SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

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


For the fiscal year ended                                Commission file number
    December 31, 2000                                         33-27042-NY
-------------------------                                ----------------------


                          FINANCIAL EXPRESS CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                               93-0996537
 ---------------------------                               --------------------
(State of other jurisdiction                              (IRS Employer
 of incorporation)                                        Identification Number)

 P. O. Box 974, Rancho Santa Fe, California                       92067
  --------------------------------------                        --------
 (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number:  (760) 756-3012
                                --------------

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

       NONE                                                         NONE
 -------------------                                       ---------------------
(Title of Each Class)                                     (Name of Each Exchange
                                                            on which Registered)

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

                                     Common
                                 --------------
                                (Title of Class)

Indicate by check mark whether the registrant (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.

     (1)      Yes      No  X  **                 (2)      Yes  X   No
                 -----   -----                               -----   -----

The number of shares of the Common Stock of the registrant outstanding as of
December 31, 2000 was 3,704,900. The aggregate common stock held by
non-affiliates on December 31, 2000 was approximately 204,900 shares.


<PAGE>


                                 FORM 10-K INDEX

                                     PART I


Item 1.  Business                                                              3

Item 2.  Properties                                                            3

Item 3.  Legal Proceedings                                                     3

Item 4.  Submission of Matters to a Vote of Security
                    Holders                                                    3


                                     PART II

Item 5.  Market for Registrant's Common Equity and
                    Related Stockholders Matters                               4

Item 6.  Selected Financial Matters                                            5

Item 7.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                        6

Item 8.  Financial Statements and Supplementary Data                           7

Item 9.  Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure                     7


                                    PART III

Item 10. Directors and Executive Officers of Registrant                        7

Item 11. Executive Compensation                                                7

Item 12. Security Ownership of Certain Beneficial
                    Owners and Management                                      8

Item 13. Certain Relationships and Related Transactions                        8


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and
                    Reports on Form 8-K                                        8

         A-1      Financial statements at December 31, 2000
                  Financial statements at December 31, 1999
                  Financial statements at December 31, 1998
         A-2      Financial statement schedules (None)
         A-3      Exhibits (None)
          B       Reports on Form 8-K

<PAGE>


Item 1.  Business
         --------

GENERAL

     Financial Express Corporation (the "Company") was originally incorporated
in the state of Nevada on January 5, 1989 as Harley Equities, Ltd., to purchase,
merge with or acquire any business or assets which management believed had the
potential for being profitable. During May of 1991, through a series of
transactions, Harley acquired all of the outstanding stock of Financial Express
Corporation, a company organized to develop and commercialize a distinctive
nationwide service for processing and clearing checks and related bank
transactions. The only assets of the acquired Company consisted of intangible
assets comprised of intellectual properties, vendor relationships and customer
relationships established during the development of the service.

     Concurrent with the acquisition, the Company changed the Corporate name to
Financial Express, Corporation. The Company expended all of its liquidity during
1991 in the search for financing in order to properly develop and market its
product.

     During 1996, the development of this business was abandoned and the
intangible assets were written off.

     The Company is currently in the process of searching for financing and/or
potential merger candidates to carry on the Company's existing or other business
opportunities.

     The Company currently has no employees.


Item 2.  Properties
         ----------

     The Company does not currently own or lease any properties. The directors
provide office space at no charge to the Company.


Item 3.  Legal Proceedings
         -----------------

     None.


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

     None.


                                        3

<PAGE>


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters
         ---------------------------------------------------------------------

                             (a) Market Information

     There is no market information established for the Company.

                                   (b) Holders

The approximate number of shareholders of record of the Common Stock of the
Company as of December 31, 2000 was 34.


                                  (c) Dividends

     The Company has never paid a cash dividend and intends to retain earnings,
if any, for use in its business and does not presently intend to pay any cash
dividends on its Common Stock.

                             (d) Stock transactions

     On May 1, 1991, the Registrant issued 3,500,000 shares of its Common Stock
in exchange for all of the issued and outstanding Common Stock of Financial
Express Corporation, Westlake, California, a business recently organized to
develop and commercialize a distinctive nationwide service of processing the
clearance of checks and related bank items. Prior to the completion of such
transaction, there was issued and outstanding 138,000 Common Shares of the
Registrant. The shareholders of Financial Express Corporation acquiring the
shares of the Registrant are Phil E. Pearce, Frank G. Baldwin and D. Lee Falls,
who acquired 1,166,667, 1,166,666 and 1,166,666 shares, respectively of the
Registrant. Simultaneously with the completion of the transaction, Messrs.
Pearce, Falls and Baldwin were elected directors of the Company and following
completion of the transaction Howard Bronson, Isidor Friedenberg and Donald
Weinberger resigned as officers and directors of the Company. Such resignations
did not involve any disagreement with the Registrant. The Board of Directors has
elected Mr. Pearce, Chairman, Mr. Falls, President, and Mr. Baldwin, Executive
Vice President and Secretary of the Company. Following completion of the
transaction, each of them own 31.6% of the issued and outstanding Common Stock
of the Registrant.


                                        4

<PAGE>


                       (d) Stock transactions (continued)

In connection with these transactions, the holders of Underwriter's Unit
Purchase Warrant Agreements and Certificates issued by the Registrant in
connection with the Registrant's initial public offering in June, 1990, agreed
to cancel their demand registration rights and limit their piggy-back
registration rights such that they not be exercisable after expiration of the
Registrant's Class A or Class B Redeemable Stock Purchase Warrants. In addition,
Westminster Securities Corporation, who acted as underwriter in connection with
the Registrant's firm commitment public offering, agreed to a modification of
Section 5 of the Registrant's Underwriting Agreement respecting the
underwriter's "first right of refusal" on future offerings to limit such right
to public offerings of the securities of the Registrant in amounts not to exceed
$5,000,000.


Item 6.  Selected Financial Data
         -----------------------

                              2000     1999      1998       1997      1996
                              ----     ----      ----       ----      ----

Revenues                       --       --        --         --        --

Net profit (loss)           ( 1,500) ( 2,500)  ( 2,500)   ( 2,500)  (96,323)

Net profit (loss)
  per share                    (.00)    (.00)     (.00)      (.00)     (.03)

Total assets                   --       --         --        --        --

Working Capital             (19,800) (18,300)  (15,800)   (13,300)  (10,800)


                                       5

<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations.
         --------------

     The following results of operations for the fiscal years ended December 31,
1998, 1999 and 2000 should be read in conjunction with the financial statements

                                      2000            1999              1998
                                      ----            ----              ----

Revenues                          $      --        $      --        $      --
Expenses                                1,500            2,500            2,500
                                  -----------      -----------      -----------

         Net loss                      (1,500)          (2,500)      $ ( 2,500)
                                  ===========      ===========      ===========

Weighted average common
  shares outstanding                3,704,900        3,704,900        3,704,900
                                  ===========      ===========      ===========

Loss per common share             $     (.000)     $     (.001)     $     (.001)
                                  ===========      ===========      ===========


     The Company's activity during the fiscal year ended December 31, 2000
consisted primarily of exploring various financing and investment opportunities.

     As discussed in Note 1 to the Financial Statements, the Company's continued
existence is dependent upon its ability to resolve its liquidity problems by the
acquisition of additional equity financing, or the achievement of profitable
operations. Management believes that profitable operations will be achieved
within the next two years, based upon the Company's current planned operating
activities made possible by various possible equity and debt capital options.

     Liquidity. The Company currently has a short-term liquidity problem, as
evidenced by its current working capital deficit of $(19,800). However,
management is confident that it will able to raise additional equity capital,
due to the prospects for success with the possible new businesses.

     YEAR ENDED DECEMBER 31, 2000 COMPARED TO DECEMBER 31, 1999

     Operating expenses were insignificant due to company's inactivity.

     YEAR ENDED DECEMBER 31, 1999 COMPARED TO DECEMBER 31, 1998

     Operating expenses were insignificant due to the company's lack of working
capital. The Company has no fixed operational financial commitments and
management was able to avoid incurring any significant expenses during the year.


                                        6

<PAGE>

Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

     Reference is made to the financial statements included later in this report
under Item 14.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         ---------------------------------------------------------------
         Financial Disclosure
         --------------------

     None



                                    PART III

Item 10. Directors and Executive Officers of the Registrant
         --------------------------------------------------

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

Phil E. Pierce             71               Chairman, Treasurer and
                                            Director
Frank G. Baldwin           70               President, Secretary, and
                                            Director

     The Directors will serve until the next annual meeting of shareholders or
until their successors have been elected.

     The Officers are elected annually by the Directors and serve at the
discretion of the Board of Directors.


Item 11. Executive Compensation
         ----------------------

     None.


                                        7

<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

Name and Address of                 Number of Shares of            Percentage
Beneficial Owner                    Common Stock Owned            of Ownership
----------------                    ------------------            ------------

Phil E. Pearce                           1,750,000                    47.25
6624 Greenleaf Court
Charlotte, NC  28270

Frank G. Baldwin                         1,750,000                    47.25
P. O. Box 974
Rancho Santa Fe, CA 92067
                                          ---------                     ----

All Officers and Directors
  as a group                             3,500,000                     94.5%
                                         =========                     ====




Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------

     None.


                                     PART IV



Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
         ----------------------------------------------------------------

         A-1      Financial statements at December 31, 2000,
                  1999 and 1998
         A-2      Financial statement schedules (None)
         A-3      Exhibits (None)
          B       Reports on Form 8-K
                        May 1, 1991


                                        8

<PAGE>


                             Henson & Company, CPA's
                         1810 Fair Oaks Avenue Suite 320
                            South Pasadena, CA 91030
                        (626) 403-4410 Fax (626) 403-4411
                    Stephen Henson, CPA Elizabeth Henson, CPA

To the Board of Directors
Financial Express Corporation

We have audited the accompanying balance sheets of Financial Express Corporation
at December 31, 2000 and 1999 and the related statements of operations,
stockholders' equity, and cash flows for each of the years ended December 31,
2000, 1999 and 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Financial Express Corporation
at December 31, 2000 and 1999, and the results of operations, changes in
stockholders' equity and cash flows for each of the years ended December 31,
2000, 1999, and 1998 in conformity with generally accepted accounting
principles.

The accompanying 2000 financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 1, at December
31, 2000 the Company has no working capital and faces uncertainty with respect
to the prospects of acquiring and/or operating a successful business in the
future. These facts raise substantial doubt as to the Company's ability to
continue as a going concern. Management's plans as to these matters are
described in note 1. The 2000 financial statements do not include any
adjustments that might result from the outcome of these uncertainties.





Pasadena, California                        By:  /s/  Stephen Henson
                                               --------------------------------
March 29, 2001                                        Stephen Henson, CPA


                                        9

<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                                 Balance Sheets
                           December 31, 2000 and 1999



         Assets
                                                         2000           1999
                                                         ----           ----
Intangible assets,
  net of accumulated
  amortization of $351,950
  and $351,950                                         $    --        $    --
                                                       ---------      ---------

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

         Liabilities and Stockholders' Equity

Current liabilities:
Accrued professional fees                              $  17,650      $  16,150
Due to officer                                             2,150          2,150
                                                       ---------      ---------

   Total current liabilities                              19,800         18,300

Stockholders' equity:
Common stock $.001 par value;
  25,000,000 shares
  authorized; 3,704,900
  issued and outstanding                                   3,705          3,705
Additional paid in-capital                               408,641        408,641
Accumulated deficit                                     (432,146)      (430,646)
                                                       ---------      ---------

   Total stockholders' equity                            (19,800)       (18,300)
                                                       ---------      ---------

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


                             See accompanying notes

                                       10

<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                            STATEMENTS OF OPERATIONS
              For the years ended December 31, 2000, 1999 and 1998

                                           2000          1999          1998
                                           ----          ----          ----

Income                                 $      --      $      --     $      --

Operating expenses:
         Amortization                         --             --            --
         Legal and
           professional fees                 1,500          2,500         2,500
                                       -----------    -----------   -----------

         Total operating expenses            1,500          2,500         2,500
                                       -----------    -----------   -----------

         Net loss                      $    (1,500)   $ ( 2,500)     $ ( 2,500)
                                       ===========    ===========   ===========

         Loss per share                $      (.00)   $      (.00)  $      (.00)
                                       ===========    ===========   ===========

         Weighted average
           shares outstanding            3,704,900      3,704,900     3,704,900
                                       ===========    ===========   ===========


                             See accompanying notes

                                       11

<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                        (a development stage enterprise)
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2000, 1999 and 1998


                                              2000          1999          1998
                                              ----          ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                  $(1,500)      $(2,500)      $(2,500)

  Adjustments to reconcile
    net loss to net cash
    used by operating
    activities:

    Amortization                               --            --            --
    (Increase) decrease in:
          Accounts
           receivable - officer                --            --            --
    Increase (decrease) in:
          Bank overdraft                       --            --            --
          Accrued liabilities                 1,500         2,500         2,500
                                            -------       -------       -------

Net cash used
    by operating activities                    --            --            --
                                            -------       -------       -------

NET INCREASE IN CASH                           --            --            --
CASH - BEGINNING OF PERIOD                     --            --            --
                                            -------       -------       -------

CASH - END OF PERIOD                        $  --         $  --            --
                                            =======       =======       =======


                             See accompanying notes

                                       13


<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

                        December 31, 2000, 1999 and 1998


1.   Summary of significant accounting principles
     --------------------------------------------

          General
          -------

     Financial Express Corporation (the "Company") was originally incorporated
     in the State of Nevada on January 5, 1989, as Harley Equities, Inc.
     ("Harley"), and was formed to purchase, merge with or acquire any business
     or assets which management believed had the potential for being profitable.
     Through a series or transactions, Harley acquired all of the stock of
     Financial Express Corporation, a Delaware corporation organized to develop
     and commercialize a distinctive nationwide service for processing and
     clearing checks and other bank transactions. The only assets of the
     acquired Company consisted of intangible assets comprised of intellectual
     properties, vendor relationships and customer relationships established
     during the development of the service. In connection with the transaction,
     the Company changed its name to Financial Express Corporation.

          During 1995, the development of the check clearing business was
     abandoned and the intangible assets were fully amortized.

          Presentation
          ------------

     The Company's 2000 financial statements have been presented on the basis
     that it is a going concern, which contemplates the realization of assets
     and the satisfaction of liabilities in the normal course of business. As
     shown in the financial statements, the Company has a working capital
     deficit, and currently has not been able to bring its product to the
     marketplace. While the Company expects profits over the long term, the
     Company is currently seeking additional working capital and equity capital
     to fund the marketing and further development of the Company's product. The
     Company is continuing to pursue various investment and merger opportunities
     in its efforts to reach its investment and business objectives.

     The Company's continued existence is dependent upon its ability to finance
     continued product development and marketing programs by the acquisition of
     additional equity or debt financing, or in the procurement of a suitable
     merger candidate. While pursuing such opportunities, the Company must
     continue to operate on the limited resources by the Company's officers.

                                       14

<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

                        December 31, 2000, 1999 and 1998


1.   Summary of significant accounting principles (continued)
     --------------------------------------------------------

          Intangible assets
          -----------------

     Intangible assets are carried at cost, and are comprised of intellectual
     properties and vendor and potential customer relationships. Amortization is
     provided using the straight-line method over five years.


2.   Capitalization
     --------------

     In June 1990 the Company sold on a firm commitment basis 16,000 units at
     $6.00 per unit. Each unit consisted of one share of common stock par value
     of $.001 and sixteen Redeemable Stock Purchase Warrants each warrant
     capable of purchasing one share of common stock as follows:

                                                                    Exercise
              Warrants          Total                                 Price
  Class       Per Unit         Warrants      Expiration date        Per Share
  -----       --------         --------      ---------------        ---------

    A           16             256,000        June 1, 2002            $5.50
    B           16             256,000        June 1, 2002            $6.00


3.   Stock Transactions
     ------------------

     On March 26, 1991 the Company issued 15,000 shares of common stock to
     certain officers of Westminster Securities Corporation holding Underwriters
     Purchase Warrants in exchange for their agreement to modifications (see May
     1, 1991 stock transaction below) to the Underwriting Agreement and
     Underwriters Purchase Warrant Agreements.

     On May 1, 1991, The Company issued 3,500,000 shares of its common stock in
     exchange for all the issued and outstanding common stock of Financial
     Express Corporation, a development stage enterprise organized to develop
     and commercialize a distinctive nationwide service of processing the
     clearance of checks and related bank items.

     During 1990, the Company retained Howard Bronson and Co. to act as its
     financial public relations counsel. In 1991, in connection therewith and
     for prior services rendered, the Company issued 51,500 shares of common
     stock to Howard Bronson and Co.

                                       15

<PAGE>


                                   SIGNATURES

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

FINANCIAL EXPRESS CORPORATION


By:  /s/  Frank Baldwin                     Date:
   ----------------------------                  ------------
          Frank Baldwin
          President and director


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following person on behalf of the Registrant and
in the capacity and on the date indicated.

NAME & POSITION                             DATE


By:  /s/  Phil E. Pearce                    August      , 2000
-------------------------------                    -----
          Phil E. Pearce
          Chairman, Treasurer, and Director



By:  /s/  Frank G. Baldwin                  August      , 2000
-------------------------------                    -----
          Frank G. Baldwin,
          President, Secretary and Director


                                       16