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

                                   FORM 10-KSB

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


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

(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


Commission File number              000-32123
                       -------------------------------------------

                               Desert Mining, INC.
                              ---------------------
               (Exact name of registrant as specified in charter)

         Nevada                                                87-0664962
---------------------------------------------          -------------------------
State or other jurisdiction of incorporation          (I.R.S. Employer I.D. No.)
or organization

 1981 East  Murray  Holiday  Road  ,  Salt Lake City, Utah            84117
----------------------------------------------------------        -------------
(Address of principal executive offices)                            (Zip Code)

Issuer's telephone number, including area code        801-272-9294
                                               -------------------------------

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

Title of each class                    Name of each exchange on which registered
       None                                            None
--------------------                  ------------------------------------------

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

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

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

                                    Page -1-

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this Form 10-KSB or any amendment to this Form 10-KSB.  [  ]

State issuer's revenues for its most recent fiscal year:  $   -
                                                           ---------

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specified date within the past 60 days.

At December 31,  2000,  the  aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of December  31,  2000,  the  registrant  had 785,000  shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g.,  part I, part II,  etc.) into which the  document  is
incorporated:  (1) Any annual report to security holders; (2) any proxy or other
information statement;  and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None

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                                TABLE OF CONTENTS

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PART I
                                                                            Page

ITEM 1.      DESCRIPTION OF BUSINESS                                          4

ITEM 2.      DESCRIPTION OF PROPERTIES                                        8

ITEM 3.      LEGAL PROCEEDINGS                                                8

ITEM 4.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                8

PART II

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         8

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       10

ITEM 7.      FINANCIAL STATEMENTS                                            10

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE                                        10

PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT              11

ITEM 10.     EXECUTIVE COMPENSATION                                          13

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
             AND MANAGEMENT                                                  14

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  15

PART IV

ITEM 13.     EXHIBITS                                                        15

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                         ITEM 1. DESCRIPTION OF BUSINESS

--------------------------------------------------------------------------------


History and Organization

The  Company was  incorporated  under the laws of the State of Nevada on June 6,
1979 with authorized  common stock of 2,500 shares with a par value of $0.25. On
November 3, 2000 the  authorized  capital  stock was  increased  to  100,000,000
shares with a par value of $0.001.

On November 28, 2000 the Company completed a forward common stock split of eight
shares for each outstanding  share.  This report has been prepared showing after
stock split shares with a par value of $.001 from inception.

The Company  became  inactive  after 1989 and has since been in the  development
stage and has been  engaged  in the  activity  of  seeking  profitable  business
opportunities.

Business.

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  properties or businesses to acquire,  the Company has had no
business  operations since inception.  To the extent that the Company intends to
continue  to seek the  acquisition  of assets,  property  or  business  that may
benefit the Company and its  stockholders,  it is  essentially  a "blank  check"
company.  Because  the  Company has  limited  assets and  conducts no  business,
management  anticipates  that any such  acquisition  would  require  it to issue
shares of its common stock as the sole  consideration for the acquisition.  This
may result in substantial  dilution of the shares of current  stockholders.  The
Company's  Board of  Directors  shall  make the final  determination  whether to
complete any such  acquisition;  the approval of stockholders will not be sought
unless  required by  applicable  laws,  rules and  regulations,  its Articles of
Incorporation  or Bylaws,  or contract.  The Company makes no assurance that any
future enterprise will be profitable or successful.

     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business or company.  The Company  does not intend to restrict its search
to any particular business or industry,  and the areas in which it will seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely  limited,  and may be  restricted  to entities who desire to
avoid what  these  entities  may deem to be the  adverse  factors  related to an
initial public  offering  ("IPO").  The most prevalent of these factors  include
substantial  time  requirements,  legal and accounting  costs,  the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the  inability to obtain the  required  financial  statements  for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting to between 80 and 95 percent of the outstanding  shares of the Company
following the completion of any such  transaction;  accordingly,  investments in
any such private  entity,  if available,  would be much more  favorable than any
investment in the Company.

                                    Page -4-

<PAGE>




     In the event that the Company  engages in any  transaction  resulting  in a
change of control of the  Company  and/or the  acquisition  of a  business,  the
Company will be required to file with the  Commission  a Current  Report on Form
8-K within 15 days of such  transaction.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired,  as well as pro
forma financial  information  consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors  which are  difficult,  if not  impossible,  to properly  or  accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel  of the entity  sponsoring  any business  opportunity  afforded to the
Company,  visit and inspect material facilities,  obtain independent analysis or
verification  of  information   provided  and  gathered,   check  references  of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may be limited.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed  business  ventures  will  be made  available  to it  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such individuals.

     Although the Company has not identified any potential  acquisition  target,
the possibility  exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership interest. Current Company policy does

                                    Page -5-

<PAGE>



not  prohibit  such  transactions.  Because  no such  transaction  is  currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

Principal Products and Services.

     The  limited  business  operations  of the  Company,  as now  contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the  Company  are to  manage  its  current  limited  assets  and to seek out and
investigate the  acquisition of any viable business  opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.

Distribution Methods of the Products or Services.

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.

     None; not applicable.

Competitive Business Conditions.

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the  competitive  position of the Company or any other  entity in the
strata of these endeavors;  however, the Company, having limited assets and cash
reserves,  will no doubt be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed  IPO's,  have significant cash resources
and have recent operating  histories when compared with the complete lack of any
substantive operations by the Company for the past several years.

Sources and Availability of Raw Materials and Names of Principal Suppliers.

     None; not applicable.

Dependence on One or a Few Major Customers.


                                    Page -6-

<PAGE>



     None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

Research and Development.

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

Number of Employees.

     None.





                                    Page -7-

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--------------------------------------------------------------------------------

                        ITEM 2. DESCRIPTION OF PROPERTIES

--------------------------------------------------------------------------------


The Company's does not  own any property


--------------------------------------------------------------------------------

                            ITEM 3. LEGAL PROCEEDINGS

--------------------------------------------------------------------------------


None.


--------------------------------------------------------------------------------

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

--------------------------------------------------------------------------------


       On November 3, 2000, the shareholders of the Company at a special meeting
of shareholders approved a number of items including: (1) the re-election of Kim
Christensen and Susan Johnson as directors,  (2) an amendment to the Articles of
Incorporation   changing  the   authorized   capital  to  one  hundred   million
(100,000,000)  shares  of common  stock  with a par value of $0.001 (1 mill) per
share and providing  for an two hundred to one forward split of the  outstanding
shares,  and (4)  amending the Articles of  Incorporation  in various  respects,
including  a change of name of the  corporation.  The vote as to all matters was
1630 shares  (70% of the  outstanding)  in favor,  -0- shares  against,  and -0-
shares abstaining.




                                     PART II


--------------------------------------------------------------------------------

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

--------------------------------------------------------------------------------


Market Information

     There is no  "public  market"  for shares of common  stock of the  Company.
Although the  Company's  shares has applied to have its shares quoted on the OTC
Bulletin Board of the National  Association of Securities  Dealers, no assurance
can be given that the application  will be accepted and, even if accepted,  that
any public market for the Company's shares will develop or be maintained.

       The  ability of an  individual  shareholder  to trade  their  shares in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to  trade  in that  state.  Presently,  the  Company  has no plans to
register its securities in any particular state. Further, most likely the

                                    Page -8-

<PAGE>



Company's  shares will be subject to the  provisions  of Section  15(g) and Rule
15g-9 of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1)  incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the  Company's  shares are deemed to be a penny stock,  trading in the shares
will be subject to additional sales practice requirements on broker- dealers who
sell penny stocks to persons other than  established  customers  and  accredited
investors,  generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk disclosure  document  relating to the penny stock market.  A broker- dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's  Common stock and may affect the
ability of shareholders to sell their shares.

Holders

     The number of record  holders of the Company's  common stock as of the date
of this report is  approximately  28. The Company's  transfer agent is Interwest
Transfer  Company,  Inc.,  1981 East Murray-  Holiday Rd., Salt Lake City,  Utah
84117

Dividends

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.

      In November of 2000,  in a private  transaction,  the Company sold 160,000
shares  each to Kim  Christensen  and  Susan  Johnson  to cover in order to fund
certain expenses of the Company. These transaction are deemed exempt pursuant to
Section 4(2) of the Act.






                                    Page -9-

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

--------------------------------------------------------------------------------


Overview

     The Company has not engaged in any material  operations or had any revenues
from operations since inception. The Company's plan of operation for the next 12
months  is to  continue  to  seek  the  acquisition  of  assets,  properties  or
businesses  that  may  benefit  the  Company  and its  stockholders.  Management
anticipates that to achieve any such acquisition,  the Company will issue shares
of its common stock as the sole consideration for such acquisition.


Liquidity and Capital Resources

As of December 31, 2000,  the Company had no assets to pay its  liabilities.  In
the past the Company has paid its expenses by selling shares of its common stock
to its officers and directors.  The Company anticipates that it will continue to
pay its expenses by contributions from its officers.

Results of Operations

The Company is a development  stage company and has had no operations during the
fiscal year ended December 31, 2000.


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                          ITEM 7. FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


The  financial  statements  of the Company are included  following the signature
page to this form 10-KSB.


--------------------------------------------------------------------------------

            ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE

--------------------------------------------------------------------------------


The Company has had no disagreements  with its certified public accountants with
respect to accounting practices or procedures of financial disclosure.









                                    Page -10-

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                                    PART III


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        ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

--------------------------------------------------------------------------------


General

The  following  table sets  forth  certain  information  regarding  the  current
directors and executive officers of the Company:

                                                             Position
Name              Age   Title                                Held Since

Kim Christensen    29   President and Director               6/6/2000

Susan Johnson      47   Secretary, Treasurer, and Director   6/6/2000

All  directors  hold office until the next annual  meeting of  stockholders  and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  As of the date  hereof,  no  director  has  accrued  any  expenses  or
compensation. Officers are appointed annually by the Board of Directors and each
executive  officer  serves  at the  discretion  of the Board of  Directors.  The
Company does not have any standing committees at this time.

         No director,  Officer, affiliate or promoter of the Company has, within
the past five years,  filed any bankruptcy  petition,  been convicted in or been
the  subject of any  pending  criminal  proceedings,  or is any such  person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.

         The business  experience of each of the persons listed above during the
past five years is as follows:

Kim Christensen: Director and President

         Ms. Christensen graduated from Olympus High School in 1989 and attended
Salt Lake Community  College from 1989 through 1990 for an Associates  degree in
business.  From  1990 to 1992  she  worked  as a  secretary  for a  construction
company.  From 1993 to 1999 she worked as a  secretary  for a  Certified  Public
Accountant  in Salt Lake City,  Utah.  Since then she has worked  part time as a
secretary to the CPA while devoting the rest of her time to her family and other
activities.

Susan Johnson: Director, Treasurer/Secretary

     Ms.  Johnson  graduated  from the  University  of Utah in 1972 with a B. S.
degree in business.  From 1973 to 1980 she was the assistant  manager for a Salt
Lake City based bank.  Since 1980 she has been a bank manager for a credit union
in the Salt Lake City area.




                                    Page -11-

<PAGE>



Compliance with Section 16(a) of the Exchange Act

Except as indicated below, to the knowledge of management,  during the past five
years, no present or former director,  executive  officer or person nominated to
become a director or an executive officer of the Company:

(1) filed a petition under the federal  bankruptcy laws or any state  insolvency
law, nor had a receiver,  fiscal agent or similar  officer  appointed by a court
for the business or property of such person,  or any partnership in which he was
a general partner at or within two years before the time of such filing;

(2) was  convicted  in a  criminal  proceeding  or named  subject  of a  pending
criminal proceeding (excluding traffic violations and other minor offenses);

(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily enjoining him from or otherwise limiting, the following activities:

              (i) acting as a futures commission  merchant,  introducing broker,
              commodity trading advisor,  commodity pool operator, floor broker,
              leverage  transaction  merchant,  associated  person of any of the
              foregoing,  or as an investment  advisor,  underwriter,  broker or
              dealer in  securities,  or as an  affiliate  person,  director  or
              employee of any investment  company,  or engaging in or continuing
              any conduct or practice in connection with such activity;

              (ii)  engaging in any type of business practice; or

              (iii) engaging in any activity in connection  with the purchase or
              sale of any  security  or  commodity  or in  connection  with  any
              violation  of  federal  or  state   securities   laws  or  federal
              commodities laws;

(4)  was the  subject  of any  order,  judgment,  or  decree,  not  subsequently
reversed,  suspended,  or vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

(5) was found by a court of competent  jurisdiction  in a civil action or by the
Securities  and  Exchange  Commission  to have  violated  any  federal  or state
securities  law,  and the  judgment  in such  civil  action  or  finding  by the
Securities  and  Exchange   Commission  has  not  been  subsequently   reversed,
suspended, or vacated.

(6) was found by a court of competent  jurisdiction  in a civil action or by the
Commodity  Futures Trading  Commission to have violated any federal  commodities
law, and the judgement in such civil action or finding by the Commodity  Futures
Trading Commission has not been subsequently reversed, suspended or vacated.

Since the Company ceased operations in 1989, the Company knows of no person, who
at any time  during  the  subsequent  fiscal  years,  was a  director,  officer,
beneficial  owner of more than ten percent of any class of equity  securities of
the  registrant  registered  pursuant to Section 12 ("Reporting  Person"),  that
failed to file on a timely basis any reports  required to be furnished  pursuant
to  Section  16 (a).  Based  upon a  review  of Forms 3 and 4  furnished  to the
registrant  under Rule 16a-3(d)  during its most recent fiscal year,  other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior years.

                                    Page -12-

<PAGE>



The following table sets forth as of December 31, 2000, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16(a) during the most recent fiscal year or prior years.

  Name                           Position                        Reports  Filed

 NONE


--------------------------------------------------------------------------------

                         ITEM 10. EXECUTIVE COMPENSATION

--------------------------------------------------------------------------------


Cash Compensation

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal years ended December 31, 2000, 1999, and 1998.

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans

None.

Pension Table
None.

Other Compensation
None

Compensation of Directors
None.

Termination of Employment and Change of Control Arrangement

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received from the Company, with respect to any person named in Cash Compensation
set out above  which  would in any way  result in  payments  to any such  person
because of his resignation,  retirement,  or other  termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company,  or a change in the person's  responsibilities  following a changing in
control of the Company.



--------------------------------------------------------------------------------

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

--------------------------------------------------------------------------------



                                    Page -13-

<PAGE>



The  following  table  sets  forth  certain  information  furnished  by  current
management  concerning  the  ownership  of  common  stock of the  Company  as of
December  31,  2000,  of (i) each  person who is known to the  Company to be the
beneficial owner of more than 5 percent of the Common Stock;  (ii) all directors
and  executive  officers;  and (iii)  directors  and  executive  officers of the
Company as a group:

Name and Address                        Amount and Nature of       Percent
Beneficial Owner                        Beneficial Ownership      of Class

Kim Christensen (Pres/Dir)                      160,000             20.4%
4085 No. 353 E
Salt Lake City, Utah 84108

Susan Johnson (Sec/Dir)                         160,000             20.4%
4085 No. 353 E
Salt Lake City, Utah 84108

Jack Turner                                      40,000              5.1%
2835 South 1300 East
Salt Lake City, Utah 84105

David Lee                                        40,000              5.1%
10383 So. 2400 W
Draper, Utah 84020

All officers and
directors as a group                            320,000             40.8%


--------------------------------------------------------------------------------

            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

--------------------------------------------------------------------------------


Transactions with Management and Others

Except as indicated below, and for the periods indicated, there were no material
transactions,  or series of similar  transactions,  since the  beginning  of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar  transactions,  to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any  security  holder  who  is  known  by the  Company  to own of  record  or
beneficially  more than 5% of any class of the Company's  common  stock,  or any
member of the immediate family of any of the foregoing persons, has an interest.

In November of 2000, in a private  transaction,  the Company sold 160,000 shares
each to Kim Christensen  and Susan Johnson in order to fund certain  expenses of
the Company.

Indebtedness of Management

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a party,  in which the amount  involved  exceeds  $60,000 and in which any
director  or  executive  officer,  or any  security  holder  who is known to the
Company to own of record or beneficially more than 5%

                                    Page -14-

<PAGE>



of any class of the  Company's  common  stock,  or any  member of the  immediate
family of any of the foregoing persons, has an interest.

Transactions with Promoters

There have no material  transactions  between the Company and its  promoters  or
founders.


--------------------------------------------------------------------------------

                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

--------------------------------------------------------------------------------


(a)  (1) Financial  Statements.  The following financial statements are included
     in this report:

<TABLE>
<CAPTION>


Title of Document                                                               Page
<S>                                                                           <C>
Report of Andersen, Andersen & Strong, Certified Public Accountants             18

Balance Sheets as of December 31, 2000                                          19

Statements of Operations for years ended December 31, 2000,  and 1999 and the   20
      period June 17, 1977 to December 31, 2000

Statements of Changes in Stockholders' Equity for the period June 17 1977
    to December 31, 2000                                                        21

Statements of Cash Flows for the years ended December 31, 2000, and 1999 and
    the period June 17, 1977 to December 31, 2000                               22

Notes to Financial Statements                                                   23
</TABLE>

(a)(2)  Financial  Statement   Schedules.   The  following  financial  statement
     schedules are included as part of this report:

None.

(a)(3) Exhibits.  The following  exhibits are included as part of this report by
     reference:

None.



                                    Page -15-

<PAGE>



--------------------------------------------------------------------------------

                                   SIGNATURES

--------------------------------------------------------------------------------



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

                                             Desert Mining, Inc.
                                             (Registrant)

Dated: 13th day of May, 2001                 By: s/ Kim Christensen
                                                 -------------------------------
                                                    Kim Christensen
                                                    President and Director



         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 indicated on the 13th day of May, 2001.


s/ Kim Christensen
Director and Chief Executive Officer



s/ Susan Johnson
--------------------------
Director and Treasurer

                                    Page -16-




<PAGE>



ANDERSEN ANDERSEN & STRONG, L.C.
--------------------------------
Certified Public Accountants and Business Consultants
                                                  941 East 3300 South, Suite 202
                                                      Salt Lake City, Utah 84106
                                                          Telephone 801 486-0096
                                                                Fax 801 486-0098


Board of Directors
Desert Mining, Inc.
Salt Lake City, Utah

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have  audited  the  accompanying  balance  sheet of  Desert  Mining,  Inc.  (
development  stage  company) at December 31, 2000 and the related  statements of
operations,  stockholders'  equity,  and cash flows for the years ended December
31, 2000,  and 1999 and the period June 6, 1979 (date of  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  balance  sheet  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 Desert Mining, Inc. at December
31,  2000 and the  results of  operations,  and cash  flows for the years  ended
December 31, 2000,  and 1999 and the period June 6, 1979 (date of  inception) to
December 31, 2000, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern.  The  Company  does  not  have the
necessary  working capital to service its debt and pursue its planned  activity,
which raises substantial doubt about its ability to continue as a going concern.
Management's  plans in regard to these  matters are  described in Note 4 . These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


ANDERSEN ANDERSEN & STRONG, L.C.

May 13, 2001
Salt Lake City, Utah




<PAGE>







                               DESERT MINING, INC.
                          ( Development Stage Company)
                                 BALANCE SHEETS
                                December 31, 2000

--------------------------------------------------------------------------------



ASSETS

CURRENT ASSETS

   Cash                                                       $   --
                                                              --------

   Total Current Assets                                       $   --
                                                              ========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                           $   --
                                                              --------

   Total Current Liabilities                                      --
                                                              --------


STOCKHOLDERS' EQUITY

   Common stock
        100,000,000 shares authorized, at $0.001 par value;
        785,000 shares issued and outstanding                      785

   Capital in excess of par value                               19,214

    Deficit accumulated during the development stage           (19,999)
                                                              --------

       Total Stockholders' Equity (Deficiency)                    --
                                                              --------

                                                              $   --
                                                              ========




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


<PAGE>



                               DESERT MINING, INC.
                          ( Development Stage Company)
                            STATEMENTS OF OPERATIONS
             For the Years Ended December 31, 2000, and 1999 and the
          Period June 6, 1979 (Date of Inception) to December 31, 2000

--------------------------------------------------------------------------------



                              Dec 31,          Dec 31,          Jun 16, 1977 to
                               2000              1999           Dec  31, 2000
                              ------           --------        --------------

REVENUES                   $   -             $     -          $     -

EXPENSES                       8,374             -                 19,999
                              ------       ------------          ----------

NET LOSS                    $ (8,374)     $      -                $(19,999)
                              =======       ===========            ========




NET LOSS PER COMMON
   SHARE

   Basic                 $    (.02)       $     -
                           ----------       -----------



AVERAGE  OUTSTANDING
    SHARES

     Basic                    529,000           465,000
                              -------           -------













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


<PAGE>
<TABLE>
<CAPTION>



                               DESERT MINING, INC.
                          ( Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  Period from June 6, 1979 (Date of Inception)
                              to December 31, 2000

------------------------------------------------------------------------------------------------------------------------------------


                                                                                               Capital in
                                                             Common Stock                      Excess of             Accumulated
                                                     Shares                  Amount            Par Value             Deficit
<S>                                                 <C>              <C>                    <C>                <C>
Balance June 6,  1979 (date of inception)                -              $      -           $        -          $         -

Issuance of common stock for services                  340,000                  340                8,160                 -
   at $.025 - 1988

Net operating loss for the year ended
    December 31, 1988                                     -                     -                     -                ( 8,500)

Issuance of common stock for cash
    at $.025 - 1989                                    125,000                  125                3,000                 -

Net operating loss for year ended
    December 31, 1989                                   -                     -                      -                 ( 3,125)

                                                      -------                  ---                ------              -------

Balance December 31, 1999                              465,000                  465                11,160              (11,625)
Issuance of common stock for cash
    at $.125 - related parties
 November 28, 2000                                     320,000                  320                 7,680                  -

Contributions to capital by  related
parties -expenses - 2000                                 -                      -                     374                  -

Net operating loss for the year ended
   December 31, 2000                                     -                      -                   -                  ( 8,374)
                                                       -------                  ---                ------              -------



Balance December  31, 2000                             785,000                $ 785              $ 19,214            $ (19,999)
                                                       =======                  ===                ======              ========


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

</TABLE>





<PAGE>
<TABLE>
<CAPTION>




                               DESERT MINING, INC.
                          ( Development Stage Company)
                             STATEMENT OF CASH FLOWS
             For the Years Ended December 31, 2000, and 1999 and the
          Period June 6, 1979 (Date of Inception) to December 31, 2000

--------------------------------------------------------------------------------------


                                                                           Jun 16, 1982
                                                    Dec 31,      Dec 31,    to Dec 31,
                                                      2000        1999       2000
                                                   --------    --------   --------
<S>                                               <C>           <C>      <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                        $ (8,374)   $   --     $(19,999)


       Adjustments to reconcile net loss to
       net cash provided by operating activities

      Contributions to capital - expenses               374        --          374


          Net Cash Used in Operations                 8,000        --      (19,625)
                                                   --------    --------   --------

CASH FLOWS FROM INVESTING
   ACTIVITIES
                                                        --         --         --
                                                   --------    --------   --------

CASH FLOWS FROM FINANCING
   ACTIVITIES

       Proceeds from issuance of common stock
                                                      8.000        --       19,625
                                                   --------    --------   --------

   Net Increase (Decrease) in Cash                     --          --         --

   Cash at Beginning of Period                         --          --         --
                                                   --------    --------   --------

   Cash at End of Period                           $   --      $   --     $   --
                                                   ========    ========   ========


NON CASH FLOWS FROM OPERATING ACTIVITIES

    Contributions to Capital- Expenses                         $    374
                                                               --------











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

</TABLE>

<PAGE>



                               DESERT MINING, INC.
                          ( Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


1.     ORGANIZATION

The  Company was  incorporated  under the laws of the state of Nevada on June 6,
1979 with the name  Holidays of America,  Inc. with  authorized  common stock of
2,500  shares at no par value.  On  November  28,  2000 the name was  changed to
Desert Mining, Inc. and the authorized common stock was increased to 100,000,000
shares with a par value of $0.001 in  connection  with a forward  stock split of
two hundred shares for each outstanding share.

This report has been prepared  showing  after stock split shares from  inception
with a par value of $0.001.

The Company is in the development  stage and has been engaged in the activity of
seeking developmental mining properties however it became inactive after 1990.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

On December  31, 2000,  the Company had a net  operating  loss carry  forward of
$19,999.  The tax benefit from the loss carry forward has been fully offset by a
valuation  reserve  because the use of the future tax benefit is doubtful  since
the Company has no operations.  The net operating  loss will expire  starting in
2004 through 2022.

Basic and Diluted Net Income (Loss) Per Share

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes  antidilutive
and then only the basic per share amounts are shown in the report.








<PAGE>


                               DESERT MINING, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

--------------------------------------------------------------------------------


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be
their estimated fair values.

Comprehensive Income

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  RELATED PARTY TRANSACTIONS

Related parties have acquired 46 % of the common stock issued.

4.  GOING CONCERN

The  Company  intends to acquire  interests  in various  business  opportunities
which,  in the  opinion of  management,  will  provide a profit to the  Company,
however there is insufficient  working capital for any future planned  activity.
Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
equity  funding  and long term debt  which will  enable  the  Company to conduct
operations for the coming year.