<PAGE>

                                   UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                     FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000
-----------------------------------------------------------------------
                                       or

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

For the transition period from            to
                               ---------     ---------------------------
Commission File Number:       333-42975
-----------------------------------------------------------------------
                              RMX REIT, INC.
------------------------------------------------------------------------






              (Exact name of registrant as specified in its charter)
 WASHINGTON                                                 91-1869110
------------------------------------------------------------------------






(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification No.)
 4720 200th St SW, Suite 200, Lynnwood, WA 98036
------------------------------------------------------------------------------
(Address of principal executive offices)          (Zip Code)
         (425) 744-0386
------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
   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.                /X/Yes  / /No


      Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K (X)




<PAGE>
                           RMX REIT, INC.
       ANNUAL REPORT OF FORM 10-K FOR THE FISCAL YEAR ENDED
                        DECEMBER 31, 2000

                        TABLE OF CONTENTS
                                                                    PAGE

PART I
     Item 1:    Description of Business                               4

     Item 2:    Description of Property                               4

     Item 3:    Legal Proceedings                                     5

     Item 4:    Submission of Matters to Security Holders             5

PART II
     Item 5:   Market for Common Equity & Related Stockholders        5
               Matters

     Item 6:   Selected Financial Data                                6

     Item 7:   Management Discussion & Analysis                       6

     Item 8:   Financial Statements                                   8

     Item 9:   Changes in & Disagreements with Accountants on
               Accounting & Financial Disclosure                     16

PART III
     Item 10:   Directors & Executive Officers                       16

     Item 11:  Executive Compensation                                18

     Item 12:  Security Ownership of Certain Beneficial Owners and
               Management                                            18

     Item 13:  Certain Relationships and Related Transactions        18

PART IV

     Item 14:  Exhibits and Reports on 8-K                           20
<PAGE><PAGE>
                                PART I

ITEM 1     DESCRIPTION OF BUSINESS
Business Development and Description
RMX REIT, Inc., is a Washington State Corporation (referred to as the
"company") incorporated June 19, 1997. The company had not issued any stock
prior to December 31, 1999.  Subsequent to December 31, 1999, the minimum
offering was sold in the first quarter of 2000.  As of December 31, 2000,
135,584 shares of common stock had been issued at $5.00 per share for a
capital contribution of $677,922.

The company intends to acquire,  manage, improve, maintain develop, hold and
dispose of income producing real property and to acquire, manage and dispose
of mortgage-collateralized financial instruments with the objective of earning
current income and obtaining
capital appreciation and capital preservaton on real property assets.  As of
December 31, 2000, the company has acquired $602,800 in notes receivable
collateralized by real estate.

The Board of Directors manages the company and establishes investment policies
and objectives, most of which have been incorporated into the company bylaws.

Borrowers and Competition
The primary competition in the Pacific Northwest for income producing
properties ranges from very large corporations, e.g. Sam Zell's Equity Office
Properties and Menlo Park, CA based Speiker Properties,  to individuals.
There is no shortage of investors who will purchase income producing property.
In addition, loans of the type contemplated to be purchased are also available
from a large number of Mortgage Companies and investment groups; several
finance companies, e.g. Associates Financial Services, Beneficial Financial
Services and Quality Mortgage, ITT Financial Services etc, and individual
investors who actively purchase interests in what is commonly referred to as
Mortgage Paper Securities. The yield expectation of these lenders is similar
to the yield expectations of the company.  The competition is financially
strong, stable and well funded.  The company believes it can effectively
compete because of its management team, and their experience in the industry.

ITEM 2     DESCRIPTION OF PROPERTY

The company's investment policy is to acquire loans receivable secured by real
property, also referred to as mortgage paper securities.  The company
acquires
mortgage paper securities that will yield annual interest between 10% to 14%,
in the range of between $25,000 to $150,000, amortized over 15 to 20 years
with a balloon payment due in 5 to 7 years, with an loan to value of not more
than 70% of appraised value.

The company also plans to acquire a portfolio of income producing property
that will yield a net return of between 14% to 18% yield to the investors.
The company plans to leverage its capital by borrowing at more favorable
rates, thus increasing the net yield to the investors.

At December 31, 2000, 100% of loans acquired are first liens on single or
multi-family residential properties.

<PAGE>
The company's by-laws sets the following maximum loan-to-value (LTV)
guidelines for the loans it acquires:

          SecurityMaximum LTV
            --------                            -----------
            Undeveloped land                         40%
          Productive farm land                     50%
            Substandard residential and
              commercial property                    60%
            Quality residential property             70%

ITEM 3     LEGAL PROCEEDINGS

The company is not presently involved, nor does it expect to be involved, in
any legal proceedings, except eviction and collection action.  Since the
company will be involved in renting property and purchasing loans secured by
real property, it will, by its very nature, always be involved in activities
to enforce collection against tenants who fail to pay the rent and borrowers
who fail to make payments when due.  Counsel for the company is of the opinion
that collection actions against tenants who are in default and on delinquent
loan accounts does not constitute pending or threatening litigation under
Financial Accounting Standards Board Opinion Number 5 (FASB 5) and is properly
categorized as routine litigation incidental to its business.

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The company holds quarterly meetings and provides quarterly reports to
shareholders no later than thirty days after the quarter end.  No matters were
submitted for a vote to security holders in 2000.

                             PART II

ITEM 5     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

There is no public market for the shares and such a market is not expected to
develop.  Investors have no right of redemption from the company and can not
expect the company to repurchase their stock. The company will attempt,
however, to assist the shareholder in their attempts to sell their stock by
providing the selling shareholder with the existing shareholder list and
advising the selling shareholder of any existing shareholders who have
expressed a desire to purchase more shares.  The company will offer a
matching
service for existing shareholders to sell their shares at the offering price
of $5.00 per share.

The company can delay the acceptance of new investor's funds as frequently as
necessary in the event funds from the sale of securities and to new investors
and loan payoffs exceed the ability of the company to invest the funds by
purchasing new loans or income producing properties.  Also, no individual may
own more than 9.8% of the shares issued by the company without the written
authorization from the Secretary and an opinion of Counsel in order to
protect
the IRC tax conduit status.

<PAGE>
The company allows shareholders to receive cash dividends or elect to reinvest
their quarterly dividends into new shares of stock and compound their
investment.  The shareholder may elect to change this election at any time
prior to the end of the quarter.  There is no policy that would prohibit a
shareholder from changing the election on a quarterly basis.

ITEM 6     SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year                    2000           1999
<C>                     <C>            <C>
REVENUE                  $ 52,973       $0
INCOME (LOSS)
OPERATIONS               $ 48,987       $0
TOTAL ASSETS             $680,454       $0
LONG TERM
OBLIGATIONS              $      0       $0
CASH DIVIDENDS
PER COMMON SHARE         $.50           $0
</TABLE>


ITEM 7     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Plan of Operation and Liquidity
Stock sales provided the source of funds to invest in loans receivable.  At
December 31, 2000, the company owned four notes receivable totaling
$602,800.
The interest rates on these notes range from 10% to 16%.

The interest received on the loans provided the funds necessary to pay the
expenses and make quarterly dividend distributions to shareholders.

Results of Operations and Financial Conditions
The year 2000 was company's first year of operation.  Income was earned from
interest received on notes receivable secured by real estate.  Income is
expected to increase as additional stock sales allow for the purchase of
additional notes receivable and real estate.

One of the company's primary objectives is to provide its shareholders with
quarterly dividend distributions.  The dividend distribution in 2000 was
$55,353, which represents a 10% rate of return, based on a share price of
$5.00, on the shareholder's investment.

Stock sold in 2000 totaled $645,396 or 129,079 shares.  Dividends reinvested
in stock totaled $32,526 or 6,505 shares.  Dividends reinvested amounted to
58.8% of total dividends in 2000.  The company expects that a significant
portion of the shareholders will continue to reinvest their dividends.





<PAGE>
Return on Assets, Equity, and Equity to Assets Ratio
The following net returns were realized during the year 2000, the first year
of operations:

<TABLE>
     <S>                                                  <C>
     Return on Assets                                     13.43%
      (Net income divided by average total assets)
     Return on Equity
      (Net income divided by average equity)              14.59%
     Equity to Assets
      (Average equity divided by average total assets)    92.03%
</TABLE>
Plan of Operation for Next Twelve Months
The company is committed to offer its stock for sale to the public for the
foreseeable future.  The company expects to fully invest all available funds
through the purchase of real estate and loans.  At present and in the
foreseeable future, the economy in the Pacific Northwest continues to expand.
Real estate values are increasing and therefore, the value of real estate
security remains strong.   The company forecasts a stable demand for its
investments, since the economy in the Puget Sound area remains strong.

The company expects that all of the proceeds from this offering will be
absorbed into income producing real property and loans secured by real
estate.  In the unlikely event the amount received from investors as a result
of this offering exceeds the ability of the company to invest, the Board of
Directors may direct the Secretary to delay acceptance of new investor's
funds
as necessary.

The company projects that investors will purchase, on average, five hundred
thousand dollars ($500,000) monthly in the second and subsequent quarters of
2001 until the offering is sold out.  The company intends to initiate future
offerings on a two year cycle.

The company has limited debt and is entirely capitalized through the sale of
its stock on the basis of $5.00 per share.

Uncertainties
Investment in the shares of the Company is subject to certain risks,
including, but not limited to, the fact the company has just begun operations
and has minimal operating results.  There is no assurance that the company can
purchase suitable income producing property to meet the investment
guidelines.
Market interest rates may rise and fall inconsistent with the company's
investment policy and objectives.  The result of the company operations will
depend on the availability of income producing real property and mortgage
backed securities to purchase.  There is no assurance that company will be
able to purchase an adequate number of qualified real estate and real estate
secured loans. The gross income will depend upon the nature, terms and
conditions in the rental and financial markets, which is impacted by the
fiscal and monetary policies of the United States Government and the Federal
Reserve Board, competition, regulation and other factors, none of which can
be
predicted with any certainty.<PAGE><PAGE>
ITEM 8     FINANCIAL STATEMENTS

     Index to Financial Statements as of December 31, 2000
                                                             Page

Independent Auditor's Report                                   9

Balance Sheets                                                10

Statements of Operations                                      11

Statements of Stockholders' Equity                            12

Statements of Cash Flows                                      13

Notes to financial statements                                 14<PAGE><PAGE>
                              (Letterhead)
                      INDEPENDENT AUDITORS' REPORT


To the Board of Directors
RMX Reit, Inc
Lynnwood, Washington



We have audited the accompanying balance sheet of RMX Reit, Inc., a
Washington Corporation, as of December 31, 2000 and 1999, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States.  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 RMX Reit, Inc. as of
December
31, 2000 and 1999, and the results of its operations and its cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States.



/s/ Peterson Sullivan PLLC
Seattle, Washington
February 19, 2001<PAGE><PAGE>
                               RMX Reit, Inc.
                               Balance Sheets
                          December 31, 2000 and 1999
<TABLE>
<CAPTION>

                                            2000               1999
                                           ---------         ---------
<S>                                      <C>             <C>
Assets
Cash                                       $   5,521         $     -
Interest receivable                            3,530
Notes receivable from related party          543,300
Other notes receivable                        59,500
Deferred costs of raising capital             68,603         $   49,223
                                           ---------          ---------
                                           $ 680,454         $   49,223
                                           =========         ==========

Liabilities and Stockholders' Equity

Dividends payable                          $   6,524         $     -
Due to CLS Financial Services, Inc.            2,374             49,223
                                           ---------         ----------
Total liabilities                              8,898             49,223

Common Stock, $5 par value 2,400,000
 shares authorized, 135,584 and no
 shares issued and in 2000 and 1999,
 respectively
677,922
Retained earnings (deficit)                   (6,366)
                                           ----------        -----------
                                             671,556
                                           ----------        -----------
                                           $ 680,454         $   49,223
                                           ==========        ===========
</TABLE>
See Notes to Financial Statements
                                                  <PAGE><PAGE>
                               RMX Reit, Inc.
                          Statements of Operations
                 For the Years ended December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                            2000               1999
                                           ---------         ---------
<S>                                      <C>             <C>
Revenues - Interest income                 $  52,973         $     -

General and administrative expenses            3,986
                                           ---------          ---------
Net Income                                 $  48,987         $     -
                                           =========         ==========
</TABLE>
See Notes to Financial
Statements

<PAGE>
                               RMX Reit, Inc.
                       Statements of Stockholders' Equity
                  For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>


                                    Common Stock                   Total
                               ------------------    Retained Stockholders'
                               Shares     Amount     Earnings     Equity
                              -------    -------     --------
-----------
<S>                              <C>        <C>       <C>         <C>
Balance, December 31, 1999
  and 1998         -       $    -      $   -         $    -

Issuance of common stock      129,079      645,396                   645,396

Net income                                             48,987         48,987
Dividends reinvested into
common stock                    6,505       32,526    (32,526)

Cash dividends paid and
  payable                                             (22,827)
(22,827)                               ---------    ---------
---------       --------

Balance, December 31, 2000   135,584     $ 677,922   $ (6,366)      $671,556
                             ========    =========   =========      =========
</TABLE>
See Notes to Financial Statements









<PAGE>
                               RMX Reit, Inc.
                           Statements of Cash Flows
                  For the Years Ended December 31, 2000 and 1999
<TABLE>
<CAPTION>

                                            2000               1999
                                           ---------         ---------
<S>                                      <C>             <C>
Cash flows from Operating Activities
  Net income                               $  48,987         $     -
  Adjustments to reconcile net income
    to net cash flows from operations
      Increase in interest receivable         (3,530)
                                           ---------          ---------

  Net cash flows from operating activities    45,457

Cash Flows from Investing Activity
  Issuance of notes receivable              (602,800)

Cash Flows from Financing Activities
  Issuance of common stock                   645,396
  Change in amount due
to                                                           CLS Financial
Services Inc.              (46,849)            49,223
  Increase in deferred costs
    of raising capital                        19,380            (49,223)
  Dividends paid to stockholders             (16,303)
                                           ----------        -----------

  Net cash flows from financing activities $ 562,864
                                           ----------        -----------
Net increase in cash and
balance, end of year                       $   5,521         $     -
                                           ==========        ===========
</TABLE>
See Notes to Financial Statements







<PAGE>
                           Notes to Financial Statements


Note 1. Organization and Significant Accounting Policies

Organization

RMX Reit, Inc. ("RMX") is incorporated under the laws of the State of
Washington. RMX is operating as a real estate investment trust ("REIT").  As
of December 31, 2000, RMX has issued common stock and acquired notes
receivable collateralized by real estate.

Cash

Cash consists of a money market savings account.  No interest or income taxes
were paid in 2000 and 1999.

Notes Receivable

Notes receivable are concentrated in the state of Washington.  All notes are
first mortgage loans secured by single family residential real estate.  Based
on the interest rates and terms of the notes recievable, fair value
approximates the value recorded in these financial statements.

Allowance for Losses

Any allowances for losses on notes receivable will include amounts for
estimated probable losses on receivables determined in accordance with the
provisions of Statement of Financial Accounting Standards No. 114,
"Accounting
by Creditors for Impairment of a Loan", as amended.  Specific allowances will
be established for delinquent receivables, as necessary.  Additionally, the
Company will establish allowances, based on prior delinquency and loss
experience, for currently performing receivables and smaller delinquent
receivables.   Allowances for losses will be based on the net carrying values
of the receivables, including accrued interest.

Deferred Costs of Raising Capital

As of December 30, 2000, RMX has paid $68,603 in costs associated with raising
capital.  These costs will be offset against funds raised from the release of
the prospectus.  Management believes all of these costs are costs associated
with raising capital (preparation of prospectus and related printing costs).

In 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 ("Reporting on the Costs of Start-Up Activities").
This statement requires costs associated with start-up activities and
organization costs be expenses as incurred.  It does not require costs of
raising capital to be expended. It became effective December 15, 1998.

Related Parties
RMX has common officers with CLS Financial Services, Inc. ("CLS") and Puget

<PAGE>
Sound Investment Services, Inc.  ("PSIG").  A CLS officer is a stockholder of
RMX.  PSIG is also a stockholder of RMX.  CLS and PSIG are active in the real
estate industry.

CLS provides facilities and certain office support functions to RMX at a cost
sharing allocation.  In addition, as of December 31, 2000 and 1999, CLS has
advanced RMX $2,374 and $49,223, respectively.  The advances from CLS have no
set repayment terms.

At December 31, 2000, there are three notes due from CLS for a total of
$543,300.  These bear interest at rates from 10% to 12%.  Interest income for
the CLS notes during 2000 totaled $20,604 and is included with interest
income
in these financial statements.

PSIG had a note payable to RMX for $590,000 which was repaid by December 31,
2000.  PSIG paid $27,458 in interest to RMX during 2000 on this note.

Loan Interest

Generally, interest on loans is recognized when earned using the interest
method.  Interest on loans is not recognized when loans become ninety days
delinquent.  Thereafter, no interest is taken into income unless received in
cash or until such time as the borrower demonstrates the ability to resume
payments.  Interest previously accrued but not collected is charged against
income at the time the loan becomes ninety days delinquent.

Earnings Per Share

Basic earnings per share is computed by dividing net earnings by the weighted
average number of common shares outstanding in the period.  Diluted earnings
per share takes into consideration common shares outstanding (computed under
basic earnings per share) and potentially dilutive common shares.  There were
no dilutive securities outstanding in 2000, so basic and diluted earnings per
share are the same.  Basic and diluted earnings per share were $0.45 for
2000.  The weighted average shares outstanding were 110,018.

Income Taxes
Operating as a REIT, RMX is allowed to pass earnings through to shareholders
without the earnings being taxed at the REIT level.  Income taxes are not
assessed at the REIT level provided it complies with various provisions in
the
Internal Revenue Code.

Dividends

It is the policy of RMX to distribute its earnings in cash and stock
reinvestment dividends to the stockholders.

RMX offers a dividend reinvestment program, which gives stockholders the
option of receiving dividends of cash or using dividends to purchase
additional shares of stock at par value.




<PAGE>
Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.

Notes 2. Notes Receivable

Principal payments to be received for the years ending December 31 are as
follows:


<TABLE>
                      <S>                 <C>
                      2001
$215,000
2003
213,000
2005
174,300
-----------

   $602,800
                                      ============
</TABLE>
<PAGE><PAGE>
ITEM 9     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None

                                PART III

ITEM 10     DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT

      The following persons are officers of the company and are also
members of the Board of Directors.
<TABLE>
<CAPTION>

Name                           Age      Title            City/State
------------------------------------------------------------------------------
<S>                            <C>     <C>              <C>
Gerald C. Vanhook*             52      President        Mill Creek, WA
Melvin L. Johnson*             43      Secretary        Edmonds, WA
Dr. Joseph Zimmer**            50      Director         Seattle, WA
Sue Cooper**                   55      Director         Everett, WA
Dr. G. Gordon Benjamin**       36      Director         Gig Harbor, WA
</TABLE>
*Denotes Officer who is a Director
**Denotes Outside Director


Gerald C. Vanhook is the President and Chief Executive Officer of the
company.
He is also the president of CLS.  He is and has been president of CLS since
its inception in 1990. Prior to that, Mr. Vanhook worked for CLS Mortgage,
Inc., in Spokane from February 1984 until November 1989, in which he was
responsible for acquiring and selling similar securities.  He has been
employed in several management positions with Consumer Financial Companies,
Mortgage Banks, and Credit Unions since 1969.

Melvin L. Johnson, is the Secretary and Chief Financial Officer of the
company.  He was formerly the Secretary. He has been employed in a variety of
banking positions with First Interstate Bank from 1981 to 1989.  He graduated
with a degree in Education from Central Washington University in 1980.  He
presently is the Vice President and a shareholder in CLS Financial Services,
Inc., the management company.  He has been with CLS since 1990.  He is also an
officer and shareholder of Puget Sound Investment Group, Inc., an affiliated
company.

Dr. Joseph Zimmer is an Outside Director.  He is a Seattle dentist and in
addition he teaches at the University of Washington.  He is an experienced
real estate investor and he is also experienced in other types of securities
such as stocks, bonds and limited partnerships.  Dr. Zimmer is married and has
resided in Seattle for most of his life.

Sue Cooper is an Outside Director.  She has nearly two decades of experience
in real estate backed securities and has been purchasing mortgage paper
securities for nearly ten years.  Ms. Cooper represents a number of retirement
plans for the purposes of investing capital.  She currently serves on the
Everett School Board and also holds a variety of leadership positions in
Seattle area charitable organizations.  Ms. Cooper graduated from the College
of Wooster in Wooster, Ohio and received her M.A. from Eastern Michigan
<PAGE>
University.  Ms. Cooper is married and resides in Everett, Washington.

Dr. G. Gordon Benjamin is an Outside Director.  He is a graduate of Washington
State University and the Wauwatosa School of Medicine in Wauwatosa,
Wisconsin.
He practices medicine as a cardiovascular radiologist with the firm of Tacoma
Radiology.  He is an experienced securities investor.  He is married and
resides in Tacoma, Washington.

Director Responsibilities
The company has incorporated the NASAA Statements of Policy regarding the
management of REITs into its bylaws.  Board members are referred to as
Trustees in the NASAA section regarding REITs.  The company and the
registration documents on file with the commission interchangeably refer to
the Trustees as Board Members.  A Board Member must have at least three years
of experience in financial markets.  The Bylaws require that a majority of
the
Board consist of independent directors.  A director is independent if he is
not, directly or indirectly, employed by the company or in any way affiliated
with CLS.

Independent Director Responsibilities
The independent directors are required to monitor the relationship of the
company with the management, to review and approve all forms of compensation
paid to subcontractors, to review the company's portfolio to insure all loans
and real estate comply with the company's investment objectives, to declare
quarterly dividends, to provide annual reports to the shareholders and provide
management direction regarding day to day operations of the company.

Board Member Compensation
The board members are expected to be compensated for attending regular
quarterly meetings at an amount deemed appropriate by the Board of Directors.
The Directors are not prohibited from being paid for attending meetings or
being reimbursed for out of pocket expenses, provided the payments are
approved by the full Board of Directors.

No Employees
There are no employees other than the President and the Secretary.  However,
the company expects to hire additional staff as necessary.

Involvement in Certain Legal Proceedings
The company, its officers and directors, its advisors and affiliates have not
filed a Petition in Bankruptcy or Insolvency of any kind.  No officer or
director has been convicted in a criminal proceeding or is subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses).  No officer or director is subject to any order, judgment or
decree that would limit his or her involvement in any type of business,
securities or banking activity.   No officer of director has been found to
have violated any federal or state securities or commodities law.  The
Securities Division of the Department of Financial Institutions in and for the
State of Washington did issue a Consent Order SDO 99-10 in Case Number 99-02-
045 revoking the effectiveness of a permit issued to CLS Financial Services to
sell debentures and suspending the Broker Dealer License to CLS and Gerald C.
Vanhook's securities salesperson license and conditioning exemptions on March
1, 1999.  The Department subsequently reissued all permist to CLS Financial

<PAGE>
Services, Inc. and Mr. Vanhook, under permit Q03792.  The consent order did
not cover this offering. On July 18, 2000, the Securities Division of the
Department of Financial Institutions renewed the registration by coordination
and issued another permit to sell these securities, permit C-59482.  The
present registration by coordinantion registered for $6,000,000 expires on
July 18, 2001, and is expected to be renewed for another year.

ITEM 11     EXECUTIVE COMPENSATION
The company's compensation of the officers and board of directors will be
discussed at future board meetings.  At present, no officer or director is
compensated.

ITEM 12     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table indicates the amount of shares of common stock owned by
the officers and those persons owning more than 5% of total shares.  All
shares were purchased for the offering price of five ($5.00) dollars per
share.  No outside director owns any beneficial interest in any shares of
common stock.
<TABLE>
<CAPTION>
                       Name & Address             Amount and Nature    Percent
                       Of Beneficial               of Beneficial         Of
Title of Class         Owner                     Ownership          Class
<S>              <C>                                 <C>              <C>
Common Stock     James Dobler                  21,681           15.99%
                 8825 NE 116th Place,
                 Kirkland, WA 98034
Common Stock(1)  Puget Sound Investment Group         40,089*          29.57%
                 4720 200th Street SW, #200
                 Lynnwood, WA 98037
Common Stock     Dan Roseta                           21,675           15.99%
                 9005 NE Juanita Lane
                 Kirkland, WA 98034
Common Stock     Gerald Vanhook & Lorrie Vanhook      33,004*          24.34%
                 4720 200th Street SW, #200
                 Lynnwood, WA 98037
</TABLE>

(1) Puget Sound Investment Group ("PSIG") is a Washington corporation owned
50% by Gerald and Lorrie Vanhook and 50% by Melvin and Deidre Johnson.

*Denotes Officers who are also Board Members.

ITEM 13     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
General
The company officers are also officers with CLS and its affiliates.  The
company also is co-located with CLS and its affiliates.  The company
contracts


for certain services with CLS to perform administration functionas as needed.
At December 31, 2000, CLS owed RMX $543,300 for three notes recievable.
Interest income of $20,604 from these notes was included in the 2000
financial

<PAGE>
statements.

PSIG had a note payable to RMX for $590,000 which was repaid before December
31, 2000.  PSIG paid $27,458 in interest to RMX during 2000 on this note.
Management Relationships
Property managers will be paid a fee from the collected rents on a contract by
property basis.  PSIG may also be paid such a fee.  Property managers are
generally paid 4% to 8% of the collected rents, depending on the property.
The company expects to retain the services of several property management
companies initially.  On loans originated by the company, CLS is paid a loan
acquisition fee from the loan proceeds that the borrower is responsible to
pay.  CLS is also paid a rate split and its affiliate PSRESG, is paid a
servicing fee to service the portfolio and collect on delinquent accounts.
PSIG is expected to manage some properties and any foreclosure process
involving company interests.

Legal Counsel and Other Experts
The legality of the stock issued herein and certain securities and income tax
matters have been passed on to Douglas M. O'Coyne, Sr., Attorney at Law.
Counsel is paid on an hourly basis.

The financial statements of the company will be audited by the accounting firm
of Peterson, Sullivan PLLC.  The auditors will be paid on an hourly basis.




<PAGE><PAGE>
ITEM 14     EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
The following exhibits are currently on file as part of the initial
registration and subsequent post effective amendments. Exhibits previously
filed are incorporated by reference as noted.

Exhibit
Number         Exhibit                                    Page
2      Plan of acquisition, reorganization, arrangement, liquidation,
or




       succession*
3      Articles of incorporation, by-laws*
4      Instruments defining the rights of security holders,
including
       indentures*
9      Voting Trust agreement*
10     Material contracts*
11     Statement recomputation of per share earnings*
12     Statement recomputation of ratios*
13     Annual report to security holders, Form 10-Q or quarterly report
to
       security holders*
16     Letter change in certifying accountant*
18     Letter change in accounting principles*
21     Subsidiaries of the registrant*
22     Published report regarding matters submitted to vote of
security
       holders*
23     Counsel of experts and counsel*
24     Power of Attorney*
27     Financial Data Schedule*
28     Information from reports furnished to state insurance
regulatory
       authorities*
99     Additional exhibits
* Items denoted by an asterisk have either been omitted or are not applicable.

Reports on Form 8-K
The company did not file any reports on Form 8-K in the year 2000.<PAGE><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.


RMX REIT, Inc.


/s/
---------------------------------         ---------------------------
Gerald C. Vanhook, President               Date


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



/s/
---------------------------------         ---------------------------
Gerald C. Vanhook, President               Date

/s/
---------------------------------         ---------------------------
Melvin L. Johnson, Secretary               Date

/s/
---------------------------------         ---------------------------
Dr. Joseph Zimmer, Outside Director        Date

/s/
---------------------------------         ---------------------------
Sue Cooper, Outside Director               Date

/s/
---------------------------------         ---------------------------
Dr. G. Gordon Benjamin, Outside Director   Date