SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-SB-12G/A

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                  OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
                     OR 12(g) OF THE SECURITIES ACT OF 1934



                           Baxtrom & Associates, Inc.
              (Exact name of small business issuer in its charter)



                                     NEVADA
                 (State or other jurisdiction of incorporation)


                                   86-1024819
                      (I.R.S. Employer Identification No.)



                                 8776 East Shea
                                  Suite B3A323
                              Scottsdale, AZ 85260
                                 (604) 602-9262

          (Address and telephone number of principal executive offices)


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

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.001 par value

 Form 10-SB
                               Table of Contents

Part I

Item                                                                        Page

Item 1 Description of Business                                                 2

Item 2 Management's Discussion and Analysis or Plan of Operation              11

Item 3 Description of Property                                                17

Item 4 Security Ownership of Certain Beneficial Owners and Management         17

Item 5 Directors, Executive Officers, Promoters and Control Persons           17

Item 6 Executive Compensation                                                 17

Item 7 Certain Relationships and Related Transactions                         19

Item 8 Description of Securities                                              19

PART II

Item 1 Market Price of and Dividends on the Registrant's common Equity
       and Other Stock Stockholder Matters                                    19

Item 2 Legal Proceedings                                                      19

Item 3 Changes in and Disagreements with Accountants on Accounting            20

Item 4 Recent Sales of Unregistered Securities                                20

Item 5 Indemnification of Directors and Officers                              21

Part F/S                                                                      22

Part III

Item 1 Index to Exhibits                                                      28

Signatures                                                                    28


                                       1
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Since its  inception  on July 16,  1998,  Baxtrom &  Associates,  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  executive  offices of the  Company  are  located  at 8776 East Shea,  Suite
B3A323,  Scottsdale,  Arizona 85260. Its telephone number is (604)602-9262.  The
President  and Director of the Company is Kevin  Ericksteen.  The  Secretary and
Treasurer is Deanna Olson. Mr.  Ericksteen was not the original  incorporator of
the  Company.  Mr.  Ericksteen  retained  the  services  of  a  third  party  to
incorporate or provide  already  incorporated  Nevada  companies.  Subsequent to
incorporation, the original incorporator resigned as director and Mr. Ericksteen
was appointed as President  and Director and Ms. Olson as  Secretary,  Treasurer
and Director.  Mr.  Ericksteen  continues as President and Director and Director
and  Ms.  Olson  as  Secretary,   Treasurer  and  Director.  Both  are  majority
shareholders.

Mr. Ericksteen 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,
which generates  revenues,  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. The Company's plans are in the conceptual
stage only. 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.

As is described fully in Item 5 herein,  Mr. Ericksteen and Ms. Olson have had a
controlling  interest in other shell  companies,  which have effected mergers or
acquisitions  similar  to that  which  the  Company  will be  seeking.  In these
situations,  Mr.  Ericksteen  and  Ms.  Olson  plan to  sell  their  controlling
interests in the shell  companies for cash. The other  shareholders of the shell
companies  received  interests in the  applicable new company as a result of the
merger or acquisition.

                                       2
<PAGE>

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.  Ericksteen,  the
President and Director and Ms.  Olson,  the  Secretary,  Treasurer and Director,
have agreed to allocate a nominal portion of their 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:

                                       3
<PAGE>

THE COMPANY HAS TWO OFFICERS.

The Company's  President and Director is Kevin  Ericksteen.  Deanna Olson is the
Secretary,  Treasurer  and  Director.  Both are majority  shareholders.  Because
management  consists of only Mr.  Ericksteen and Ms. Olson, 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 two
officers 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.  Ericksteen and
Ms. Olson,  anticipate  devoting only a nominal  amount of time per month to the
business of the Company.  Neither Mr. Ericksteen nor Ms. Olson have entered into
a written employment  agreement with the Company and they are not expected to do
so. The Company has not obtained key man life insurance on Mr. Ericksteen or Ms.
Olson.  The loss of the  services  of Mr.  Ericksteen  and/or  Ms.  Olson  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  approximately  $ 1,220.  Mr.  Ericksteen  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. ERICKSTEEN AND MS. OLSON MAY HAVE CONFLICTS OF INTEREST WITH THE
COMPANY.

The terms of any future business  combination  involving the Company may include
such terms as Mr.  Ericksteen  and Ms. Olson  remaining  officers 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. Ericksteen and
Ms. Olson for the purchase or retirement of all or part of their common stock of
the  Company  by a  target  company  or for  services  rendered  incident  to or
following a business  combination.  Mr.  Ericksteen and Ms. Olson would directly
benefit  from such  employment  or payment.  These  benefits may  influence  Mr.
Ericksteen and Ms. Olson's choice of a target company. In addition, the Articles
of  Incorporation  of the  Company  provide  that the  Company  indemnifies  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.

                                       4
<PAGE>

As is described fully in Item 5 herein,  Mr. Ericksteen and Ms. Olson have had a
controlling  interest in other shell  companies,  which have effected mergers or
acquisitions  similar  to that  which  the  Company  will be  seeking.  In these
situations,  Mr.  Ericksteen  and  Ms.  Olson  plan to  sell  their  controlling
interests in the shell  companies for cash. The other  shareholders of the shell
companies  received  interests in the  applicable new company as a result of the
merger or acquisition.

In addition,  Mr.  Ericksteen and Ms. Olson have  participated  or are currently
participating  in other blank check  companies,  which may compete directly with
the Company.  See Item 5 for a listing of these companies.  Additional conflicts
of interest and non-arm's length  transactions may also arise in the future.  As
of the date of this  prospectus,  Mr.  Ericksteen  and Ms.  Olson  have  been or
currently are involved with five shell  companies,  approximately  five of which
are or will be seeking  business  opportunities  for  mergers  or  acquisitions.
Consequently,  there  are  potential  inherent  conflicts  of  interest  in  Mr.
Ericksteen and Ms. Olson acting as officers of the Company. Conflicts could also
arise if the Company were to enter into any business  combination with a company
in which Mr.  Ericksteen  and/or Ms. Olson are  involved.  This type of business
transaction is not an arm's-length transaction because of Mr. Ericksteen and Ms.
Olson's  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 could 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.

                                       5
<PAGE>

THE PURCHASE OF PENNY STOCKS CAN BE RISKY.

     There is no trading  market for the  Company's  Common Stock at the present
time and there has been no trading market to date.  There is no assurance that a
trading market will ever develop or, if such a market does develop, that it will
continue.

     If and when the Company's  securities are traded, the securities may likely
be deemed a "penny stock".  The  Securities and Exchange  Commission had adopted
Rule 15g-9 which  established  the  definition of 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 or with an  exercise  price of less than  $5.00 per share,
subject to certain  exceptions.  For any  transaction  involving a penny  stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for  transactions  in penny stocks and (ii) the broker or dealer receive
from the investor a written  agreement  to the  transaction,  setting  forth the
identity and quantity of the penny stock to be purchased.  In order to approve a
person's  account for  transactions in penny stocks,  the broker or dealer must:
(i) obtain financial information and investment experience and objectives of the
person and (ii) make a reasonable  determination  that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience  in  financial  matters  to be  capable  of  evaluating  the risks of
transactions in penny stocks.  The broker or dealer must also deliver,  prior to
any  transaction  in a  penny  stock,  a  disclosure  schedule  prepared  by the
Commission  relating to the penny stock market,  which,  in highlight  form, (i)
sets  forth the basis on which the broker or dealer  received a signed,  written
agreement from the investor prior to the transaction.  Disclosure also has to be
made about the risks of investing in penny stocks in both public  offerings  and
in secondary trading and about commissions payable to both the broker-dealer and
the  registered  representative,  current  quotations for the securities and the
rights and  remedies  available  to an investor in cases of fraud in penny stock
transactions.  Finally,  monthly  statements have to be sent  disclosing  recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.



     Shareholders  should be aware that,  according to  Securities  and Exchange
Release No.  34-29093,  the market for penny stocks has suffered in recent years
from  patterns  of fraud and abuse.  Such  patterns  include  (i) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching
of purchases and sales and false and misleading  press  releases;  (iii) "boiler
room" practices  involving  high-pressure  sales tactics and  unrealistic  price
projections by inexperienced sales person; and (iv) the wholesale dumping of the
same  securities  by  promoters  and  broker-dealers   after  prices  have  been
manipulated to a desired level, along with the resulting  inevitable collapse of
those prices and with consequent  investor losses. Thus an investor may lose his
entire  investment in a penny stock and  consequently  should be cautious of any
purchase of penny stocks.

                                       6
<PAGE>

THERE IS A SCARCITY OF, AND SIGNIFICANT  COMPETITION FOR, BUSINESS
OPPORTUNITIES AND COMBINATIONS.

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,  which 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.  As of the date of this prospectus,  Mr. Ericksteen and
Ms.  Olson  have been or  currently  are  involved  with five  shell  companies,
approximately  five of which are or will be seeking business  opportunities  for
mergers or acquisitions.

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.

                                       7
<PAGE>

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  Company  will  report the
information  about the merger or acquisition and the audited  financials on Form
8-K. 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.  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.  After  the  consummation  of the  merger  or
acquisition,  if Mr.  Ericksteen  and/or Ms.  Olson do not assume a director  or
officer  position  with  the new  company,  they  will  have no  legal  or other
obligation or responsibility for the reporting  requirements of the new company.
All obligations and responsibilities  will reside with the management of the new
company.

WE LACK MARKET RESEARCH AND MARKETING ORGANIZATION.

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.  As of the date of this
prospectus, Mr. Ericksteen has been or currently is involved with five (5) shell
companies,  approximately  five  (5)of  which  are or will be  seeking  business
opportunities for mergers or acquisitions.

                                       8
<PAGE>

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. Ericksteen 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.  Ericksteen  as the President and
Director and director and Ms. Olson as the Secretary,  Treasurer and Director of
the  Company  and  a   corresponding   reduction  in  or  elimination  of  their
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 STATE AND FEDERAL REGULATIONS THAT 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  might 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:

     1. Not  eligible  for sale  under  exemption  provisions  permitting  sales
     without registration to accredited investors or qualified purchasers;

     2. Not eligible  for the  transactional  exemption  from  registration  for
     non-issuer transactions by a registered broker-dealer;

     3. Not eligible  for  registration  under the  simplified  small  corporate
     offering registration (SCOR) form available in many states;

     4. Not eligible for the "solicitations of interest" exception to securities
     registration requirements available in many states;

     5. Required to be placed in escrow and the proceeds received held in escrow
     subject to various limitations; or

     6. Not permitted to be registered or exempted from  registration,  and thus
     not permitted to be sold in the state under any circumstances.

                                       9
<PAGE>

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.

There also may be  restrictions  on resale of the shares under  federal law. The
Division  of  Corporation  Finance  of the SEC is of the view  that  none of the
shares of the  Company  are  'freely  transferable,'  but the SEC itself has not
officially expressed any views on this matter.

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.

                                       10
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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.  Ericksteen,  the Company's  President and Director and Ms.
Olson,  the  Company's  Secretary,  Treasurer  and  Director,  have  not had any
material discussions with any company with respect to the acquisition of any one
specific 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,  which is already
actively  engaged in a business  that  generates  revenues,  in exchange for the
Company's common stock. Mr. Ericksteen and Ms. Olson expect that upon successful
regulatory  clearance of this Form 10-SB,  they will be contacted by a number of
target companies.

In  addition,  the  Company  anticipates  that  business  opportunities  will be
referred to it by various  sources,  including  Mr.  Ericksteen  and Ms.  Olson,
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.  Ericksteen and Ms. Olson
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. Ericksteen and Ms. Olson about the Company.

The Company will not enter into a business  combination  with a company in which
Mr. Ericksteen and/or Ms. Olsen or their 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. Ericksteen has any direct or indirect ownership.

                                       11
<PAGE>

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. Ericksteen and Ms. Olson believe 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.  Ericksteen  and Ms. Olson believe 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. Ericksteen and Ms. Olson have 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.

                                       12
<PAGE>

EVALUATION OF OPPORTUNITIES

The analysis of new business  opportunities  will be undertaken by, or under the
supervision  of, Mr.  Ericksteen.  Mr.  Ericksteen will be the key person in the
search,  review and negotiation with potential acquisition or merger candidates.
While Mr. Ericksteen 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. Ericksteen will
rely upon his own efforts in accomplishing the business purposes of the Company.
Mr.  Ericksteen 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. Ericksteen  expects to spend full time in investigating and
closing any acquisition.  In addition,  in the face of competing demands for his
time, Mr.  Ericksteen may grant priority to his other  positions  rather than to
the Company.

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

     1. The  available  technical,  financial  and 1. The  available  technical,
     financial and managerial resources;

     2. Working capital and other financial requirements of the target;

     3. The target's history of operations, if any;

     4. The target's prospects for the future;

     5. The present and expected competition in the target's industry;

     6. The quality and experience of management services which may be available
     and the depth of that management within the target;

     7. The potential for further  research,  development  or exploration in the
     target's industry;

     8. Specific risk factors  which may be  anticipated  to impact the proposed
     activities of the Company;

     9. The potential for growth or expansion and profit;

     10. The perceived public recognition or acceptance of products, services or
     trades of the target and the industry and brand or name identification; and

     11. All other relevant factors.


                                       13
<PAGE>

Mr. Ericksteen 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.  Mr. Ericksteen will personally pay for his meetings and expenses
while he is evaluating  opportunities and the Company will not reimburse him for
his time or expenses. The Company will not acquire or merge with any company for
which audited financial statements cannot be obtained.

Mr. Ericksteen is currently involved in promoting approximately five blank check
companies,  all of which plan to have their shares registered 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. Ericksteen and Ms. Olson acting
as officers of the Company  and these other  companies.  See Item 5  "Directors,
Executive Officers, Promoters and Control Persons" for a listing of companies in
which Mr. Ericksteen and Ms. Olson are involved.  Insofar as they are engaged in
other business  activities,  Mr.  Ericksteen and Ms. Olson  anticipate they will
devote only a nominal amount of time to the Company's affairs. In addition,  Mr.
Ericksteen  and/or Ms. Olson may in the future become a shareholder,  officer or
director of other companies,  which 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.   Ericksteen's   attention  insofar  as  such
opportunities  may relate to the Company's  proposed  business  operations.  Mr.
Ericksteen 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.  Ericksteen  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.

                                       14
<PAGE>

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.
Ericksteen, Ms. Olson 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. Ericksteen 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.  Ericksteen's  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. Ericksteen's decision
to enter into a specific  transaction.  However,  Mr.  Ericksteen  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. Ericksteen's
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. Ericksteen 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.  Ericksteen  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.

                                       15
<PAGE>

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.  However,  treatment as a tax free
reorganization will not be a condition of any future business combination and if
it is not the case,  the Company  will not obtain an opinion of counsel that the
reorganization will be tax free.

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.  In addition,  following
the merger the target company will incur  additional  expenses of complying with
the  annual and  periodic  reporting  requirements  included  in the  Securities
Exchange Act of 1934. These will include legal, accounting, printing, filing and
related costs.

                                       16
<PAGE>

ITEM 3.   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 4.   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 January 12, 2000, by Mr.  Ericksteen and Ms.
Olson.  A certain  beneficial  owner is defined as: (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 of      Name and Address of          Amount and Nature of       Percent of
Class         Beneficial Owner             Beneficial Owner           Class

Common        Kevin Ericksteen             400,000                      40 %

Common        Deanna Olson                 400,000                      40 %


ITEM 5.   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 are only two executive officers that serve as Directors as
well:
<TABLE>
<S>                      <C>        <C>
Name                     Age       Position

Kevin                     25       President and Director
Ericksteen

Deanna Olson              28       Secretary, Treasurer and Director
</TABLE>

                                       17
<PAGE>

Kevin  Ericksteen  has been  President  and Director  since January 12, 1999. He
attended  University of San Diego Law School and holds a Bachelor of Arts degree
from Arizona  State  University  in Tempe,  Arizona.  As Consultant at Pala Mesa
Investments in Kamloops,  British  Columbia,  Mr.  Ericksteen  analyzed business
opportunities,  focusing on real estate  feasibility  as well as various  chosen
projects. As President at Pala Mesa Investments,  his work includes analysis and
evaluation  of  emerging  companies'  business  plans  and  models  as  well  as
determining  valuation of prospective  companies  wishing to obtain listing on a
public exchange.

Deanna Olson has been  Secretary and Director  since January 12, 1999. Ms. Olson
attended  University College of the Cariboo in Kamloops,  British Columbia.  For
the last five years she has worked as an  administrative  assistant  for various
publicly and privately held companies.

The following chart summarizes  certain  information  concerning the blank check
companies  with which Mr.  Ericksteen  and Ms. Olson are or have been a director
and which have filed or intend to file a registration statement with the SEC, as
of December 31, 2000. The term "n/a"  indicates that the company  referenced has
not entered into an agreement for a business  combination or merger,  nor has it
filed its form 10SB.
<TABLE>
<S>                           <C>                  <C>              <C>
Company Name                 Merger                State        10SB file date
SEC file number              Status
                            (If applicable)


AM Marketing, Inc.           N/A                   Nevada       February 7, 2001


Ameralink, Inc.              N/A                   Nevada       February 7, 2001


E.L. Hunter, Inc.            N/A                   Nevada       February 2, 2001


Desert Sky Consulting, Inc.  N/A                   Nevada       February 7, 2001
</TABLE>
ITEM 6.   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.  It's President and Director, Mr. K. Ericksteen,  and
Secretary/Treasurer  and Director Ms. Olson, do not receive any compensation for
their duties.  On January 12, 1999,  the Company issued 400,000 shares of common
stock for cash to Mr. K.  Ericksteen.  On January 12, 1999,  the Company  issued
400,000 shares of common stock for cash to Ms.D.  Olson.  Neither Mr. Ericksteen
nor Ms. D. Olson has received any other compensation for their services rendered
to the Company and they are not  accruing  compensation.  As of the date of this
registration, the Company has no funds available to pay officers and directors.

                                       18
<PAGE>

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 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Under Rule 405 promulgated  under the Securities Act of 1933, Mr. Ericksteen and
Ms.  Olsen 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 8.   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 First
American Stock Transfer,  1717 East Bell Road, Suite 2, Phoenix,  Arizona 85022-
6200.

PART II

ITEM 1.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
          COMMON EQUITY AND OTHER STOCKHOLDER MATTERS.

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.

ITEM 2.   LEGAL PROCEEDINGS.

Not Applicable.

                                       19
<PAGE>

ITEM 3.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING.

Not Applicable.

ITEM 4.   RECENT SALES OF UNREGISTERED SECURITIES.

As of January 31, 2001,  we had  1,000,000  shares of our $.001 par value common
stock issued and outstanding of which 200,000 shares were issued in transactions
exempt by reason of Section 4(2) of the Securities  Act of 1933, as amended.  As
of January 26, 2001, the Company had the following 37 stockholders of record:

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

Date        Class        Shares        Price        Consideration    Issued To:

1/12/99     Common       1,000         $0.001       Cash           D. Allen

1/12/99     Common       1,000         $0.001       Cash           K. Aulin

1/12/99     Common       1,000         $0.001       Cash           P. Aulin

1/12/99     Common       1,000         $0.001       Cash           S. Aura

1/12/99     Common       1,000         $0.001       Cash           P. Bains

1/12/99     Common       1,000         $0.001       Cash           D. Barrett

1/12/99     Common       1,000         $0.001       Cash           S. Bott

1/12/99     Common       1,000         $0.001       Cash           D. Durante

1/12/99     Common       1,000         $0.001       Cash           J. Durante

1/12/99     Common       1,000         $0.001       Cash           P. Durante

1/12/99     Common       1,000         $0.001       Cash           R. Durante

1/12/99     Common      43,000         $0.001       Cash           B. Ericksteen

1/12/99     Common      84,000         $0.001       Cash           J. Ericksteen

1/12/99     Common     400,000         $0.001       Cash (1)       K. Ericksteen

1/12/99     Common       1,000         $0.001       Cash           M. Finch

1/12/99     Common       1,000         $0.001       Cash           D. Gouin

1/12/99     Common       1,000         $0.001       Cash           E. Gouin

1/12/99     Common       1,000         $0.001       Cash           G. Ireland

1/12/99     Common       1,000         $0.001       Cash           D. Laforge

1/12/99     Common       1,000         $0.001       Cash           N. Laforge

1/12/99     Common       1,000         $0.001       Cash           S. Lorence

1/12/99     Common       1,000         $0.001       Cash           B. McLean

1/12/99     Common       1,000         $0.001       Cash           D. McLean

1/12/99     Common       1,000         $0.001       Cash           A.. Miller

1/12/99     Common       1,000         $0.001       Cash           G. Moore

1/12/99     Common       1,000         $0.001       Cash           M. Newman

1/12/99     Common     400,000         $0.001       Cash (1)       D. Olson

1/12/99     Common      41,000         $0.001       Cash           R. Olson

1/12/99     Common       1,000         $0.001       Cash           D. Pehl

1/12/99     Common       1,000         $0.001       Cash           K. Pehl

1/12/99     Common       1,000         $0.001       Cash           S. Rodgers

1/12/99     Common       1,000         $0.001       Cash           E. Sponaugle

1/12/99     Common       1,000         $0.001       Cash           S. Sponaugle

1/12/99     Common       1,000         $0.001       Cash           D. Tateishi

1/12/99     Common       1,000         $0.001       Cash           M. Tateishi

1/12/99     Common       1,000         $0.001       Cash           D. Walker

1/12/99     Common       1,000         $0.001       Cash           J. Wieler

            Total    1,000,000         $2,000       Cash
</TABLE>
(1) Officer and director of the Company.

                                       20
<PAGE>

Between  January 12, 1999 and January 31, 2001, we issued to 37 individuals  and
entities an  aggregate  1,000,000  shares of our $.001 par value common stock at
$0.001  each  issued in  transactions  exempt by reason of  Section  4(2) of the
Securities Act of 1933, as amended, for a total consideration of $2,000 in cash.
Of the 1,000,000 shares issued, all 1,000,000 are restricted.

ITEM 5.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under  the  Nevada  Revised  Statute  78.7502,   a  corporation's   articles  of
incorporation  may include a provision  eliminating  or  limiting  the  personal
liability of a director or officer to the  corporation or its  stockholders  for
damages for breach of fiduciary duty as a director or officer.  Such a provision
may not, however,  eliminate or limit the liability of a director or officer for
(a) acts or omissions which involve intentional  misconduct,  fraud or a knowing
violation of law or (b) the payment of unlawful distributions to shareholders in
violation of section 78.300 of the Nevada Revised Statutes.

The Company's  Articles of  Incorporation  mirror these statutory  requirements.
Article  12  provides  that no  director  or  officer  of the  Company  shall be
personally  liable to the  Company or any of its  stockholders  for  damages for
breach of fiduciary duty as a director or officer  involving any act or omission
of any such director or officer. This provision, however, shall not eliminate or
limit the  liability  of a director or officer for (a) acts or  omissions  which
involve intentional  misconduct,  fraud or a knowing violation of law or (b) the
payment  of  dividends  in  violation  of section  78.300 of the Nevada  Revised
Statutes.   Any  repeal  or  modification  of  this  Article  by  the  Company's
shareholders shall be prospective only.

The Company's  By-Laws provide that the Company shall indemnify,  to the fullest
extent not  prohibited by the Nevada  General  Corporation  Law, its present and
former  directors  and  officers,  as well as any person who is serving,  or has
served,  at the  request  of the  Company  as a  director  or officer of another
corporation,  partnership,  joint venture, trust or other enterprise. Prior to a
final disposition,  the Company shall advance to any director or officer who has
been named,  or has been  threatened to be named,  as a party to any threatened,
pending, or completed action, suit, or proceeding due to their present or former
status as a  director  or officer  of the  Company  all  expenses  actually  and
necessarily incurred,  provided that the Company is in receipt of an undertaking
by or on behalf of such person to repay said amounts if it should be  ultimately
determined  that such  person is not  entitled  to  indemnification  under these
By-Laws or  otherwise.  However,  no advance  shall be made by the Company to an
officer,  unless  he or  she is or  was a  director,  in  any  action,  suit  or
proceeding  if it is  reasonably  and  promptly  determined  by (a) the Board of
Directors by a majority  vote of a quorum  consisting  of directors  who are not
parties to the action, suit or proceeding or (b) an independent legal counsel in
a written opinion, at the direction of a quorum of disinterested directors, that
such  person  acted in bad faith or in a manner that such person did not believe
to be in the best interests of the Company. The Company shall not be required to
indemnify  any  director or officer  against any  proceeding  initiated  by such
person  unless (a) such  indemnification  is expressly  required by law, (b) the
proceeding  was  authorized  by the Board of Directors of the Company,  (c) such
indemnification  is provided by the Company in its sole  discretion  or (d) such
indemnification is required to be made under the By-Laws.


                                       21
<PAGE>

Rights to indemnification  under these By-Laws shall be deemed to be contractual
rights that may be modified  through  individual  contracts  with the  Company's
directors  and  officers.  No such  contracts  have  been made as of the date of
filing of this Form 10-SB.  These  rights  shall not be deemed  exclusive of any
other  rights  which  those  indemnified  may have or later  acquire  under  any
statute, provision of the Articles of Incorporation,  provision of the By- Laws,
agreement,  vote of stockholders,  or otherwise.  These rights shall continue to
one who has ceased to be a director or officer and shall inure to the benefit of
the heirs, executors, and administrators of such a person.

PART F/S

FINANCIAL STATEMENTS
<TABLE>
<S>                                                                          <C>
TABLE OF CONTENTS
INDEPENDENT AUDITOR'S REPORT                                                 F-1
BALANCE SHEET                                                                F-2
STATEMENT OF OPERATIONS                                                      F-3
STATEMENT OF STOCKHOLDERS' EQUITY                                            F-4
STATEMENT OF CASH FLOWS                                                      F-5
NOTES TO FINANCIAL STATEMENTS                                                F-6
</TABLE>

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

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Baxtrom & Associates, Inc.
Las Vegas, Nevada

We have audited the accompanying balance sheet of Baxtrom & Associates,  Inc. (a
development  stage company) as of December 31, 2000, and the related  statements
of operations,  changes in stockholders'  equity  (deficit),  and cash flows for
each of the two years in the period  ended  December 31, 2000 and for the period
from July 16, 1998 (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 Baxtrom & Associates,  Inc. as
of December 31, 2000,  and the results of its  operations and its cash flows for
each of the years in the two year  period  ended  December  31, 2000 and for the
period from July 16, 1998  (inception) to December 31, 2000, in conformity  with
generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  is in the  development  stage  and has not  commenced
operations.  Its ability to continue as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital,  and/or  achieve  profitable
operations.  These  conditions  raise  substantial  doubt  about its  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of these uncertainties.


Braverman & Company, P.C.
Prescott, Arizona
March 31, 2001


                                      F-1

                                       22
<PAGE>



                           BAXTROM & ASSOCIATES, INC.
                         ( a Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         MARCH 31,  DECEMBER 31,
                                                           2001         2000
                                                        ----------   -----------
                                                        (unaudited)
                                     ASSETS
<S>                                                     <C>          <C>
TOTAL ASSETS                                            $        -   $         -
                                                        ==========   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                    (DEFICIT)

CURRENT LIABILITIES
     Shareholder advances                               $    6,515   $     5,555
                                                        ----------   -----------
             Total Current Liabilities                       6,515         5,555
                                                        ----------   -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

     Common stock, par value $.001, 25,000,000 shares
          authorized, 1,000,000 issued and outstanding       1,000         1,000
     Paid-in capital                                         1,800         1,800
    (Deficit) accumulated during the development stage      (9,315)       (8,355)
                                                        ----------   -----------
             Total Stockholders' Equity (Deficit)           (6,515)       (5,555)
                                                        ----------   -----------
                                                        $        -   $         -
                                                        ==========   ===========
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                      F-2

                                       23
<PAGE>

                           BAXTROM & ASSOCIATES, INC.
                         ( a Development Stage Company)
                                  STATEMENTS OF
                                   OPERATIONS
<TABLE>
<CAPTION>
                                                                                               Cummulative
                                                                                                   from
                                                                                                July 16,
                                                                                             1998(Inception)
                                         For the Three Months Ended    For the Years Ended           to
                                                 March 31,                  December              March 31,
                                         --------------------------  -------------------------
                                          2001              2000          2000         1999         2001
                                         -----------   -----------   -----------    ----------   ---------
<S>                                      <C>           <C>           <C>            <C>          <C>
REVENUE                                  $         -   $         -   $         -    $        -   $       -
                                         -----------   -----------   -----------    ----------   ---------
EXPENSES:
   General and administrative                    960           960         2,985         2,985       9,315
                                         -----------   -----------   -----------    ----------   ---------
             Total Expenses                      960           960         2,985         2,985       9,315
                                         -----------   -----------   -----------    ----------   ---------
NET (LOSS)                               $      (960)  $      (960)  $    (2,985)   $   (2,985)  $  (9,315)
                                         -----------   -----------   -----------    ----------   ---------
NET (LOSS) PER COMMON SHARE-Basic               *             *             *             *
                                         ===========   ===========   ===========    ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING               1,000,000     1,000,000     1,000,000     1,000,000
                                         ===========   ===========   ===========    ==========
*Less than $.01 per share
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                      F-3

                                       24
<PAGE>


                           BAXTROM & ASSOCIATES, INC.
                         ( a Development Stage Company)
                            STATEMENTS OF CHANGES IN
                         STOCKHOLDERS' EQUITY (DEFICIT)
                        FOR THE PERIOD FROM JULY 16, 1998
                                   (INCEPTION)
                                TO MARCH 31, 2000
<TABLE>
<CAPTION>

                                                                                       (Deficit)
                                                                                      Accumulated
                                                                                      During the
                                                 Common Stock            Paid-in     Development
                                              Shares        Amount       Capital         Stage      Total
                                           ---------     ---------     ---------      ---------  --------
<S>                                           <C>           <C>            <C>           <C>         <C>
(audited)
Balances, at inception                             -     $       -     $       -    $        -   $      -
Proceeds from sale of common
  stock at $.01 per share                    200,000           200         1,800                    2,000
Proceeds from sale of common
  stock  At $.001 per share                  800,000           800                                    800
  Net (loss) for the period                                                             (2,385)    (2,385)
                                           ---------     ---------     ---------      --------   --------
Balances, December 31, 1998                1,000,000         1,000         1,800       (2,385)        415
                                           ---------     ---------     ---------      --------   --------
  Net (loss) for the year                                                               (2,985)    (2,985)

Balances, December 31, 1999                1,000,000         1,000         1,800        (5,370)    (2,570)
  Net (loss) for the year                                                               (2,985)    (2,985)
                                           ---------     ---------     ---------      --------   --------
Balances, December 31, 2000                1,000,000         1,000         1,800        (8,355)    (5,555)
(unaudited)

  Net (loss) for the three months
   ended March 31, 2001                                                                   (960)      (960)
                                           ---------     ---------     ---------      --------   --------
Balances, March 31, 2001                   1,000,000    $    1,000      $  1,800      $ (9,315)  $ (6,515)
                                           =========     =========     =========      ========   ========

</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-4

                                       25
<PAGE>



                           BAXTROM & ASSOCIATES, INC.
                         ( a Development Stage Company)
                                  STATEMENTS OF
                                   CASH FLOWS
<TABLE>
<CAPTION>
                                                                                             Cummulative
                                                                                                 from
                                                                                                July 16,
                                                                                                  1998
                                                                                               (Inception)
                                          For the Three Months Ended      For the Years Ended       to
                                                    March 31,                  December 31,      March 31,
                                           -----------------------    ------------------------  ---------
                                              2001          2000          2000          1999       2001
                                           ---------     ---------     ---------      --------   --------
<S>                                            <C>           <C>           <C>           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss) from operations             $    (960)    $    (960)    $  (2,985)    $  (2,985)  $ (8,355)
    Adjustments to reconcile net (loss) to net
      cash used by operating activities:
           Changes in:
                   Shareholder advances          960           960         2,985         2,985      5,555
                                           ---------     ---------     ---------      --------   --------
Net Cash (Used) by
Operating Activities                               -             -             -             -     (2,800)
                                           ---------     ---------     ---------      --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock                                                                  2,800
                                           ---------     ---------     ---------      --------   --------
Net Cash From Financing Activities                 -             -             -             -      2,800
                                           ---------     ---------     ---------      --------   --------
NET INCREASE IN CASH                               -             -             -             -          -

CASH, beginning of period                          -             -             -             -          -
                                           ---------     ---------     ---------      --------   --------
CASH, end of period                        $       -     $       -     $       -      $      -   $      -
                                           =========     =========     =========      ========   ========
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-5

                                       26
<PAGE>

                           BAXTROM & ASSOCIATES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

Baxtrom & Associates, Inc. (the Company), is in the development stage as defined
in  Financial  Accounting  Standards  Board  Statement  No.  7.  It is a  Nevada
corporation,  formed July 16, 1998. Since inception it has had no operations and
is presently in the process of filing a Form 10-SB.  The Company's  objective is
to merge with a company whose operations will be sufficient to sustain cash flow
and profitable operations. Its year-end is December 31.

Going Concern

The Company's 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.  The  Company's  ability to
continue in existence is dependent on its ability to develop  additional sources
of capital,  locate and merge with a  profitable  merger  candidate,  or achieve
profitable operations. Management's plan is to become a reporting company, which
will  enhance  its ability to pursue the  acquisition  of a viable  entity.  The
accompanying  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards No. 109. Under this method, deferred
income taxes are recorded to reflect the tax  consequences  in future periods of
temporary  differences between the tax basis of assets and liabilities and their
financial amounts at year-end.

For income tax purposes,  substantially all deductible expenses incurred to date
must be  deferred  until the  Company  commences  business  and then they may be
charged against  operations  over a 60-month period or permanently  capitalized.
Since the  Company is not in  business  as of  December  31,  2000,  accumulated
deductible  expenses  incurred since  inception of $8,355,  resulted in a $1,671
deferred  tax asset.  A valuation  allowance of $1,671 has been  provided  since
there is no assurance of future  taxable  income.  Tax deductible  losses,  when
provided, can be carried forward for 20 years until utilized.

Earnings (loss) Per Common Share

Loss per common share has been calculated based upon the weighted average number
of common shares  outstanding during the period in accordance with the Statement
of Financial  Accounting  Standards Statement No. 128, "Earnings per Share". For
loss per share and financial  presentation purposes, all shares outstanding were
considered  issued at inception of the Company,  although the certificates  were
not  transferred  as of December 31,  2000,  to the  original  shareholders  who
acquired them.

                                       F-6

                                       27
<PAGE>

                           BAXTROM & ASSOCIATES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates in the Preparation of Financial Statements

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

NOTE 2 - OPERATING EXPENSES

Operating  expenses since inception  include amounts incurred by the Company for
management services, office expenses,  filing, resident agent and auditing fees.
Since the  Company  has  never  maintained  a bank  account,  all such  expenses
incurred to date have been paid by the principal  shareholder using the proceeds
received from the sale of the 1,000,000  shares of the Company's common stock of
$2,800.

NOTE 3- COMMITMENTS

In connection with the proposed filing of a Form 10-SB,  the Company has and may
incur  other  fees and costs in 2001 prior to its  completion.  Since the filing
does not  include  the sale of  additional  securities,  all costs and  expenses
incurred are being charged to operations as incurred.

                                       F-7

PART III
<TABLE>
<S>                                         <C>
Item 1.                                     Index to Exhibits.

Exhibit 1.                                  Articles of Incorporation.

Exhibit 2.                                  Bylaws.
</TABLE>
SIGNATURE

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereto duly authorized.

Baxtrom & Associates, Inc.
(Registrant)

Date:  May 14, 2001

By: /s/Kevin Ericksteen
-----------------------
Kevin Ericksteen
President and Director


                                       28
<PAGE>