SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


                                   (Mark One)

              [x] Annual report under section 13 or 15 (d) of the
                        Securities Exchange Act of 1934
                  for the fiscal year ended December 31, 2000

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


                        Commission File Number 000-27837

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



               Delaware                                  95-4738432
    (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)


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


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

Securities registered under Section 12(b) of the Exchange Act:

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

Securities registered under Section 12(g) of the Exchange Act:

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




<PAGE>


         Check whether the issuer (1) filed all reports  required to be filed by
Section  13 or 15 (d) of the  Exchange  Act  during  the past 12 months (or such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                         Yes        X              No

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B not contained in this form, and no disclosure will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         The Issuer's revenues for the year ended December 31, 2000 were $0.00.

         As of December  31, 2000 there were  12,000,000  outstanding  shares of
Common  Stock $.001 par value.  The  aggregate  market value of the voting stock
held by non-affiliates computed by reference to the price at which the stock was
sold,  or the average bid and asked  prices of such  stock,  as of December  31,
2000, was $1,200.00.



<PAGE>


                                     PART I


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


Item 1.           DESCRIPTION OF BUSINESS.

The Company has not engaged in any operations other than organizational matters.
Lakshmi   Enterprises,   Inc.,  a  Delaware  corporation  ("the  "Company")  was
incorporated  on May 9, 1997, and was formed  specifically to serve as a vehicle
to effect a merger,  exchange  of  capital  stock,  asset  acquisition  or other
business combination.

The primary  activity of the Company will involve  seeking merger or acquisition
candidates  with  whom it can  either  merge or  acquire.  The  Company  has not
selected  any  company  for  acquisition  or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.


Item 2.           DESCRIPTION OF PROPERTY.

As of December 31, 2000, the Company did not own or lease any office space.


Item 3.           LEGAL PROCEEDINGS.

As of  December  31,  2000,  there are no known  legal  proceedings  against the
Company or any of its officers or directors.


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

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




                                       1
<PAGE>


                                     PART II


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

The Company's Common Stock is not currently traded.

As of December 31, 2000,  there were 319  stockholders of record.  The number of
shares outstanding was 12,000,000.

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

Of the  12,000,000  issued and  outstanding  shares of Common Stock,  10,000,000
shares are restricted  shares and 2,000,000  shares can be sold pursuant to Rule
144 under the Securities Act.

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

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


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

Plan of Operation - General

The Company  was  organized  for the purpose of creating a corporate  vehicle to
seek,  investigate and, if such investigation  warrants,  acquire an interest in
one or more  business  opportunities  presented to it by persons or firms who or
which desire to seek  perceived  advantages of a publicly held  corporation.  At
this time,  the  Company  has no plan,  proposal,  agreement,  understanding  or
arrangement to acquire or merge with any specific  business or company,  and the
Company has not  identified any specific  business or company for  investigation
and  evaluation.  No member of Management or promoter of the Company has had any
material  discussions  with any other company with respect to any acquisition of
that company. The Company will not restrict its search to any specific business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout is purposefully general and is not meant to be
restrictive of the Company's  virtually  unlimited  discretion to search for and
enter into potential business opportunities.


                                       2
<PAGE>

The Company intends to obtain funds in one or more private placements to finance
the operation of any acquired business.  Persons purchasing  securities in these
placements  and other  shareholders  will  likely  not have the  opportunity  to
participate in the decision relating to any acquisition.  The Company's proposed
business is sometimes  referred to as a "blind pool" because any investors  will
entrust their investment  monies to the Company's  management before they have a
chance  to  analyze  any   ultimate  use  to  which  their  money  may  be  put.
Consequently,  the  Company's  potential  success  is heavily  dependent  on the
Company's  management,   which  will  have  virtually  unlimited  discretion  in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no assurance  that the Company has had any  experience in
the proposed business of the Company. There can be no assurance that the Company
will be able to raise any funds in private placement.  In any private placement,
management  may  purchase  shares on the same terms as  offered  in the  private
placement.

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

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

The Company anticipates that the selection of a business opportunity in which to
participate  will be complex and extremely  risky.  Because of general  economic
conditions,  rapid  technological  advances being made in some  industries,  and
shortages  of available  capital,  management  believes  that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable  statues) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.


                                       3
<PAGE>

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

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

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


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

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

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

                                       4
<PAGE>

Sources of Opportunities

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

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

Evaluation of Opportunities

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

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

It may be anticipated  that any  opportunity  in which the Company  participates
will present certain risks. Many of these risks cannot be adequately  identified
prior to selection of the specific opportunity,  and the Company's  shareholders
must,  therefore,  depend on the ability of  management to identify and evaluate
such risk. In the case of some of the opportunities available to the Company, it


                                       5
<PAGE>

may be  anticipated  that the  promoters  thereof  have been unable to develop a
going concern or that such business is in its  development  stage in that it has
not generated  significant revenues from its principal business activities prior
to the  Company's  participation.  There is a risk,  even  after  the  Company's
participation  in the  activity  and the related  expenditure  of the  Company's
funds,  that the  combined  enterprises  will  still be unable to become a going
concern or advance beyond the development  stage.  Many of the opportunities may
involve new and untested products,  processes, or market strategies that may not
succeed. The Company and, therefore, its shareholders will assume such risks.

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

Acquisition of Opportunities

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

It is anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration  under applicable Federal and
state securities laws. In some  circumstances,  however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the  time  the  transaction  is  consummated,  under  certain  conditions  or at
specified time thereafter. The issuance of substantial additional securities and
their  potential sale into any trading market in the Company's  Common Stock may
have a depressive effect on such market. While the actual terms of a transaction
to which the Company may be a party cannot be predicted, it may be expected that
the parties to the  business  transaction  will find it  desirable  to avoid the
creation of a taxable event and thereby structure the acquisition in a so called
"tax  free"  reorganization  under  Sections  368(a)(1)  or 351 of the  Internal
Revenue  Code of 1986,  as amended  (the  "Code").  In order to obtain  tax-free
treatment  under the Code,  it may be  necessary  for the owners of the acquired
business to own 80% or more of the voting stock of the surviving entity. In such
event,  the shareholders of the Company,  including past and current  investors,
would retain less than 20% of the issued and outstanding shares of the surviving
entity,  which  could  result  in  significant  dilution  in the  equity of such
shareholders.

                                       6
<PAGE>

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

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

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

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

Management  believes  that the  Company  may be able to benefit  from the use of
"leverage"  in  the  acquisition  of  a  business   opportunity.   Leveraging  a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could


                                       7
<PAGE>

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

Competition

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

Regulation and Taxation

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

The Company  intends to structure a merger or acquisition in such a manner as to
minimize  Federal  and state tax  consequences  to the Company and to any target
company.

                                       8
<PAGE>

Employees

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

Results of Operations

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

The Company had no sales or sales revenues for the years ended December 31, 2000
and 1999 because it is a shell company that has not had any business  operations
for the past three years.

The Company had no costs of sales revenues for the years ended December 31, 2000
and 1999 because it is a shell company that has not had any business  operations
for the past three years. The Company had $41,669 in general and  administrative
expenses for the year ended December 31, 2000 and $27,549 for the same period in
1999.

The Company  recorded a net loss of $41,669 for the year ended December 31, 2000
compared to $27,549 loss for the same period in 1999.

Capital Resources and Liquidity

At December  31,  2000,  the Company  had total  current  assets of $0 and total
assets of $0. The Company had a net working  capital  deficit of $49,208 and has
an ongoing need to finance its activities. To date, the Company has funded these
cash  requirements by offering and selling its Common Stock, in addition to cash
advances from current stockholders.


                                       9
<PAGE>

Item 7.           FINANCIAL STATEMENTS.



                            LAKSHMI ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000



                                    CONTENTS




PAGE         F-1       INDEPENDENT AUDITORS' REPORT

PAGE         F-2       BALANCE SHEETSAS OF DECEMBER 31, 2000 AND 1999

PAGE         F-3       STATEMENTS  OF  OPERATIONS  FOR THE YEARS  ENDED
                       DECEMBER  31,  2000 AND 1999 AND FOR THE PERIOD FROM
                       MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 2000

PAGE         F-4       STATEMENTS  OF CHANGES IN  STOCKHOLDERS'  EQUITY
                       (DEFICIENCY)  FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION)
                       TO DECEMBER 31, 2000

PAGE         F-5       STATEMENTS  OF CASH  FLOWS  FOR THE YEARS  ENDED
                       DECEMBER  31,  2000 AND 1999 AND FOR THE PERIOD FROM
                       MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 2000

PAGES     F-6 - F-8    NOTES TO FINANCIAL STATEMENTS





                                       10
<PAGE>




                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
  Lakshmi Enterprises, Inc

We have audited the accompanying balance sheet of Lakshmi  Enterprises,  Inc. (a
development stage company) as of December 31, 2000 and the related statements of
operations,  changes in stockholders' equity (deficiency) and cash flows for the
years  ended  December  31,  2000 and 1999 and for the  period  from May 9, 1997
(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 audit.

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

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the  financial  position  of Lakshmi  Enterprises,  Inc. (a
development  stage  company) as of December 31,  2000,  and the results of their
operations  and their cash flows for the years ended December 31, 2000 and 1999,
and for the  period  from  May 9,  1997  (inception)  to  December  31,  2000 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial   statements,   the  Company  is  a  development  stage  company  with
accumulated  operating  losses of  $69,218,  a  working  capital  deficiency  of
$49,208,  and a stockholders  deficiency of $49,208 at December 31, 2000.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern.  Management's  plans concerning this matter are also described in
Note 4. The  accompanying  financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ Weinberg & Company, P.A.
----------------------------
WEINBERG & COMPANY, P.A.

Boca Raton, Florida
June 12, 2001

                                      F-1
<PAGE>

<TABLE>
<CAPTION>
                            LAKSHMI ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS



                                     ASSETS

                                                     December 31,   December 31,
                                                        2000           1999
                                                     ------------   ------------
<S>                                                  <C>            <C>

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




LIABILITIES AND STOCKHOLDERS' DEFICIENCY

             CURRENT LIABILITIES
   Accrued expenses                                  $    33,519    $         -
   Loan payable to stockholder                            15,689          7,539
                                                     ------------   ------------
             TOTAL CURRENT LIABILITIES                    49,208          7,539


             STOCKHOLDERS' DEFICIENCY

   Preferred stock, $0.001 par value, 8,000,000
    shares authorized, none issued and outstanding             -              -
  Common stock, $0.001 par value, 100,000,000 shares
    authorized, 12,000,000 and 2,000,000 issued and
    outstanding, at March 31, 2001 and December 31,
    2000 respectively                                     12,000          2,000
   Additional paid-in capital                             18,010         18,010
   Accumulated deficit during development stage          (69,218)       (27,549)
                                                     ------------   ------------
                                                         (39,208)        (7,539)
   Less stock subscriptions receivable                   (10,000)             -
                                                     ------------   ------------

             TOTAL STOCKHOLDERS' DEFICIENCY              (49,208)        (7,539)
                                                     ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY       $         -    $         -
----------------------------------------------       ============   ============
</TABLE>


                 See accompanying notes to financial statements.

                                       F-2

<PAGE>

<TABLE>
<CAPTION>
                            LAKSHMI ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                                                     For the Period
                                                                                    From May 9, 1997
                                     For the Year Ended      For the Year Ended     (Inception) to
                                     December 31, 2000       December 31, 1999     December 31, 2000
                                     ------------------      ------------------    -----------------
<S>                                  <C>                     <C>                    <C>
REVENUES                             $                -      $                -     $              -
                                     ------------------      ------------------    -----------------

EXPENSES

   Accounting fees                               11,912                   4,000               15,912
   Bank charges                                    -                        161                  161
   Consulting fees                                 -                     13,888               13,888
   Legal fees                                    24,817                   7,250               32,067
   Office supplies                                  750                       -                  750
   Rents                                          2,400                   1,500                3,900
   Stock transfer fee                             1,790                     750                2,540
                                     ------------------      ------------------    -----------------

TOTAL OPERATING EXPENSES                         41,669                  27,549               69,218
                                     ------------------      ------------------    -----------------

NET INCOME (LOSS)                    $          (41,669)     $          (27,549)    $        (69,218)
-----------------                    ==================      ==================     ================

Net loss per common share -
  basic an diluted                   $             -         $             (.02)    $           (.02)
                                     ==================      ==================     ================
Weighted average number of common
  shares outstanding -
  basic and diluted                          10,027,397               1,739,726            3,743,077
                                     ==================      ==================     ================
</TABLE>

                 See accompanying notes to financial statements.

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                            LAKSHMI ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
        FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 2000



                                                                            ACCUMULATED
                                      COMMON STOCK           ADDITIONAL   DEFICIT DURING        LESS
                                 ---------------------         PAID-IN       DEVELOPMENT    SUBSCRIPTIONS
                                 SHARES         AMOUNT        CAPITAL         STAGE          RECEIVABLE       TOTAL
                                ---------     ---------     -----------   --------------    -------------   --------
<S>                             <C>           <C>           <C>           <C>               <C>             <C>
Common stock issued for cash    1,000,000     $   1,000     $     (990)   $            -    $        (10)   $      -
                                ---------     ---------     -----------   --------------    -------------   --------

Balance, December 31, 1997      1,000,000         1,000           (990)                -             (10)          -
                                ---------     ---------     -----------   --------------    -------------   --------

Balance, December 31, 1998      1,000,000         1,000           (990)                -             (10)          -

Common stock issued for cash    1,000,000         1,000         19,000                 -              10      20,010

Net loss for the year ended
   December 31, 1999                    -             -               -          (27,549)              -     (27,549)
                                ---------     ---------     -----------   --------------    -------------   --------
Balance, December 31, 1999      2,000,000         2,000          18,010          (27,549)              -      (7,539)

Common stock issued for
   subscription receivable     10,000,000        10,000               -                -         (10,000)          -

Net loss for the year ended
   December 31, 2000                                                             (41,669)              -     (41,669)
                                ---------     ---------     -----------   --------------    -------------   --------
  Balance,
  --------
   DECEMBER 31, 2000           12,000,000     $  12,000     $    18,010   $      (69,218)        (10,000)   $(49,208)
  ------------------           ==========     =========     ===========   ==============     ============   =========
</TABLE>




                 See accompanying notes to financial statements.

                                      F-4

<PAGE>

<TABLE>
<CAPTION>
                            LAKSHMI ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                                             For the Period
                                                                                            From May 9, 1997
                                                For the Year Ended    For the Year Ended     (Inception) to
                                                 December 31, 2000     December 31, 1999    December 31, 2000
                                                ------------------    ------------------    -----------------
<S>                                             <C>                   <C>                   <C>
Cash flows from operating activities
   Net loss                                     $          (41,669)   $          (27,549)   $         (69,218)
   Increase in accrued expenses                             33,519                  -                  33,519
                                                ------------------    ------------------    -----------------
   Net cash used in operating activities                    (8,150)              (27,549)             (35,699)
                                                ------------------    ------------------    -----------------

Cash flows from financing activities
   Proceeds from issuance of common stock                     -                   20,010               20,010
   Loan proceeds from stockholders                           8,150                 7,539               15,689
                                                ------------------    ------------------    -----------------
   Net cash provided by financing activities                 8,150                27,549               35,699
                                                ------------------    ------------------    -----------------

Net increase in cash                                          -                     -                    -

Cash and cash equivalents - Beginning                         -                     -                    -
                                                ------------------    ------------------    -----------------

Cash and cash equivalents - ending              $             -       $             -       $            -
                                                ==================    ==================    =================
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the year ended  December  31,  2000,  the  Company  issued  shares of its
restricted  common  stock in  exchange  for  subscriptions  receivable  totaling
$10,000.



                                       F-5

                 See accompanying notes to financial statements.


<PAGE>


NOTE  1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A)      Organization and Description of Business
         -------------------------------------------------
         Lakshmi Enterprises, Inc. (a development stage company) (the "Company")
         was  incorporated in the State of Delaware on May 9, 1997 to serve as a
         vehicle  to  effect  a  merger,   exchange  of  capital  stock,   asset
         acquisition  or other business  combination.  At December 31, 2000, the
         Company had not yet commenced any formal business  operations,  and all
         activity to date relates to the Company's formation and fund raising,

         The Company's  ability to commence  operations  is contingent  upon its
         ability  to  identify  a  prospective  target  business  and  raise the
         additional  capital it will  require  through  the  issuance  of equity
         securities, debt securities, bank borrowings or a combination thereof.

         (B) Use of Estimates
         --------------------
         In preparing financial statements in conformity with generally accepted
         accounting  principles,  management  is required to make  estimates and
         assumptions  that affect the reported amounts of assets and liabilities
         and the disclosure of contingent  assets and liabilities at the date of
         the financial  statements and revenues and expenses during the reported
         period. Actual results could differ from those estimates.

         (C) Cash and Cash Equivalents
         -----------------------------
          For purposes of the cash flow  statements,  the Company  considers all
          highly liquid investments with original  maturities of three months or
          less at time of purchase to be cash equivalents.

         (D) Income Taxes
         ----------------
         The Company  accounts for income taxes under the  Financial  Accounting
         Standards  Board Statement of Financial  Accounting  Standards No. 109.
         "Accounting for Income Taxes" ("Statement No.109"). Under Statement No.
         109,  deferred tax assets and liabilities are recognized for the future
         tax  consequences  attributable  to  differences  between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax basis.  Deferred tax assets and liabilities are measured
         using  enacted  tax rates  expected  to apply to taxable  income in the
         years in which those temporary differences are expected to be recovered
         or settled.  Under Statement 109, the effect on deferred tax assets and
         liabilities  of a change  in tax rates is  recognized  in income in the
         period that includes the enactment  date.  There was no current  income
         tax expense due to the  Company's  operating  losses.  The deferred tax
         asset of approximately $23,500 arising from the Company's net operating
         loss carryforward of $69,218 at December 31, 2000 has been fully offset
         by a valuation allowance.

                                      F-6
<PAGE>

NOTE  1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

         (E) Earnings Per Share
         ----------------------
         Net loss per common share for the year ended  December 31, 2000 and for
         the  period  from May 9,  1997  (inception)  to  December  31,  2000 is
         computed based upon the weighted  average common shares  outstanding as
         defined by Financial Accounting Standards No. 128 "Earnings Per Share".
         There were no common  stock  equivalents  outstanding  at December  31,
         2000.


NOTE  2  LOANS PAYABLE TO PRINCIPAL STOCKHOLDERS

         The  loans  payable  to  stockholders  are  non-interest-bearing  loans
         payable  to  PageOne  Business  Productions,  LLC,  a former  principal
         stockholder. The amounts are due and payable on demand.


NOTE  3  STOCKHOLDERS' EQUITY

         The Company was  originally  authorized to issue 2,000 shares of common
         stock at no par  value.  The  Company  issued  500 and 1,500  shares to
         AppleTree  Investment Company,  Ltd. and PageOne Business  Productions,
         LLC, respectively for $20,010.

         In 1999 management  filed an amendment to the articles of incorporation
         with the State of Delaware,  which  increased  the number of authorized
         common  shares to  100,000,000,  effected  a 375 to 1 split of the 2000
         previously issued common shares and created 8,000,000 authorized shares
         of preferred  stock, of which the issuance,  rights and other terms are
         to be determined by the Company's Board of Directors.  In addition, the
         par value of the common  stock was  changed to $0.001 per share and the
         par value of the new preferred stock was set at $0.001 per share.

         In  February 2000, the Company's  Board of Directors  approved a 2.6667
         to  1 split of  the  750,000  previously  issued and outstanding common
         shares.

         In March 2000, the Company approved and subsequently  issued 10,000,000
         shares of restricted  common stock to two individuals in  consideration
         for a planned  assignment to the Company of a patented internet service
         technology. Since the assignment of this patent has not been completed,
         the  value  of this  issued  stock  has been  shown  as a  subscription
         receivable in the stockholders deficiency section of the balance sheet.

         The financial statements at December 31, 2000 give effect to the common
         stock splits,  new authorized share amounts,  and par values enumerated
         in the amended  certificate  of  incorporation  and Board of  Directors
         resolutions.

                                      F-7
<PAGE>


NOTE  4  GOING CONCERN

         As reflected in the accompanying financial statements,  the Company had
         accumulated net losses of $69,218,  a working capital and stockholders'
         deficiency of $49,208 and has not generated any revenues  since it does
         not yet have an  operating  business.  The  ability  of the  Company to
         continue as a going  concern is dependent on the  Company's  ability to
         raise additional capital and implement its business plan. The financial
         statements  do not include any  adjustments  that might be necessary if
         the Company is unable to continue as a going concern.

         The Company intends to serve as a vehicle to effect a merger,  exchange
         of capital stock,  asset  acquisition,  or other business  combination.
         Management  believes  that actions  presently  being taken  provide the
         opportunity for the Company to continue as a going concern.





















                                      F-8
<PAGE>

                                    PART III


Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act.


Directors and Executive Officers.

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

Jeong S. Park has been sole Director,  President,  Chief  Financial  Officer and
Secretary of the Company since his appointment on June 1, 2000. Mr. Park is also
the Director and President of Arcadia  Investments,  Inc., a  Development  Stage
Company  incorporated in the State of Wyoming.  Arcadia  Investments,  Inc. is a
reporting company pursuant to Section 12(g) of the Exchange Act. Mr. Park is the
Executive Vice President of 3R, Inc., a Korean company.  Mr. Park holds B.A. and
M.B.A. degrees from the Seoul National University in Korea.

Board Committees

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

Conflicts of Interest

Certain  conflicts of interest now exist and will  continue to exist between the
Company  and its  officers  and  directors  due to the fact  that each has other
business interests to which he devotes his primary  attention.  Each officer and
director may continue to do so  notwithstanding  the fact that  management  time
should be devoted to the business of the Company.  Certain conflicts of interest
may exist between the Company and its  management,  and conflicts may develop in
the future.  The  Company has not  established  policies or  procedures  for the
resolution of current or potential  conflicts of interests  between the Company,
its officers and  directors or  affiliated  entities.  There can be no assurance
that  management will resolve all conflicts of interest in favor of the Company,
and failure by  management  to conduct the  Company's  business in the Company's
best  interest  may result in  liability  to the  management.  The  officers and
directors are accountable to the Company as  fiduciaries,  which means that they
are required to exercise  good faith and  integrity  in handling  the  Company's
affairs. Shareholders who believe that the Company has been harmed by failure of
an officer or director to  appropriately  resolve any conflict of interest  may,
subject to applicable rule of civil  procedure,  be able to bring a class action
or derivative suit to enforce their rights and the Company's rights.

Section 16(a) Beneficial Ownership Reporting Compliance

Seong Ik Jang and Jeong S. Park  were  each a  beneficial  owner of more than 10
percent of the common stock of the Company  during the recent fiscal year.  Each
shareholder  has failed to file a Form 3 as  required  by  Section  16(a) of the
Exchange Act.


                                       11
<PAGE>


Item 10. EXECUTIVE COMPENSATION.

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

Directors currently receive no compensation for their duties as directors.


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

The  following  table sets forth  certain  information  as of December  31, 2000
regarding  the Common  Stock held by each person  known to the Company to be the
beneficial owner of more than five (5%) of the Common Stock.

                                                                 Percentage of
Name and address                        Number of Shares of       Outstanding
of beneficial owner                     Common Stock Owned       Common Stock
------------------                      ------------------       ------------
Seong Ik Jang                                 8,190,000               68%
c\o 3R, Inc.
4th Floor Boramae Academy Tower
395-69 Shindaebang-Dong, Tongjak-Gy
Seoul, Korea 156-010

Jeong S. Park                                 2,000,000               17%
c/o Kestrel Solutions, Inc.
80 East Route 4, Suite 270
Paramus, NJ 07652

All directors and
officers as a group                           2,000,000               17%


Item 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.


                                       12
<PAGE>




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

(a) Exhibits

Exhibit Number                                               Description

     3.1*      Certificate of Incorporation of Lakshmi  Enterprises,  Inc. filed
               May 9, 1997  (incorporated  by  reference  to Exhibit  3.1 to our
               registration statement on Form 10SB-12G filed on October 27, 1999
               (file no. 000-27837)).

     3.2*      Restated  Certificate of  Incorporation  of Lakshmi  Enterprises,
               Inc.  filed June 23, 1999  (incorporated  by reference to Exhibit
               3.2 to our  registration  statement  on Form  10SB-12G  filed  on
               October 27, 1999 (file no. 000-27837)).

     3.3*      Bylaws of Lakshmi Enterprises, Inc. (incorporated by reference to
               Exhibit 3.3 to our registration  statement on Form 10SB-12G filed
               on October 27, 1999 (file no. 000-27837)).

      4        Reference is made to Exhibits 3.1, 3.2 and 3.3.

-----------------------------
*  Incorporated by reference.


(b) Reports on Form 8-K.

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





                                       13
<PAGE>




                                   SIGNATURES

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

                                                  Lakshmi Enterprises, Inc.


                                                  By: /s/ Jeong S. Park
                                                      ---------------------
                                                      Jeong S. Park
                                                      President and Director
Date:    September 20, 2001