilities.  In
the past the Company has paid its expenses by selling shares of its common stock
to its officers and directors.  The Company anticipates that it will continue to
pay its expenses by contributions from its officers.

Results of Operations
---------------------

The Company is a development  stage company and has had no operations during the
fiscal year ended December 31, 2000.

--------------------------------------------------------------------------------


                          ITEM 7. FINANCIAL STATEMENTS


--------------------------------------------------------------------------------


The  financial  statements  of the Company are included  following the signature
page to this form 10-KSB.




--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------


The Company has had no disagreements  with its certified public accountants with
respect to accounting practices or procedures of financial disclosure.


                                      -10-
<PAGE>

                                    PART III



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

--------------------------------------------------------------------------------


General
-------

The  following  table sets  forth  certain  information  regarding  the  current
directors and executive officers of the Company:

                                                                       POSITION
NAME                       AGE                TITLE                   HELD SINCE

David Williams             55            President and Director        6/15/2000

Christina Williams         23            Secretary/Treasurer/Dir       6/15/2000

Jennifer Harris            29            Director                      6/15/2000


All  directors  hold office until the next annual  meeting of  stockholders  and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  As of the date  hereof,  no  director  has  accrued  any  expenses  or
compensation. Officers are appointed annually by the Board of Directors and each
executive  officer  serves  at the  discretion  of the Board of  Directors.  The
Company does not have any standing committees at this time.

         No director,  Officer, affiliate or promoter of the Company has, within
the past five years,  filed any bankruptcy  petition,  been convicted in or been
the  subject of any  pending  criminal  proceedings,  or is any such  person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.

         The business  experience of each of the persons listed above during the
past five years is as follows:

David Williams: Director and President

     Mr. Williams,  since 1997, has been Management Director of Housekeeping for
Windsor  Hotels  of Los  Angeles,  California.  Prior to that he was  Management
Director of Housekeeping  for Sheraton Hotels in San Diego,  Long Beach, and Los
Angeles California from 1985 to 1997 and the same for the Sheraton Hotel in Salt
Lake City, Utah from 1983 to 1985.

Christina Williams: Director, Treasurer/Secretary

     Ms.  Williams is presently a full time student in business  management and,
since July of 2000,  has been a part time  secretary and  bookkeeper for a civil
engineer. Prior to that she was a part time manager for a retail store.


                                      -11-
<PAGE>


Jennifer Harris: Director

     Ms.  Harris is  presently  a  homemaker.  From 1997 to 1999 she worked as a
business  clerk at LDS  Hospital  in Salt  Lake  City,  Utah.  Prior to that she
attended Ocean Community College for two years but received no degree.

Compliance with Section 16(a) of the Exchange Act

Except as indicated below, to the knowledge of management,  during the past five
years, no present or former director,  executive  officer or person nominated to
become a director or an executive officer of the Company:

(1) filed a petition under the federal  bankruptcy laws or any state  insolvency
law, nor had a receiver,  fiscal agent or similar  officer  appointed by a court
for the business or property of such person,  or any partnership in which he was
a general partner at or within two years before the time of such filing;

(2) was  convicted  in a  criminal  proceeding  or named  subject  of a  pending
criminal proceeding (excluding traffic violations and other minor offenses);

(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily enjoining him from or otherwise limiting, the following activities:

     (i) acting as a futures commission  merchant,  introducing broker,
     commodity trading advisor,  commodity pool operator, floor broker,
     leverage  transaction  merchant,  associated  person of any of the
     foregoing,  or as an investment  advisor,  underwriter,  broker or
     dealer in  securities,  or as an  affiliate  person,  director  or
     employee of any investment  company,  or engaging in or continuing
     any conduct or practice in connection with such activity;

     (ii)  engaging in any type of business practice; or

     (iii) engaging in any activity in connection  with the purchase or
     sale of any  security  or  commodity  or in  connection  with  any
     violation  of  federal  or  state   securities   laws  or  federal
     commodities laws;

(4)  was the  subject  of any  order,  judgment,  or  decree,  not  subsequently
reversed,  suspended,  or vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

(5) was found by a court of competent  jurisdiction  in a civil action or by the
Securities  and  Exchange  Commission  to have  violated  any  federal  or state
securities  law,  and the  judgment  in such  civil  action  or  finding  by the
Securities  and  Exchange   Commission  has  not  been  subsequently   reversed,
suspended, or vacated.

(6) was found by a court of competent  jurisdiction  in a civil action or by the
Commodity  Futures Trading  Commission to have violated any federal  commodities
law, and the judgement in such civil action or finding by the Commodity  Futures
Trading Commission has not been subsequently reversed, suspended or vacated.


                                      -12-
<PAGE>



Since the Company ceased operations in 1990, the Company knows of no person, who
at any time  during  the  subsequent  fiscal  years,  was a  director,  officer,
beneficial  owner of more than ten percent of any class of equity  securities of
the  registrant  registered  pursuant to Section 12 ("Reporting  Person"),  that
failed to file on a timely basis any reports  required to be furnished  pursuant
to  Section  16 (a).  Based  upon a  review  of Forms 3 and 4  furnished  to the
registrant  under Rule 16a-3(d)  during its most recent fiscal year,  other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior years.

The following table sets forth as of December 31, 2000, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16(a) during the most recent fiscal year or prior years.

  Name                         Position                        Reports  Filed

  NONE


--------------------------------------------------------------------------------


                         ITEM 10. EXECUTIVE COMPENSATION


--------------------------------------------------------------------------------


Cash Compensation

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal years ended December 31, 2000, 1999, and 1998.

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans

None.

Pension Table
None.

Other Compensation
None

Compensation of Directors
None.

Termination of Employment and Change of Control Arrangement

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received from the Company, with respect to any person named in Cash Compensation
set out above  which  would in any way  result in  payments  to any such  person
because of his resignation,  retirement,  or other  termination of such person's
employment with


                                      -13-
<PAGE>



the Company or its subsidiaries,  or any change in control of the Company,  or a
change in the person's  responsibilities  following a changing in control of the
Company.


--------------------------------------------------------------------------------


    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


--------------------------------------------------------------------------------


The  following  table  sets  forth  certain  information  furnished  by  current
management  concerning  the  ownership  of  common  stock of the  Company  as of
December  31,  2000,  of (i) each  person who is known to the  Company to be the
beneficial owner of more than 5 percent of the Common Stock;  (ii) all directors
and  executive  officers;  and (iii)  directors  and  executive  officers of the
Company as a group:

Name and Address                        Amount and Nature of     Percent
Beneficial Owner                        Beneficial Ownership    of Class
--------------------------              --------------------    --------
David Williams (Pres/Dir)*                    103,755            14.8%
50 Chardonnay
Irvine, Ca.92614

Christina Williams (Sec/Dir)*                   2,500             0.5
50 Chardonnay
Irvine, Ca 92614

Jennifer Harris (Dir)*                        102,500            14.6%
944 E. Olympus Cove
Salt Lake City, Utah 84117

Joey May                                       60,000             8.5%
449 Bryan
Salt Lake City, Utah 84106

Richard Godfrey                                50,000             7.1%
8530 Kings Cove Drive
Salt Lake City, Ut. 84121

All officers and
directors as a group                          208,755            29.9%

*Father & daughters.

--------------------------------------------------------------------------------




--------------------------------------------------------------------------------


Transactions with Management and Others


                                      -14-
<PAGE>



Except as indicated below, and for the periods indicated, there were no material
transactions,  or series of similar  transactions,  since the  beginning  of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar  transactions,  to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any  security  holder  who  is  known  by the  Company  to own of  record  or
beneficially  more than 5% of any class of the Company's  common  stock,  or any
member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a party,  in which the amount  involved  exceeds  $60,000 and in which any
director  or  executive  officer,  or any  security  holder  who is known to the
Company  to own of  record  or  beneficially  more  than 5% of any  class of the
Company's  common  stock,  or any member of the  immediate  family of any of the
foregoing persons, has an interest.

Transactions with Promoters

There have no material  transactions  between the Company and its  promoters  or
founders.

--------------------------------------------------------------------------------


                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


--------------------------------------------------------------------------------


(a) (1) Financial Statements. The following financial statements are included in
        this report:

Title of Document                                                           Page

Report of Andersen, Andersen & Strong, Certified Public Accountants           17

Balance Sheets as of December 31, 2000                                        18

Statements of Operations for years ended December 31, 2000,  and 1999 and     19
    the period March 9, 1990 to December 31, 2000

Statements of Changes in Stockholders' Equity for the period March 9 1990
    to December 31, 2000                                                      20

Statements of Cash Flows for the years ended December 31, 2000, and 1999
   and the period March 9, 1990 to December 31, 2000                          21

Notes to Financial Statements                                                 22




(a)(2)  Financial  Statement   Schedules.   The  following  financial  statement
        schedules are included as part of this report:

    Exhibit
    Number          Description
    ------          -----------
    3(i)*           Articles of Incorporation
    3(ii)*          Bylaws

    DOCUMENTS INCORPORATED BY REFERENCE

    *Documents  previously  filed as exhibit to Form 10 and  incorporated herein
     by this reference.



(a)(3) Exhibits.  The following  exhibits are included as part of this report by
       reference:

None.



                                      -15-
<PAGE>
--------------------------------------------------------------------------------


                                   SIGNATURES

--------------------------------------------------------------------------------


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

                                       SHAFT, INC.
                                       (Registrant)

                                       By: s/ David Williams
                                           ------------------------------
                                           David Williams
                                           President and Director

Dated: 22nd day of March, 2001.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated on the 22nd day of March, 2001.


 s/ David Williams
-------------------------------------
David Williams
Director and Chief Executive Officer



s/ Christina Williams
-------------------------------------
Christina Williams
Director and Treasurer



                                      -16-
<PAGE>






ANDERSEN ANDERSEN & STRONG, L.C.
--------------------------------
Certified Public Accountants and Business Consultants

                                                  941 East 3300 South, Suite 202
                                                      Salt Lake City, Utah 84106
                                                          Telephone 801 486-0096
                                                                Fax 801 486-0098



Board of Directors
Shaft, Inc.
Salt Lake City, Utah

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the  accompanying  balance  sheet of Shaft,  Inc. (  development
stage  company) at December 31, 2000 and the related  statements of  operations,
stockholders'  equity, and cash flows for the years ended December 31, 2000, and
1999 and the period  March 9, 1990 (date of  inception)  to December  31,  2000.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Shaft,  Inc. at December 31,
2000 and the results of operations,  and cash flows for the years ended December
31, 2000,  and 1999 and the period March 9 1990 (date of  inception) to 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.  The Company is in the  development
stage and will need additional  working capital for its planned activity,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to these  matters are  described in Note 4 . These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ ANDSERSEN ANDERSEN & STRONG, L.C.

February 28, 2001
Salt Lake City, Utah






                                      -17-
<PAGE>




                                   SHAFT, INC.
                                 BALANCE SHEETS
                                December 31, 2000

--------------------------------------------------------------------------------



ASSETS

CURRENT ASSETS

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

        Total Current Assets                                           $   --
                                                                       ========


LIABILITIES AND STOCKHOLDERS'
   EQUITY

CURRENT LIABILITIES

   Accounts payable                                                    $  1,400
                                                                       --------

       Total Current Liabilities                                          1,400
                                                                       --------

STOCKHOLDERS' EQUITY

   Common stock
       100,000,000 shares authorized at $0.001 par value;
       702,755 issued and outstanding                                       703

   Capital in excess of par value                                        55,034

   Accumulated deficit during the development stage                     (57,137)
                                                                       --------

       Total Stockholders' Deficiency                                    (1,400)
                                                                       --------

                                                                       $    --
                                                                       ========



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


                                      -18-
<PAGE>



                                   SHAFT, INC.
                             STATEMENT OF OPERATIONS
                 For the Years Ended December 31, 2000 and 1999
      and the period March 9, 1990 (date of inception) to December 31, 2000
--------------------------------------------------------------------------------




                                                                       Period
                                         Dec 31,        Dec 31,    Mar 9 1990 to
                                          2000           1999       Dec 31, 2000
                                       ---------       ---------   -------------

REVENUES                               $    --         $    --        $    --

EXPENSES                                  20,712            --           57,137
                                       ---------       ---------      ---------

NET LOSS                               $ (20,712)      $    --        $ (57,137)
                                       =========       =========      ---------






NET LOSS PER COMMON
   SHARE

       Basic                           $    (.04)      $    --
                                       ---------       ---------



AVERAGE OUTSTANDING
   SHARES

        Basic                            565,066         494,000
                                        ---------      ---------













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


                                      -19-
<PAGE>
<TABLE>
<CAPTION>



                                             SHAFT, INC.
                           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   Period March 9, 1990 (date of inception) to December 31, 2000

-----------------------------------------------------------------------------------------------------------


                                                              Common Stock         Capital in
                                                          ---------------------     Excess of   Accumulated
                                                           Shares       Amount      Par Value     Deficit
                                                          --------     --------     ---------    ---------
<S>                                                     <C>          <C>          <C>          <C>
Balance March  9, 1990 (date of inception)                    --       $   --       $   --       $   --

Issuance of common stock for services at $.05 -
   July 18, 1991                                           160,000          160        7,840         --

Issuance of common stock for cash at $.09 -
   August 13, 1991                                         225,000          225       20,025         --

Issuance of common stock for cash at $.075
    September 8, 1991                                       63,000           63        4,662         --

Issuance of common stock for cash at $.075
   September 17, 1991                                       46,000           46        3,404         --

Net operating loss for the year ended
   December  31, 1991                                         --           --           --        (36,425)
-----------------------------------------------------------------------------------------------------------

Balance December 31, 1999                                  494,000          494       35,931      (36,425)

Issuance of common stock for cash at $1.00
   July 10, 2000                                             8,755            9        8,746         --

Issuance of common stock for expenses paid by
   related parties at $.05 - September 28, 2000            200,000          200        9,800         --

Contributions to capital - related parties - expenses         --           --            557         --

Net operating loss for the year ended
    ended December 31, 2000                                   --           --           --        (20,712)
                                                          --------     --------     ---------    ---------


Balance December 31, 2000                                  702,755     $    703     $ 55,034     $(57,137)
                                                          ========     ========     ========     ========










              The accompanying notes are an integral part of these
                             financial statements.
</TABLE>


                                      -20-
<PAGE>
<TABLE>
<CAPTION>



                                         SHAFT, INC.
                                   STATEMENT OF CASH FLOWS
                   For the Years Ended December 31, 2000 and 1999, and the
                period March 9, 1990 (date of inception) to December 31, 2000

-----------------------------------------------------------------------------------------------------


                                                                                          Period
                                                              Dec 31,      Dec 31,     Mar 9, 1990
                                                               2000         1999     to Dec  31, 2000
                                                             --------      -------   ----------------
<S>                                                          <C>           <C>         <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                                  $(20,712)     $  --       $(57,137)

   Adjustments to reconcile net loss to
       net cash provided by operating                            --           --           --
       activities

          Contributions to capital                                557         --            557
          Capital stock issued for services and expenses       10,000         --         18,000
          Change in accounts payable                            1,400         --          1,400


             Net Cash From (Used) in Operations                (8,755)        --        (37,180)
                                                             --------      -------     --------

CASH FLOWS FROM INVESTING
   ACTIVITIES
                                                                 --           --           --
                                                             --------      -------     --------

CASH FLOWS FROM FINANCING
   ACTIVITIES

   Proceeds from issuance of common
       stock                                                    8,755         --         37,180


   Net Increase (Decrease)  in Cash                              --           --           --


   Cash at Beginning of Period                                   --           --           --
                                                             --------      -------     --------

   Cash at End of Period                                     $   --        $  --       $   --
                                                             ========      =======     ========



NONCASH FLOWS FROM OPERATING ACTIVITIES

    Issuance of 160,000 shares for services - 1991                  $  8,000
                                                                      ------
    Issuance of 200,000 shares for expenses - 2000                    10,000
                                                                      ------




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


</TABLE>
                                      -21-
<PAGE>



                                   SHAFT, INC.
                          NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

1. ORGANIZATION

The Company was  incorporated  under the laws of the state of Nevada on March 9,
1990 with  authorized  common  stock of 2,500  shares with no par value with the
name  "Bucharoom  Inc." and on July 21,  2000 the  authorized  common  stock was
increased to 100,000,000 shares with a par value of $0.001 with a name change to
"Shaft,  Inc." On July 21, 2000 the Company  completed a forward  stock split of
two hundred shares for each outstanding share.

This report has been prepared  showing after stock split shares with a par value
of $0.001 from inception.

The Company has been in the  business of the  development  of mineral  deposits.
During 1991 all activities were abandoned and the Company has remained  inactive
since that time.

The Company is in the development stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

On December  31, 2000,  the Company had a net  operating  loss carry  forward of
$57,137.  The tax benefit of $17,141 from the loss carry  forward has been fully
offset by a  valuation  reserve  because  the use of the future  tax  benefit is
undeterminable  since the Company has no operations.  The loss carryover expires
in the years from 2007 through 2022.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.

Earnings (Loss) Per Share
-------------------------

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually outstanding, after the stock splits.


                                      -22-
<PAGE>





                                   SHAFT, INC.
                    NOTES TO FINANCIAL STATEMENTS - continued

--------------------------------------------------------------------------------


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Comprehensive Income
--------------------

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

Financial Instruments
---------------------

The carrying amounts of financial  instruments is considered by management to be
their estimated fair values.

3.  RELATED PARTY TRANSACTIONS

Related parties have acquired 15% of the common stock issued by the Company.

4.  GOING CONCERN

The  Company  intends to acquire  interests  in various  business  opportunities
which,  in the  opinion of  management,  will  provide a profit to the  Company,
however there is insufficient working capital for any future planned activity.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
equity  funding  and long term debt  which will  enable  the  Company to conduct
operations for the coming year.






                                      -23-