SECURITIES AND EXCHANGE
COMMISSION



WASHINGTON, D.C. 20459



FORM 10-KSB



( X ) Annual Report  Pursuant to
Section 13 or 15(d) of the Securities
andExchange Act of 1934.



For the Year Ended December 31,
2000



Commission File Number:
000-28057



ARBER HOLDINGS



(Exact name of Registrant as specified
in its Charter)





DELAWARE(State of or other jurisdiction
ofincorporation or organization)
Pending(IRS Employer I.D.  No.)






1490 Blue Jay Circle, Weston, FL
33327(Address of Principle Executive
Offices)



(954)
385-2553(Registrant's telephone
number)



NoneSecurities
registered pursuant to Section 12(b) of the Act:



Common Stock, $.0001 Par
ValueSecurities registered pursuant to
Section 12(g) of the Act:



Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by 7  Section  13 or 15(d) of the
Securities  Exchange  act of 1934 during  the  preceding  12 months  (or for
such other  shorter  period  that the registrant was required to file such
reports),  and (20 has been subject to such filing requirements for the past 90
days. _X_ Yes ___No



Indicate by check mark if disclosure of delinquent
filers  pursuant to Item 405 of Regulation S-B is not contained herein and will
not be contained, to the best of  registrant's  knowledge,  in  definitive
proxy  or  information  statements incorporated  by  referencing  Part III of
this Form 10-KSB or any  amendment to this Form 10-KSB. _X__



Issuer's revenues for the most recent fiscal year: NONE







1

The aggregate  market value of the voting stock held by
non-affiliates  of the registrant  at  December  31, 2000 was $0.  Shares of
common stock held by each officer and director and by each person who owns more
that 5% of the outstanding common  stock  have  been  excluded  in that  such
persons  may be deemed to be affiliates.  This  determination  of  affiliate
status  is  not  necessarily  a conclusive determination for other purposes.



Indicate the number of shares  outstanding  of each of
the  issuer's  classes of stock, as of December 31, 2000: 5,000,000 Common
Shares



Documents Incorporated By Reference - NONE



Transitional small business disclosure format. _X__ Yes
__No



















































































2



Arber
HoldingsFORM 10 - KSB



Table of Contents





PART I.ITEM 1. Description of Business
4ITEM 2. Properties
6ITEM 3. Legal Proceedings
6ITEM 4. Submission of Matters to a Vote of Security Holders
6PART IIITEM 5. Market for the Common Equity and Related Stockholder Matters
6ITEM 6. Plan of Operation
6ITEM 7. Financial Statements
11ITEM 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures
18PART IIIITEM 9  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
18ITEM 10 Executive Compensation
20ITEM 11 Security Ownership of Certain
Beneficial Owners and Management
20ITEM 12 Certain Relationships and Related Transactions
21ITEM 13 Exhibits, Financial Statement
Schedules and Reports on Form 8-K
21Signatures
21










































3



PART I.



ITEM 1 - DESCRIPTION OF BUSINESS



General description:



Arber Holdings  ("we, us, our") was incorporated under
the laws of the state of Delaware on November 8, 1999.  We are considered to be
in the development stage as defined in Financial Accounting Standards Board
Statement No 7,  and  intend  to  effect  a  merger,  exchange  of  capital
stock,  asset acquisition or other  business  combination  with a domestic or
foreign  private business.  Our planned principal operations have not commenced,
therefore accounting policies and procedures have not yet been
established.



1.	Principal products or services and their
markets:



We were formed to  provide a method  for a foreign  or
domestic  private company to become a  reporting  ("public")  company  with a
class of  registered securities.



We intend to enter into a business combination with a
target company in exchange for our securities.  We have not engaged in any
negotiations with any specific entity regarding the possibility of a business
combination with us.



We will attempt to locate and negotiate with a business
entity for the combination of that target company with us. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended.



2.	Distribution methods of the products or
services:



We have entered  into an  agreement  with Joren  LLC.,
our sole  shareholder,  to supervise the search for target companies as
potential candidates for a business combination.  The agreement will continue
until such time as we have effected a business  combination.  Joren  LLC.,  Inc.
has  agreed to pay all our  expenses without repayment until such time as a
business combination is effected.  Alfred Arberman, who is our sole officer and
director, is the sole officer and director and controlling shareholder of Joren
LLC.



Joren LLC. may only locate  potential  target  companies
for us and is not authorized to enter into any agreement with a potential
target company  binding us. Our  agreement  with Joren LLC. is not  exclusive
and Joren LLC. has entered into agreements with other companies similar to us on
similar terms.  Joren LLC. may provide  assistance to target companies incident
to and following a business combination, and receive payment for such assistance
from a target company.



Joren LLC.  owns  5,000,000  shares of our common  stock
for which it paid $500, or $.0001, par value, per share.  Joren LLC. has
entered,  and anticipates that it will  enter,  into  agreements  with other
consultants  to assist it in locating a target company and Joren LLC. may share
its stock in the Company with or grant  options  on such  stock  to such
referring  consultants  and may make payment  to such  consultants  from its own
resources.  There is no  minimum or maximum  amount  of  stock,  options,  or
cash  that we may grant or pay to such consultants.  Joren LLC. is solely
responsible for the costs and expenses of its activities in seeking a potential
target company,  including any agreements with consultants,  and we have no
obligation to pay any costs  incurred or negotiated by Joren LLC.

4

Joren LLC. anticipates that it may seek to locate a
target company through solicitation. Such   solicitation   may   include
newspaper   or  magazine advertisements, mailings and other distributions to law
firms, accounting firms, investment  bankers,  financial advisors and similar
persons,  the use of one or more World Wide Web sites and similar methods. No
estimate can be made as to the number of persons who may be contacted or
solicited.  To date Joren LLC. has not utilized  solicitation,  does not
anticipate  that it will do so, and expects to rely on referrals from
consultants in the business and financial communities for referrals of potential
target companies.



3.	Status of any publicly announced new product or
service:



None.



4.	Competitive business conditions and the small
business issuer's competitive position in the industry and methods of
competition:



We will remain an insignificant participant  among the
firms which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel  resources  and technical  expertise  than us.
In view of our combined extremely limited financial resources and limited
management availability, we will continue to be at a significant  competitive
disadvantage  compared to our competitors.



5.	Sources and availability of raw materials and the
names of principal suppliers:



None.



6.	Dependence on one or a few major
customers:



None.



7.	Patents, trademarks, licenses, franchises,
concessions, royalty agreements or labor contracts, including
duration:

None.



8.	Need for any government approval of principal
products or services.

None.

9.	Effect of existing or probable governmental
regulations on the business:

None.

10.	Estimate of the amount spent during each of the last
two fiscal years on research and development activities:

None.

11.	Costs and effects of compliance with environmental
laws (federal, state and
local):None.

5

12.	Number of total employees and number of full time
employees:

We have no full time employees. Alfred Arberman is our
sole officer and our sole director.  Mr. Arberman is also the controlling
shareholder of Joren LLC., our sole shareholder.  Mr. Arberman, as our
president,  has agreed to allocate a portion of his time to our activities
without compensation.  Potential conflicts may arise with respect to the limited
time commitment by Mr. Arberman and the potential demands of our activities.



No value has been  ascribed  to  services  provided  by
our  stockholder  in the accompanying  statement  of  operations.  The  value of
these  services  was not significant  during  the period  November  8, 1999
(date of  incorporation)  to December 31, 2000.  The amount of time spent  by
Mr.  Arberman  on our  activities  is not predictable. Such time may vary widely
from an extensive amount when reviewing a target company and effecting a
business combination to an essentially quiet time when activities of management
focus elsewhere, or some amount in between. It is impossible to predict, with
any precision, the exact amount of time Mr. Arberman will  actually  be required
to spend to locate a suitable  target  company.



ITEM 2 - DESCRIPTION OF PROPERTY

We have no  properties  and at this time has no
agreements to acquire any properties.  We  currently  use  the  offices  of
management  at no cost to us. Management  has  agreed  to  continue  this
arrangement  until we  complete  an acquisition or merger.



ITEM 3 - LEGAL PROCEEDINGS



NONE



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



NONE



PART II.



ITEM 5 - MARKET FOR THE COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS



a. Market information: Our common stock does not trade
on any stock exchange.b. Holders: There is one
holder of our common stock.c. Dividends: We have
not and do not anticipate that we will pay any dividends in the
future.

ITEM 6 - PLAN OF OPERATION



Our purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business  entity  which
desires to seek the  perceived advantages of a corporation which has a class of
securities registered under the Exchange  Act.  We will  not  restrict  our
search  to any  specific  business, industry,  or geographical location and we
may participate in a business venture of virtually any kind or nature.
Management anticipates that it will be able to participate  in only one
potential  business  venture  because we have  nominal assets and limited
financial  resources.  See PART F/S, "FINANCIAL  STATEMENTS." This lack of
diversification  should be  considered a  substantial  risk to our shareholders
because it will not permit us to offset  potential losses from one venture
against gains from another.



6

We may seek a business  opportunity  with  entities
which  have  recently commenced  operations,  or which wish to utilize the
public marketplace in order to raise additional capital in order to expand into
new products or markets,  to develop a new product or service, or for other
corporate purposes.



We  anticipate  that the selection of a business
opportunity  in which to participate  will be complex and extremely risky.
Management  believes (but has not conducted any research to confirm) that there
are business  entities seeking the perceived benefits of a reporting
corporation.  Such perceived benefits may include facilitating or improving the
terms on which additional equity financing may be  sought,  providing  liquidity
for  incentive  stock  options or similar benefits to key  employees,
increasing  the  opportunity  to use securities for acquisitions,  providing
liquidity for shareholders and other factors.  Business opportunities  may be
available  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 difficult and complex.



We have, and will  continue to have, no capital with
which to provide the owners of business entities with any cash or other assets.
However,  management believes  we  will be  able  to  offer  owners  of
acquisition  candidates  the opportunity to acquire a controlling  ownership
interest in a reporting company without  incurring  the cost and time  required
to conduct  an  initial  public offering.  Management  has not  conducted
market  research  and is not aware of statistical data to support the perceived
benefits of a business combination for the owners of a target
company.

The analysis of new business opportunities will be
undertaken by, or under the supervision of, our officer and director, who is not
a professional business analyst.  In  analyzing  prospective  business
opportunities,   management  may consider  such matters as the  available
technical,  financial  and  managerial resources;  working  capital  and  other
financial  requirements;   history  of operations,  if any;  prospects  for the
future;  nature of 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 our proposed  activities;  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.  This discussion of the proposed  criteria is not meant to be
restrictive of our virtually  unlimited  discretion to search for and enter into
potential business opportunities.



We  are  subject  to all of the  reporting  requirements
included  in the Exchange  Act.  Included  in  these  requirements  is our  duty
to file  audited financial  statements  as part of or within 60 days  following
the due date for filing  its Form 8-K  which is  required  to be filed  with the
Securities  and Exchange  Commission  within 15 days  following  the  completion
of the business combination.  We intend to  acquire or merge  with a company
for which  audited financial  statements are available or for which it believes
audited  financial statements  can be obtained  within the required  period of
time. We may reserve the right in the documents for the business  combination to
void the transaction if the audited  financial  statements are not timely
available or if the audited financial  statements provided do not conform to the
representations made by the target company.



We will  not  restrict  our  search  for  any  specific
kind of  business entities,  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 business  life.  It is  impossible  to  predict
at this time the  status of any business in which we may become engaged,  in
that such business may need to seek additional  capital,  may desire to have its
shares publicly traded, or may seek other perceived advantages which we may
offer.





7

Following  a business  combination  we may  benefit
from the  services of others in regard to  accounting,  legal  services,
underwriting  and  corporate public relations. If requested by a target company,
management may recommend one or more underwriters, financial advisors,
accountants, public relations firms or other consultants to provide such
services.



A potential  target  company may have an agreement  with
a  consultant  or advisor  providing that services of the consultant or advisor
be continued after any business combination.  Additionally, a target company may
be presented to us only on the condition  that the services of a consultant or
advisor be continued after a merger or acquisition.  Such preexisting
agreements of target companies for the  continuation  of the services of
attorneys,  accountants,  advisors or consultants could be a factor in the
selection of a target company.

In implementing a structure for a particular business
acquisition,  we may become a party to a merger,  consolidation,
reorganization,  joint venture,  or licensing agreement with another corporation
or entity. On the consummation of a transaction,  it is likely that our present
management and shareholders will no longer be in control.  In  addition,  it is
likely that our officer and director will,  as  part of the  terms  of the
acquisition  transaction,  resign  and be replaced by one or more new officers
and directors.



It is anticipated  that any securities  issued in any
such  reorganization would be issued in reliance upon exemption from
registration  under  applicable federal  and  state  securities  laws.  In  some
circumstances,  however,  as a negotiated element of its transaction, we may
agree to register all or a part of such securities immediately after the
transaction is consummated or at specified times  thereafter.  If such
registration  occurs,  it will be undertaken by the surviving  entity  after  we
have  entered  into  an  agreement  for a  business combination  or has
consummated  a  business  combination  and we are no longer considered a blank
check  company.  The issuance of  additional  securities  and their potential
sale into any trading market which may develop in our securities may depress the
market  value of our  securities  in the future if such a market develops, of
which there is no assurance.



While  the  terms  of a  business  transaction  to which
we may be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable  event and
thereby  structure the acquisition  in a  tax-free  reorganization  under
Sections  351  or 368 of the Internal Revenue Code of 1986, as amended.



With respect to negotiations with a target company,
management expects 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,  our shareholders  will in all  likelihood
hold a  substantially  lesser  percentage ownership  interest  in the Company
following  any merger or  acquisition.  The percentage  of ownership  may be
subject to  significant  reduction in the event that we  acquire  a target
company  with  substantial  assets.  Any  merger  or acquisition effected by us
can be expected to have a significant dilutive effect on the percentage of
shares held by our shareholders at such time.



We will  participate in a business  opportunity only
after the negotiation and execution of appropriate  agreements.  Although the
terms of such agreements cannot  be  predicted,   generally   such   agreements
will  require   certain representations  and  warranties of the parties
thereto,  will specify  certain events of default,  will detail the terms of
closing  and the  conditions  which must be  satisfied  by the  parties  prior
to and after  such  closing  and will include miscellaneous other terms.









8

Joren LLC.  will pay all  expenses  in regard to its
search for a suitable target  company.  We do not  anticipate  expending  funds
for  locating a target company.  Alfred Arberman,  our officer and director,
will provide his services without charge or repayment by us. To date, Joren LLC.
has incurred  expenses on our  behalf  aggregating   approximately  $5,400
including   incorporation  and accounting  expenses.  We will not borrow any
funds to make any payments to our management, its affiliates or associates.



Our Board of  Directors  has passed a resolution  which
contains a policy that we will not  seek a  business  combination  with any
entity  in which  our officer,  director,  shareholders  or any  affiliate or
associate  serves as an officer or director or holds any ownership
interest.

Undertakings and Understandings Required Of Target
Companies



As part of a business combination  agreement,  we intend
to obtain certain representations and warranties from a target company as to its
conduct following the business  combination.  Such  representations and
warranties may include (i) the agreement of the target  company to make all
necessary  filings and to take all other steps  necessary to remain a reporting
company under the Exchange Act (ii) imposing  certain  restrictions on the
timing and amount of the issuance of additional  free-trading stock, including
stock registered on Form S-8 or issued pursuant to Regulation S and (iii) giving
assurances of ongoing  compliance with the Securities  Act, the Exchange Act,
the General Rules and  Regulations of the Securities  and  Exchange  Commission,
and  other  applicable  laws,  rules and regulations.



A  prospective  target  company  should be aware that
the market price and volume of its securities,  when and if listed for secondary
trading,  may depend in great  measure upon the  willingness  and efforts of
successor  management to encourage interest in us within the United States
financial community. We do not have the market  support of an underwriter  that
would normally  follow a public offering of its securities.  Initial market
makers are likely to simply post bid and asked prices and are unlikely to take
positions in our securities for their own account or customers without active
encouragement and a basis for doing so. In addition,  certain market makers may
take short  positions in our securities, which  may  result in a  significant
pressure  on their  market  price.  We may consider the ability and  commitment
of a target  company to actively  encourage interest in its securities
following a business combination in deciding whether to enter into a transaction
with such company.



A business  combination with us separates the process of
becoming a public company  from the  raising  of  investment  capital.  As a
result,  a  business combination  with us normally will not be a beneficial
transaction for a target company  whose  primary  reason for becoming a public
company is the  immediate infusion of capital.  We may require  assurances from
the target company that it has or that it has a reasonable  belief that it will
have sufficient  sources of capital to continue operations following the
business  combination.  However, it is possible that a target company may give
such assurances in error, or that the basis for such belief may change as a
result of circumstances beyond the control of the target company.





















9

Prior to completion of a business  combination,  we will
generally require that  it be  provided  with  written  materials  regarding
the  target  company containing  such  items as a  description  of  products,
services  and  company history; management resumes; financial information;
available projections, with related  assumptions  upon which they are based;  an
explanation of proprietary products and  services;  evidence of existing
patents,  trademarks,  or service marks,  or  rights  thereto;  present  and
proposed  forms of  compensation  to management;   a  description  of
transactions  between  such  company  and  its affiliates  during  relevant
periods;  a  description  of present and  required facilities; an analysis of
risks and competitive conditions; a financial plan of operation and estimated
capital requirements;  audited financial statements,  or if  they  are not
available,  unaudited  financial  statements,  together  with reasonable
assurances  that audited  financial  statements  would be able to be produced
within a  reasonable  period of time not to  exceed 75 days  following
completion of a business combination; and other information deemed
relevant.

CAUTIONARY STATEMENT



This  Form  10-KSB,   press  releases  and  certain
information  provided periodically  in writing or orally by the  Corporation's
officers or its agents contain  statements  which  constitute  forward-looking
statements  within  the meaning of Section 27A of the Securities  Act, as
amended and Section 21E of the Securities Exchange Act of 1934. The words
expect,  anticipate,  believe,  goal, plan,  intend,  estimate and similar
expressions and variations thereof if used are  intended  to  specifically
identify  forward-looking   statements.   Those statements appear in a number of
places in this Form 10-KSB and in other places, particularly,  Management's
Discussion and Analysis of Financial  Condition and Results of Operations,  and
include statements  regarding the intent,  belief or current  expectations  of
the  Corporation,  its  directors or its officers with respect to, among other
things:  (i) the  Corporation's  liquidity  and capital resources;  (ii) its
financing  opportunities  and plans  and (iii) its  future performance  and
operating  results.  Investors and  prospective  investors are cautioned that
any such forward-looking  statements are not guarantees of future performance
and involve risks and  uncertainties,  and that actual  results may differ
materially from those projected in the  forward-looking  statements as a result
of  various  factors.  The  factors  that might  cause  such  differences
include,  among  others:  (i)  any  material  inability  of the  Corporation  to
successfully  identify,  consummate  and  integrate the  acquisition  of finance
receivables at reasonable and anticipated  costs, (ii) any material inability of
the Corporation to successfully  develop its products;  (iii) any adverse effect
or limitations  caused by governmental  regulations;  (iv) any adverse effect on
the Corporation's  continued positive cash flow and ability to obtain acceptable
financing in connection with its growth plans; (v) any increased  competition in
business;  (vi) any inability of the  Corporation  to  successfully  conduct its
business in new markets; and (vii) other risks including those identified in the
Corporation's filings with the SEC. The Corporation  undertakes no obligation to
publicly  update or revise  the  forward  looking  statements  made in this Form
10-KSB, to reflect events or circumstances after the date of this Form 10-KSB or
to reflect the occurrence of unanticipated events.



























10





ITEM 7 - FINANCIAL STATEMENTS



ARBER
HOLDINGS(A Development Stage
Enterprise)



TABLE OF CONTENTS









PAGEINDEPENDENT AUDITORS’ REPORT
F-2FINANCIAL STATEMENTS:Balance Sheet
F-3Statements of Operations
F-4Statements of Stockholder's Deficit
F-5Statements of Cash Flows
F-6Notes to Financial Statements
F-7


















































F-1



11









[Letterhead of Kingery, Crouse & Hohl, P.A.]





#### 

#### INDEPENDENT AUDITORS’
REPORT





To the Board of Directors of Arber Holdings.:



We have audited the accompanying balance sheet of Arber Holdings (the
“Company”), a development stage enterprise, as of December 31, 2000,
and the related statements of operations, stockholder's deficit), and cash flows
for the year then ended, and the periods November 8, 1999 (date of
incorporation) to December 31, 1999 and 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 auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining on a test basis, evidence supporting the amounts and the disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and the significant estimates made by management, as well as the
overall financial statement presentation.  We believe 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 the Company as of December
31, 2000, and the results of its operations and its cash flows for the year then
ended, and the periods November 8, 1999 (date of incorporation) to December 31,
1999 and 2000 in conformity with accounting principles generally accepted in the
United States of America.





Kingery, Crouse & Hohl, P.A.

April 12, 2001Tampa,
FL





























F-2



12

Arber
Holdings(A Development Stage
Enterprise)



BALANCE SHEET AS OF DECEMBER 31,
2000



ASSETSCURRENT ASSETS-Cash and cash equivalents
$    500TOTAL
$    500LIABILITIES AND STOCKHOLDER'S
DEFICITCURRENT LIABILITIES - accrued liabilities
$  1,000STOCKHOLDER'S DEFICIT:Prefered stock - $0.001 par value;
authorized 5,000,000 common shares;    zero shares issued and
outstanding
-Common stock - $0.001 par value;
authorized 20,000,000 common shares; 5,000,000 shares issued and
outstanding
500Additional paid-in capital
5,376Deficit accumulated during the
development stage
(6,376)Total
Stockholder's Deficit
(500)TOTAL
$    500




See notes to financial statements.













































F-3



13





Arber Holdings(A Development Stage Enterprise)



STATEMENTS OF OPERATIONS



For the Year Ended December 31, 2000

For the Period November 8, 1999 (date of incorporation) to
December 31, 1999

For the Period November 8, 1999 (date of incorporation) to
December 31, 2000EXPENSES:Professional and consulting
$              2,819

$            3,258

$              6,077Organization costs
-

299

299Total Expenses
2,819

3,557

6,376NET LOSS
$           (2,819)

$          (3,557)

$           (6,376)Net Loss Per  Share-Basic and Diluted
$             (.00)

$             (.00)

$             (.00)Weighted Average Shares outstanding
5,000,000

5,000,000

5,000,000




See notes to financial
statements.















































F-4



14





Arber
Holdings(A Development Stage
Enterprise)



STATEMENTS OF STOCKHOLDER'S (DEFICIT)FOR THE YEAR ENDED
DECEMBER 31, 2000 AND THE PERIOD NOVEMBER 8, 1999(date of incorporation) TO
DECEMBER 31, 1999

Common Stock


Additional Paid-In

Deficit Accumulated During the DevelopmentShares

Amount

Capital

Stage

TotalBalances, November 8, 1999   (date of  incorporation)

-

$          -

$             -

$                  -

$             -Issuance of common stock

5,000,000

500

-



500Capital contribution





2,057



2,057Net loss for the period November 8,    1999 (date of incorporation) to
December 31, 1999







(3,557)

(3,557)Balances, December 31, 1999

5,000,000

500

2,057

(3,557)

(1,000)Capital contribution





3,319



3,319Net loss for the year ended December   31, 2000







(2,819)

(2,819)Balances, December 31, 2000

5,000,000

500

$      5,376

$        (6,376)

$       (500)




See notes to financial statements.































F-5



15







Arber
Holdings(A Development Stage Enterprise)



STATEMENTS OF CASH FLOWS



For the Year Ended December 31, 2000

For the period November 8, 1999 (date of incorporation) to
December 31, 1999

For the period November 8, 1999 (date  of  incorporation) to
December 31, 2000Cash Flows From Operating Activities:Net loss

$           (2,819)

$               (3,557)

$              (6,376)Adjustment to reconcile net loss to net cash used by
operating activities - (decrease) increase in accrued liabilities

(500)

1,500

1,000Net Cash Used by Operating Activities

(3,319)

(2,057)

(5,376)Cash Flows From Financing Activities:Issuance of common stock

-

500

500Capital contribution

3,319

2,057

5,376Net Cash Provided by Financing Activities

3,319

2,557

5,876Net Increase In Cash and Cash   Equivalents

-

500

500Cash and Cash Equivalents at Beginning   of Period

500

-

-Cash and Cash Equivalents at End of   Period

$                500

$                    500

$                   500Supplemental disclosure of cash flow information:Cash Paid For:Interest

$                    0

$                      0

$                    0Income Taxes

$                    0

$                      0

$                    0




See notes to financial statements.



































F-6



16

Arber Holdings(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS





NOTE A - FORMATION AND OPERATIONS OF THE COMPANY



Arber Holdings  ("we", "us", "our") was incorporated under the laws of the
state of  Delaware on November 8, 1999.  We are  considered  to be in the
development stage as defined in Financial  Accounting  Standards  Board
Statement No 7, and intend to effect a merger, exchange of capital stock, asset
acquisition or other business  combination with a domestic or foreign private
business.  Our planned principal  operations  have not  commenced,  therefore
accounting  policies and procedures have not yet been established.



USE OF ESTIMATES



The preparation of financial statements in accordance with generally accepted
accounting principles requires us 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.  The reported
amounts of revenues and expenses during the reporting period may be affected by
the estimates we are required to make.  Actual results could differ from our
estimates.



NOTE B - RELATED PARTY TRANSACTIONS



No value has been ascribed to services provided by our stockholder in the
accompanying statement of operations.  The value of these services was not
significant during the period November 8, 1999  (date of incorporation) to
December 31, 2000. In addition, our stockholder  has agreed to pay  corporate,
organizational and other costs incurred by us and provide the following services
at no cost to us until a business combination is effected:



1.	Preparation and filings of required documents with the Securities and
Exchange Commission.



2.	Location and review of potential target companies.





NOTE C - INCOME TAXES



During the year ended December 31, 2000 and the period November 8, 1999 (date
of incorporation) to December 31, 1999, we recognized losses for both financial
and tax reporting purposes. Accordingly, no provision for income taxes and
deferred income taxes payable have been recorded in the accompanying financial
statements.



At December 31, 2000, we had a net operating loss carryforward of
approximately $6,400 for income tax purposes.  This carryforward is available to
offset future taxable income through the period ended December 31, 2020. The
deferred income tax asset arising from this net operating loss carryforward is
not recorded in the accompanying balance sheet because we established a
valuation allowance to fully reserve such asset as its realization did not meet
the required asset recognition standard established by SFAS 109.



NOTE D - NET LOSS PER SHARE



We compute net loss per share in accordance with SFAS No. 128  "Earnings per
Share"  ("SFAS No.  128") and SEC Staff Accounting Bulletin No.98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic net loss per share is
computed by dividing the net loss available to common stockholders for the
period(s) by the weighted average number of common shares outstanding during
such period(s).  Diluted net loss per share is computed by dividing the net loss
for the period(s) by the number of common and common equivalent shares
outstanding during such period(s).  There were no common equivalent shares
outstanding as of December 31, 2000 or 1999; accordingly basic and diluted net
loss per share are identical for each of the periods in the accompanying
statements of operations.

F-7



17



ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES



NONE



ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.



The Company has one Director and Officer as follows:



Name
Age
Positions and Offices HeldAlfred Arberman
55
President, Secretary, Director




There are no agreements or understandings for the
officer or director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will act at the
direction of any other person.



Set forth below is the name of our director and officer,
all positions and offices held, the period  during which he has served as such,
and the business experience during at least the last five years:



Alfred Arberman has served as  President,  Chief
Executive  Officer and a member of our board of directors  since  November 8,
1999.  From July 1999 until October 1999,  Mr.  Arberman  served as production
manager of Richlace  Inc., a textile  manufacturing  firm. From August 1998
until July 1999, Mr. Arberman was an independent  textile  manufacturing
consultant.  From July 1974 until August 1998, Mr. Arberman served as the Vice
President of  Manufacturing of Westchester Lace, Inc., a textile manufacturing
firm.



PREVIOUS BLANK CHECK COMPANIES



Management has not been involved in any previous blank
check offerings.



CURRENT BLANK CHECK COMPANIES



Alfred  Arberman,  our President,  is currently
involved with other blank check companies,  and is involved in creating
additional  companies  similar to this one. The initial  business  purpose of
each of these companies was or is to engage in a business  combination with an
unidentified  company or companies and each were or will be classified  as a
blank check company until  completion of a business combination.



Target  companies will be located for us and other
identical  blank check companies  in  chronological  order of the date of
formation of such blank check companies  or, in the case of blank  check
companies  formed on the same  date, alphabetically.  However,  certain  blank
check  companies may differ from us in certain items such as place of
incorporation, number of shares and shareholders, working capital, types of
authorized  securities,  preference of a certain blank check company name by
management of the target  company,  or other items. It may be that a target
company may be more suitable for or may prefer a certain blank check  company
formed after us. In such case, a business  combination  might be negotiated  on
behalf of the more  suitable or  preferred  blank  check  company regardless of
date of formation.







18



Mr. Arberman is the President,  sole director and a
beneficial shareholder of Renjo Corporation,  Arber Holdings,  Argen
Corporation,  Aguay Corporation, Urag  Corporation  and Entina  Corporation.
Each of these  companies has filed a registration  statement  on Form 10-SB
under the  Exchange  Act,  which  became effective  January  15,  2000.  The
initial  business  purpose of each of these companies is to engage in a merger
or acquisition  with an unidentified  company or  companies  and  each  will be
classified  as a blank  check  company  until completion of a business
acquisition.



RECENT TRANSACTIONS BY BLANK CHECK COMPANIES



None.



CONFLICTS OF INTEREST



Alfred Arberman, our sole officer and director, has
organized and expects to organize other  companies of a similar  nature and with
a similar  purpose as us.  Consequently,  there are potential inherent conflicts
of interest in acting as an officer and director of the Company. In addition,
insofar as Mr. Arberman is engaged in other  business  activities,  he may
devote  only a portion of his time to our affairs.



A conflict  may arise in the event that another  blank
check  company with which Mr.  Arberman is affiliated  also actively seeks a
target  company.  It is anticipated  that target  companies will be located for
us and other blank check companies  in  chronological  order of the date of
formation of such blank check companies  or, in the case of blank  check
companies  formed on the same  date, alphabetically.  However,  other  blank
check  companies  may differ from us in certain items such as place of
incorporation, number of shares and shareholders, working capital, types of
authorized securities,  or other items. It may be that a target  company may be
more  suitable for or may prefer a certain  blank check company  formed  after
us.  In such  case,  a  business  combination  might  be negotiated  on behalf
of the more  suitable or  preferred  blank  check  company regardless of date of
formation.



Mr. Arberman intends to devote as much time to our
activities as required. However,  should such a conflict arise,  there is no
assurance that Mr. Arberman would not attend to other  matters prior to those of
the Company.  Mr.  Arberman estimates  that our  business  plan can be
implemented  in theory  by  devoting approximately  10 to 25 hours per month
over the  course of  several  months but such figure cannot be stated with
precision.



Mr.  Arberman is the  President,  Director and
controlling  shareholder of Joren LLC., a Delaware LLC, which owns 5,000,000
shares of the Company's common stock.  At the time of a  business  combination,
some or all of the  shares  of common  stock  owned by Joren LLC.  may be
purchased  by the target  company or retired by the Company. The amount of
common stock sold or continued to be owned by Joren LLC. cannot be determined at
this time.



The terms of business  combination  may include such
terms as Mr. Arberman remaining  a  director  or  officer  of the  Company.  The
terms of a  business combination  may provide for a payment by cash or otherwise
to Joren LLC.,  for the purchase or  retirement of all or part of its common
stock of the Company by a target  company or for services  rendered  incident to
or following a business combination.  Mr.  Arberman  would  directly  benefit
from such  employment  or payment.  Such benefits may influence Mr. Arberman's
choice of a target company. However,  Mr.  Arberman's  beneficial  and economic
interest in all blank check companies with which he is currently involved is
identical.





19

We will not enter into a business  combination,  or
acquire  any assets of any kind for our securities,  in which our management,
affiliates or associates have any interest, direct or indirect.



There are no binding  guidelines  or procedures  for
resolving  potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in liability of
management to the Company.



INVESTMENT COMPANY ACT OF 1940



Although we will be subject to regulation under the
Securities Act of 1933 and the  Securities  Exchange  Act of 1934,  management
believes we will not be subject to  regulation  under the  Investment  Company
Act of 1940 insofar as we will not be engaged in the business of investing  or
trading in  securities.  In the event we engage in business combinations which
result in our holding passive investment  interests in a number of entities we
could be subject to  regulation under the Investment Company Act of 1940. In
such event, we would be required to register as an  investment  company  and
could be expected to incur  significant registration and compliance costs. We
have obtained no formal determination from the  Securities  and Exchange
Commission as to our status under the  Investment Company  Act of 1940.  Any
violation  of such Act would  subject us to material adverse consequences.



ITEM 10 - EXECUTIVE COMPENSATION.



Our  officer  and  director  does not  receive  any
compensation  for his services  rendered to us, has not received such
compensation in the past, and is not accruing any  compensation  pursuant to any
agreement with us. However,  our officer and director anticipates receiving
benefits as a beneficial  shareholder of the Company, as the officer and
director and controlling shareholder of Arber Holdings.  See "ITEM 9. Directors,
Executive Officers, Promoters And Control Persons - Conflicts of Interest".



No  retirement,  pension,  profit  sharing,  stock
option or  insurance programs or other  similar  programs  have been adopted by
us for the benefit of our employees.



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



The  following  table  sets  forth  each  person  known
by us  to be  the beneficial  owner of five  percent or more of our Common
Stock,  all  directors individually and all directors and officers of the
Company as a group. Except as noted,  each person has sole  voting and
investment  power with  respect to the shares shown.



Name and Address of Beneficial Owner
Amount of Beneficial Ownership
Percentage of ClassJoren LLC. (1)1490 Blue
Jay CircleWeston, Florida 33327
5,000,000
100%Alfred Arberman (2)1490
Blue Jay CircleWeston, Florida 33327
5,000,000
100%All Executive Officers andDirectors as a Group(1 Person)
5,000,000
100%




20

(1) Mr. Arberman is the controlling shareholder and sole
director and officer of Joren LLC. Joren LLC. has agreed to provide certain
assistance to us in locating potential  target  companies,  and to pay  all of
our  costs  until  a  business combination,  without  reimbursement.  See "PLAN
OF OPERATIONS  General Business Plan".



(2) As the controlling shareholder, sole director and
officer of Joren LLC., Mr. Arberman is deemed to be the beneficial owner of the
common stock of the Company owned by Joren LLC.



ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.



We have  issued  a total  of  5,000,000  shares  of
Common  Stock  to the following persons for a total of $500 in cash:



Name
Number of Total Shares
ConsiderationJoren LLC.
5,000,000
$500




Mr. Arberman is the sole director, controlling
shareholder and president of Joren LLC.  With respect to the sales made to Joren
LLC., we relied upon Section 4(2) of the Securities Act of 1933, as amended (the
"Securities  Act") and Rule 506 promulgated thereunder.



ITEM 13-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON 	FORMS 8-K



Exhibits - None.Financial Statement Schedules - None.Reports on Form 8-K - None.

SIGNATURES



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



ARBER HOLDINGS



By: /s/ Alfred ArbermanChief Executive OfficerDated: April 12, 2001



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





SIGNATURE
TITLE
DATE/s/ Alfred Arberman
Director, Chief Accounting Officer
April 12, 2001
















21