SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ending December 31, 2000

Commission File No. 0000-28337

Solco International Inc.
A Nevada corporation      77-0435558
(I.R.S. Employer Identification Number)

2102 N. Donner Ave., Tucson, Arizona 85749

Registrant's telephone number, including area code:
(520) 577-1516

Securities registered pursuant to Section 12(b) of the Act:
NONE

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

Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.  [X]Yes [ ] No

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

The issuer's revenues for its most recent fiscal year is:
$0

As of March 15, 2001 the aggregate market value of voting
stock held by non-affiliates of the registrant was
$200 based on $0.001 per share.

     Class             Outstanding as of March 15, 2001
$.001 Par Value Common Stock          1,000,000 SHARES



PART I

This Report may contain certain "forward-looking" statements
as such term is defined in the Private Securities Litigation
Reform Act of 1995 or by the Securities and Exchange
Commission in its rules, regulations and/or releases, which
represent our expectations or beliefs, including but not
limited to, statements concerning our operations, economic
performance, financial condition, growth and acquisition
strategies, investments, and future operational plans.  For
this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-
looking statements.  Without limiting the generality of the
foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "might," or
"continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-
looking statements.  These statements by their nature
involve substantial risks and uncertainties, certain of
which are beyond our control, and actual results may differ
materially depending on a variety of important facts,
including but not limited to those risk factors discussed
herein below.

Item 1.	   DESCRIPTION OF BUSINESS.

Since its formation on August 7, 1996, SOLCO INTERNATIONAL
INC., a Nevada corporation (the "Company"), has not engaged
in any operations other than organizational matters.  It was
formed specifically to be a "blank check" or "clean public
shell" corporation, for the purpose of either merging with
or acquiring an operating company with operating history and
assets.  The Company is a "clean public shell" because it
has not commenced operational activities, and has no debt
liabilities.  The Company has not been involved in any
litigation nor has it had any prior regulatory problems or
business failures.  We believe that a strong attraction of
the Company as a merger partner or acquisition vehicle will
be its status as a reporting public company without any
history of prior business failures, litigation or prior
regulatory problems.

The proposed business activities described herein
classify the Company as a "blank check" or "shell
company" whose sole purpose at this time is to locate
and consummate a merger or acquisition.  Many states
have enacted statutes, rules and regulations limiting
the sale of securities or "blank check" companies in
their respective jurisdictions.  Management does not
believe it will undertake any efforts to cause a trading
market to develop in the Company's securities until such
time as the Company has successfully implemented its
business plan described herein.  However, if the Company
intends to facilitate the eventual creation of a public
trading market in its outstanding securities, it must
consider that the Company's securities, when available
for trading, will be subject to a Securities and
Exchange Commission rule that imposes special sales
practice requirements upon broker-dealers who sell such
securities to persons other than established customers
or accredited investors.  For the purposes of the rule,
the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000
or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income,
exceeds $300,000).  For transactions covered by the
rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the
purchaser's written agreement to the transaction prior
to the sale.  Consequently, the rule may affect the
ability of broker-dealers to sell the Company's
securities and also the ability of holders of the
Company's securities to sell their securities in any
market that might develop therefore.

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

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

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

Competition

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

Regulation And Taxation

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

Patents

The Company owns no patents and no Internet domain names.

Employees

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

Legal Proceedings

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

Risk Factors

The Company's business is subject to numerous risk factors,
including the following:

The Company Has Only One Director And One Officer.

The Company's president and sole officer is Daniel L.
Hodges.  Mr. Hodges is the sole director and the majority
shareholder.  Because management consists of only Mr.
Hodges, the Company does not benefit from multiple judgments
that a greater number of directors or officers would
provide.  The Company must rely completely on the judgment
of its sole officer and director when selecting a target
company.  The decision to enter into a business combination
will likely be made without detailed feasibility studies,
independent analysis, market surveys or similar information
which, if the Company had more funds available to it, would
be desirable.  Mr. Hodges anticipates devoting only a
nominal amount of time per month to the business of the
Company.  Mr. Hodges has not entered into a written
employment agreement with the Company and he is not expected
to do so.  The Company has not obtained key man life
insurance on Mr. Hodges.  The loss of the services of Mr.
Hodges would adversely affect development of the Company's
business and its likelihood of continuing operations.

The Company Has No Operating History, No Revenue, Minimal
Assets And Operates At A Loss.

The Company has no operating history or any revenues or
earnings from operations.  The Company has no significant
assets or financial resources.  The Company has operated at
a loss to date and will, in all likelihood, continue to have
operating expenses without corresponding revenues, at least
until the consummation of a business combination.  As of
December 31, 2000, the Company had incurred expenses of not
more than $5,000 since incorporation.  Mr. Hodges has paid
these expenses and he has no expectation or agreement with
the Company for reimbursement for those expenses.  There is
no assurance that the Company will ever be profitable.

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

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

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

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

The Company's Proposed Operations Are Speculative.

The success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial
condition and management of the not-yet-identified target
company.  While business combinations with entities having
established operating histories are preferred, we cannot
guarantee that the Company will be successful in locating
candidates meeting such criteria.  In the event the Company
does complete a business combination, the success of the
Company's operations will be dependent upon the management
of the target company and numerous other factors beyond the
Company's control.  There is no assurance that the Company
can identify a target company and consummate a business
combination.

The Purchase Of Penny Stocks Can Be Risky.
In the event that a public trading market develops for the
Company's shares following a business combination, such
securities may be classified as a "penny stock" depending
upon their market price and the manner in which they are
traded.  Section 3(a)(51) of the Securities Exchange Act of
1934 defines a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of
less than $5.00 per share and is not admitted for quotation
and does not trade on the Nasdaq Stock Market or on a
national securities exchange.  For any transaction involving
a penny stock, unless exempt, the rules require delivery by
the broker of a document to investors stating the risks of
investment in penny stocks, the possible lack of liquidity,
commissions to be paid, current quotations and investors'
rights and remedies, a special suitability inquiry, regular
reporting to the investor and other requirements.  Prices
for penny stocks are often not available and investors are
often unable to sell such stock.  Thus an investor may lose
his entire investment in a penny stock and consequently
should be cautious of any purchase of penny stocks.

There Is A Scarcity Of, And Significant Competition For,
Business Opportunities And Combinations.

While Mr. Hodges has established and/or participated in more
than 100 blank check companies, the Company is and will
continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business
entities.  A large number of established and well-financed
companies, including venture capital firms, are active in
mergers and acquisitions of companies that may be merger or
acquisition target candidates for the Company.  Nearly all
of these other participants have greater financial
resources, technical expertise and managerial capabilities
than the Company.  Consequently, the Company will be at a
competitive disadvantage in identifying possible business
opportunities and successfully completing a business
combination.  Moreover, the Company will also compete with
numerous other small public companies in seeking merger or
acquisition candidates.

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

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

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

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

We Lack Market Research And Marketing Organization.

While Mr. Hodges has established and/or participated in more
than 100 blank check companies, the Company has not
conducted, and others have not made available to the
Company, market research indicating that demand exists for
the transactions we contemplate.  Even in the event demand
exists for a transaction of the type contemplated by the
Company, there is no assurance the Company will be
successful in completing any such business combination.

We Likely Will Have A Change In Control And Management
Following A Business Combination.

A business combination involving the issuance of the
Company's common stock will, in all likelihood, result in
shareholders of a target company obtaining a controlling
interest in the Company.  As a condition of the business
combination agreement, Mr. Hodges may agree to sell or
transfer all or a portion of his common stock to provide the
target company with all or majority control of the Company.
The resulting change in control of the Company will occur
without your vote and will likely result in removal of Mr.
Hodges as the present sole officer and director of the
Company and a corresponding reduction in or elimination of
his participation in the future affairs of the Company.

A Business Combination Will Possibly Dilute The Value Of The
Company's Shares.

A business combination normally will involve the issuance of
a significant number of additional shares of the Company's
common stock.  Depending upon the value of the assets
acquired in the business combination, the per share value of
the Company's common stock may increase or decrease, perhaps
significantly.

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

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

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

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

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

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

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

Additionally, the Company has not registered its shares for
resale under the federal securities laws.  Current
shareholders, and persons who desire to purchase the shares
in any trading market that may develop in the future, should
be aware that there may be significant restrictions upon the
ability of current shareholders and new investors to sell
and/or purchase the Company's securities that were
originally issued while the Company is in a blank check
status.

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

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

Item 2.   DESCRIPTION OF PROPERTY.

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

Item 3.   LEGAL PROCEEDINGS.

Not Applicable.

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

None.

PART II

Item 5.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
              COMMON EQUITY AND OTHER STOCKHOLDER MATTERS.

Description Of Securities.

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

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

The transfer agent, warrant agent and registrar for the
Common Stock is Holladay Stock Transfer, 2939 67th Place,
Scottsdale, AZ  85251.

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

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

As of March 15, 2001, there were 29 stockholders of record.

Recent Sales Of Unregistered Securities.

There have been no recent sales of the Company's securities.
In connection with organizing the Company, on September 4,
1996, persons consisting of its officers, directors, and
other individuals were issued a total of 1,000 unregistered
shares of Common Stock at a value of $.001 per share.  The
Company relied upon Section 4(2) of the Securities Act.  On
July 5, 1999, those outstanding shares were forward split
1,000 to 1, resulting in a total of 1,000,000 shares
outstanding.


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

The following discussion should be read in conjunction
with the Financial Statements and Notes thereto.

Plan Of Operations - General

The Company was organized for the purpose of creating a
corporate vehicle to seek, investigate and, if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
who or which desire to seek perceived advantages of a
publicly held corporation.  At this time, the Company has no
plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company, and
the Company has not identified any specific business or
company for investigation and evaluation.  Mr. Hodges, the
Company's sole officer and director, has not had any
material discussions with any company with respect to the
acquisition of that company.

The Company will not restrict its search to any specific
business, industry or geographical location, and the Company
may participate in a business venture of virtually any kind
or nature.  Our discussion of the proposed business of the
Company is purposefully general and is meant to demonstrate
the Company's virtually unlimited discretion to search for
and enter into potential business opportunities.

Sources Of Opportunities

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

In addition, the Company anticipates that business
opportunities will be referred to it by various sources,
including Mr. Hodges, professional advisers, securities
broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited
proposals.  The Company will seek a potential business
opportunity from all known sources, but will rely
principally on personal contacts of Mr. Hodges as well as
indirect associations between him and other business and
professional people.  We cannot predict the number of
individuals or companies who may approach Mr. Hodges about
the Company.

The Company is currently negotiating with a potential merger
candidate, a development stage company that desires to
engage in the operation of minor league sports teams.  We
cannot predict whether the negotiations will be successful
in the creating of an agreement to form a business
combination.

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

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

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

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

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

Evaluation Of Opportunities

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

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

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

Mr. Hodges and/or his legal and financial advisers intend to
meet personally with management and key personnel of the
firm sponsoring the business opportunity as part of their
investigation.  To the extent possible, the Company intends
to utilize written reports and personal investigation to
evaluate the above factors.  The Company will not acquire or
merge with any company for which audited financial
statements cannot be obtained.

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

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

Acquisition Of Opportunities

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

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

Mr. Hodges may actively negotiate for the purchase of his
common stock as a condition to or in connection with a
proposed merger or acquisition transaction.  Any terms of a
sale of Mr. Hodges' shares may not be afforded to other
shareholders of the Company.  The opportunity to sell all or
a portion of his shares in connection with an acquisition
may influence Mr. Hodges' decision to enter into a specific
transaction.  However, Mr. Hodges believes that since the
anticipated sales price will potentially be less than market
value, the potential of a stock sale will be a material
factor in any decision to enter a specific transaction.
This description of potential sales of Mr. Hodges' stock is
not based upon any corporate bylaw, shareholder or board
resolution, or contract or agreement.  No other payments of
cash or property are expected to be received by Mr. Hodges
in connection with any acquisition.

In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise or
licensing agreement with the target corporation.  The
Company may also purchase stock or assets of the existing
business.  On the consummation of a transaction, it is
likely that the present management and shareholders of the
Company will not be in control of the Company.  Mr. Hodges
may, as part of the terms of the acquisition transaction,
resign and be replaced by new officers and directors without
a vote of the Company's shareholders.  Except as may be
required by state or federal securities law applicable to
the particular form of transfer, the Company does not intend
to provide its shareholders with any complete disclosure
documents, including a proxy statement and/or audited
financial statements, concerning an acquisition or merger
candidate and its business prior to the consummation of any
acquisition or merger transaction.

A potential target might insist that the Company issue the
target shares of the Company's common stock as part of the
business combination.  We believe that any stock that the
Company might issue in any reorganization would be issued in
reliance on exemptions from registration under applicable
federal and state securities laws.  In some circumstances,
however, as a negotiated element of this transaction, the
Company may agree to register the shares either at the time
the transaction is consummated, under certain conditions or
at specified time thereafter.  The issuance of substantial
additional shares of stock and their potential sale into any
trading market in the Company's common stock may have a
dilutive and depressive effect on such trading market.

While the actual terms of a transaction to which the Company
may be a party cannot be predicted, we expect that the
parties to the business combination will want to avoid the
creation of a taxable event and structure the acquisition in
a so called "tax free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code of 1986, as
amended.  In order to obtain tax-free treatment, it may be
necessary for the owners of the acquired business to own 80%
or more of the voting stock of the surviving entity.  In
this event, the shareholders of the Company, including past
and current investors, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which
could result in significant dilution in the equity of such
shareholders.

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

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

Liquidity and Capital Resources

The Company remains in the development stage and, since
inception, has experienced no significant change in
liquidity or capital resources or stockholder equity.
The Company's balance sheet as of December 31, 2000
reflects a current asset value of $0, and a total asset
value of $0.

The Company will carry out its plan of business as
discussed above.  The Company cannot predict to what
extent its liquidity and capital resources will be
diminished prior to the consummation of a business
combination or whether its capital will be further
depleted by the operating losses (if any) of the
business entity which the Company may eventually
acquire.

Results of Operations

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

The Company had no costs of sales revenues for the period
ended December 31, 2000 or 1999 because it had not yet had
any business operations for the past three years.  The
Company had general and administrative expenses for the
period ended December 31, 2000 in the amount of $1,595,
compared to general and administrative expenses of $1,250
for 1999.

The Company recorded net income loss of $1,595 for the year
ended December 31, 2000 compared to $1,250 loss for the
comparable period in 1999.

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

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

The Company will not have sufficient funds (unless it is
able to raise funds in a private placement) to undertake any
significant development, marketing and manufacturing of any
products, which it may acquire.  The Company does not intend
to raise any funds, via private placement or otherwise,
prior to the effectiveness of a merger or acquisition.


Item 7.   FINANCIAL STATEMENTS.

See Item 13

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING.

Not Applicable


PART III

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS.

A member of the Board of Directors of the Company serves
until the next annual meeting of shareholders, or until the
member's successor has been elected.  An officer serves at
the pleasure of the Board of Directors.

Currently, there is only one executive officer, key employee
and director of the Company:

        Name      Age     Position

Daniel L. Hodges  35   President/Secretary/Director

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

Indemnification Of Directors And Officers.

Under the Nevada Business Associations Act (the "Business
Associations Act") Title 7, Chapter 78, the articles of
incorporation may contain a provision eliminating or
limiting the personal liability of a director or officer to
the corporation or its shareholders for damages for breach
of fiduciary duty.  If this type of limiting provision is
included in articles of incorporation, such a provision
cannot eliminate or limit the liability of a director or
officer for (a) acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or (b) the
payment of an unlawful distribution to shareholders.

The Company's Articles of Incorporation contain the
provision that no director or officer of the Company shall
be personally liable to the Company or any of its
shareholders for damages for breach of fiduciary duty as a
director or officer involving any act or omission of any
such director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the
liability of a director or officer (i) for acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes.

The Company's By-Laws provide that the Company shall
indemnify any and all of its directors and officers, and its
former directors and officers, or any person who may have
served at the Company's request as a director or officer of
another corporation in which it owns shares of capital stock
or of which it is a creditor, against expenses actually and
necessarily incurred by them in connection with the defense
of any action, suit or proceeding in which they, or any of
them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) except, in relation to
matters as to which the director or officer or former
director or officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.  Such indemnification
shall not be deemed exclusive of any other rights to which
those indemnified may be entitled, under By-Law, agreement,
vote of shareholders or otherwise.

Conflicts of Interest

Certain conflicts of interest now exist and will
continue to exist between the Company and its sole
officer and director due to the fact that he has other
business interests to which he devotes his primary
attention.  Mr. Hodges has organized, is an officer,
director and has a controlling interest in more than 100
"blank check" companies whose business is the same as
that of the Company.  He may continue to do so
notwithstanding the fact that more management time
should be devoted to the business of the Company.

Certain conflicts of interest may exist between the
Company and its sole director and office5, Mr. Hodges,
and conflicts may develop in the future.  The Company
has not established policies or procedures for the
resolution of current or potential conflicts of
interest.  There can be no assurances that Mr. Hodges
will resolve all conflicts of interest in favor of the
Company, and failure by Mr. Hodges to conduct the
Company's business in the Company's best interest may
result in liability to Mr. Hodges.  Mr. Hodges, as the
sole officer and director, is accountable to the Company
as a fiduciary, which means that he is required to
exercise good faith and integrity in handling the
Company's affairs.  Shareholders who believe that that
Company has been harmed by failure of Mr. Hodges to
appropriately resolve any conflict of interest may,
subject to applicable rules of civil procedure, be able
to bring a class action or derivative suit to enforce
their rights and the Company's rights.

The Company has no arrangements, understanding or
intentions to enter into any transaction for
participating in any business opportunity with any
officer, director, or principal shareholder or with or
with any firm or business organization with which such
persons are affiliated, whether by reason of stock
ownership, position as an officer or director, or
otherwise.

Compliance with Section 16(a) of the Securities Exchange
Act of 1934

Section 16(a) of the Exchange Act requires the Company's
officers, directors and persons who beneficially own
more than ten percent of the Common Stock to file
reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent
beneficial owners also are required by rules promulgated
by the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) forms they
file.

Item 10.   EXECUTIVE COMPENSATION.

No employment compensation is paid or anticipated to be paid
by the Company.  The Company has no understandings or
agreements, preliminary or otherwise, in regard to executive
compensation.  Its sole director and officer, Mr. Hodges,
does not receive any compensation for his duties.  On
September 4, 1996, the Company issued 800 shares (800,000
shares after giving effect to a forward stock-split) of
common stock as compensation to Mr. Hodges in connection
with services rendered and fees paid by him at the time of
the formation of the Company.  Mr. Hodges has not received
any other compensation for his services rendered to the
Company and is not accruing compensation.  As of the date of
this prospectus, the Company has no funds available to pay
officers and directors.

The Company has no employment agreements with any persons.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been
adopted by the Company for the benefit of any employees.

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

The following table presents certain information regarding
beneficial ownership of the Company's common stock as of May
1, 2000, by (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares
of common stock, (ii) each director and executive officer of
the Company, and (iii) all directors and executive officers
as a group.  Unless otherwise indicated, each person in the
table has sole voting and investment power as to the shares
shown.


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


Common  Daniel L. Hodges     800,000       80%
        President and        shares
        Director
        5505 N. Indian Trail
        Tucson, AZ 85749


Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On September 4, 1996, the Company issued a total of 1,000
shares of its common stock in the following manner.  In
consideration of Mr. Hodges contributing toward the
organizational expenses of the Company and for services
rendered, the Company issued Mr. Hodges 800 shares of its
common stock.  On July 5, 1999, the outstanding shares were
forward split 1,000 to 1 and the par value was changed to
$.001, resulting in a total of 1,000,000 shares outstanding,
800,000 of which are owned by Mr. Hodges.

Under Rule 405 promulgated under the Securities Act of 1933,
Mr. Hodges may be deemed to be a promoter of the Company.
No other persons are known to management that would be
deemed to be promoters.

Item 13.   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND
REPORTS ON FORM 8-K.

Item 1.Index to Exhibits.

Exhibit 1.*     Articles of Incorporation.

Exhibit 2.*     Amendment to Articles of Incorporation.

Exhibit 3.*     Bylaws.

______
*   Previously filed.


Financial Statements and Financial Statement Schedules.

(a) Independent Auditor's Report

(b) Balance Sheets
      December 31, 2000 and 1999

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

(d) Statement of Stockholders' Equity
      Since August 7, 1996 (Inception) to December 31, 2000

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

(f) Notes to Financial Statements


Reports on Form 8-K.

During 2000 through the date of this report, there were no
8-K reports filed.

SIGNATURES

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

Solco International Inc.
DATE: March 19, 2001
Daniel L. Hodges, President and Director
On behalf of the Board of Directors.

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

Date: March 19, 2001 By:

/s/ DANIEL L. HODGES
Daniel L. Hodges, President, Secretary and Sole Director
SOLCO INTERNATIONAL INC.






PART F/S
FINANCIAL STATEMENTS


The consolidated financial statements of the Company
required to be included in Part F/S are set forth below.


SOLCO INTERNATIONAL INC.


(A Development Stage Company)


INDEPENDENT AUDITOR'S REPORT

DECEMBER 31, 2000 and 1999



CONTENTS

								Page


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

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

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

Statement of Stockholders' Equity since
  August 7, 1996 (Inception) to December 31, 2000.F - 4

Statements of Cash Flows for the
  Years Ended December 31, 2000 and 1999 . .. . F - 5

Notes to Financial Statements. . . . . . . .. . F - 6


ROBISON, HILL & CO., A PROFESSIONAL CORPORATION,
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT

Solco International Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of
Solco International Inc. (a development stage company)
as of December 31, 2000 and 1999, and the related
statements of operations and cash flows for the two
years ended December 31, 2000 and the statement of
stockholders' equity from August 7, 1996 (inception) to
December 31, 2000.  These financial statements are the
responsibility of the Company's management.  Our
responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred
to above present fairly, in all material respects, the
financial position of Solco International Inc. (a
development stage company) as of December 31, 2000 and
1999, and the results of its operations and its cash
flows for the two years ended December 31, 2000 in
conformity with generally accepted accounting
principles.

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


<TABLE>
SOLCO INTERNATIONAL INC.
(A Development Stage Company)
BALANCESHEETS

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

Liabilities
 Accounts Payable                        $215            $  -


Shareholders' Equity
 Common Stock, Par Value $.001
  Authorized 100,000,000 shares,
  Issued 1,000,000 shares at
  December 31, 2000 and 1999             1,000           1,000
 Paid-In Capital                         2,830           1,450
 Retained Deficit                       (1,200)         (1,200)
 Deficit Accumulated During the
  Development State                     (2,845)         (1,250)


  Total Stockholders' Equity              (215)              -

 Total Liabilities and
   Shareholders' Equity                      -               -
</TABLE>

The accompanying notes are an integral part of these financial
statements.
F-2


<TABLE>
SOLCO INTERNATIONAL INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<CAPTION>
                                                Cumulative
                                               Since July
                                               12, 1999
                         For the year ended    inception of
                              December 31      development
                       2000       1999           stage

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

Revenues              $   -       $   -           $   -

Expenses              1,595       1,250           2,845

  Net Loss          $(1,595)    $(1,250)        $(2,845)


Basic & Diluted loss per share
                      $   -       $   -
</TABLE>

The accompanying notes are an integral part of these financial
statements.
F-3


<TABLE>
SOLCO INTERNATIONAL INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EOUITY
SINCE AUGUST 7, 1996 (INCEPTION) TO DECEMBER 31, 2000
<CAPTION>
                                                 Deficit
                                               Accumulated
                                             Since July 12, 1999
           Common Stock      Paid-In  Retained  Development
         Shares   Par Value   Capital  Deficit     Stage
<S>        <C>      <C>       <C>      <C>         <C>

Balance at August 7, 1996
(Inception)     -      $  -   $  -      $  -        $  -

September 4, 1996 Issuance of
Stock for Services and payment
 Of Accounts payable
         1,000,000     1,000     -          -          -
New Loss         -         -     -     (1,000)         -

Balance at December 31, 1996
         1,000,000     1,000     -     (1,000)         -
Net Loss          -        -     -       (100)         -

Balance at December 31, 1997
         1,000,000    1,000     -     (1,100)         -
Net Loss          -        -     -       (100)         -

Balance at December 31, 1998
          1,000,000    1,000     -     (1,200)         -
Capital contributed by shareholder
                             1,450          -          -
Net Loss          -        -     -          -     (1,250)

Balance at December 31, 1999
          1,000,000    1,000 1,450     (1,200)    (1,250)
Capital contributed by shareholder
                             1,380          -          -
Net Loss          -        -     -          -     (1,595)

Balance at December 31, 2000
          1,000,000   $1,000 $2,830   $(1,200)   $(2,845)

</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-4


<TABLE>
SOLCO INTERNATIONAL INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<CAPTION>
                                                       Cumulative
                                                       since July
                                                        12, 1999
                                 For the year ended   inception of
                                     December 31       development
                                 2000       1999        stage
<S>                              <C>        <C>          <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss                      $(1,595)   $(1,250)    $(2,845)
Increase (Decrease) in
 Accounts Payable                 215       (200)         15
Net Cash Used in
 Operating activities          (1,380)    (1,450)     (2,830)

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

CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
 By shareholder                 1,380      1,450        2,830
Net Cash provided by
 Financing activities           1,380      1,450        2,830

Net (Decrease) in
 Cash and Cash Equivalents          -          -          -
Cash and Cash Equivalents
 At Beginning of Period             -          -          -
Cash and Cash Equivalents
 At End of Period	              $   -      $   -      $   -

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
 Interest                       $   -       $   -     $   -
 Franchise and income taxes     $   -       $   -     $   -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AN
FINANCING ACTIVIITES:  None
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-5


SOLCO INTERNATIONAL INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

This summary of accounting policies for Solco
International Inc. is presented to assist in
understanding the Company's financial statements.  The
accounting policies conform to generally accepted
accounting principles and have been consistently
applied in the preparation of the financial statements.

Organization and Basis of Presentation

The Company was incorporated under the laws of the
State of Nevada on August 7, 1996.  The Company ceased
all operating activities during the period from August
7, 1996 to July 12, 1999 and was considered dormant.
On July 12, 1999, the Company obtained a Certificate of
renewal from the State of Nevada.  Since July 12, 1999,
the Company is in the development stage, and has not
commenced planned principal operations.

Nature of Business

The company has no products or services as of
December 31, 2000.  The Company was organized as a
vehicle to seek merger or acquisition candidates.  The
Company intends to acquire interests in various
business opportunities, which in the opinion of
management will provide a profit to the Company

Cash and Cash Equivalents

For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being
held for investment purposes.

Pervasiveness of Estimates

The preparation of financial statements in
conformity with generally accepted accounting
principles required management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from
those estimates.

F-6

Loss per Share

	The reconciliations of the numerators and
denominators of the basic loss per share computations
are as follows:
<TABLE>
<CAPTION>
Per-Share
   Income 	  Shares 		  Amount
(Numerator)   (Denominator)
<S>                  <C>        <C>           <C>

For the year ended December 31, 2000:
Basic Loss per Share
Loss to common shareholders
                    $(1,595)    1,000,000     $ -

For the year ended December 31, 1999:
Basic Loss per Share
Loss to common shareholders
                    $(1,250)    1,000,000     $ -
</TABLE>
	The effect of outstanding common stock equivalents
would be anti-dilutive for December 31, 2000 and 1999
and are thus not considered.

Concentration of Credit Risk

	The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange
contracts, options contracts or other foreign hedging
arrangements.  The Company maintains the majority of
its cash balances with one financial institution, in
the form of demand deposits.

NOTE 2 - INCOME TAXES

As of December 31, 2000, the Company had a net
operating loss carryforward for income tax reporting
purposes of approximately $4,000 that may be offset
against future taxable income through 2011.  Current
tax laws limit the amount of loss available to be
offset against future income when a substantial change
in ownership occurs.  Therefore, the amount available
to offset future taxable income will be limited.  No
tax benefit has been reported in the financial
statements, because the Company believes there is a 50%
or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of
the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

The Company has not begun principal operations and
as is common with a development stage company, then
Company has had recurring losses during its development
stage.

NOTE 4 - COMMITMENTS

As of December 31, 2000 all activities of the
Company have been conducted by corporate officers from
either their homes or business offices.  Currently,
there are no outstanding debts owed by the Company for
the use of these facilities and there are no
commitments for future use of the facilitates.

NOTE 5 - STOCK SPLIT

On July 5, 1999 the Board of Directors authorized 1,000
to 1 stock split, changed the authorized number of
shares to 100,000,000 shares and the par value to $.001
for the Company's common stock.  As a result of the
split, 999,000 shares were issued.  All references in
the accompanying financial statements to the number of
common shares and per-share amounts for 1999 and 1998
have been restated to reflect the stock split.