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

                            FORM 10-KSB
(Mark One)
     [X]  Annual Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

           For the Fiscal Year Ended September 30, 2001

          Transition Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

                   Commission File Number   0-26067

                     EAGLES NEST MINING COMPANY
           (Name of small business issuer in its charter)

            Nevada                              87-0571300
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

       253 Ontario #1, P.O. Box 3303, Park City, Utah 84060
       (Address of principal executive offices) (Zip Code)

Issuer's telephone no.:  (435) 649-5060

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

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

     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.   Yes [X]    No

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B 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 this Form 10-KSB or any
amendment to this Form 10-KSB.   [ ]

     State the issuer's revenues for its most recent fiscal year.
$ -0-

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference  to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days.    $ 0

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

              Class                 Outstanding as of February 13, 2001
     Common Stock, $.001 par value              17,408,750


               DOCUMENTS INCORPORATED BY REFERENCE
                               NONE
Transitional Small Business Disclosure Format.   Yes     No [X]


                    EAGLES NEST MINING COMPANY

                        TABLE OF CONTENTS
                                                                          Page
                              PART I

Item 1.   Description of Business  . . . . . . . . . . . . . . .            3

Item 2.   Description of Property. . . . . . . . . . . . . . . .            9

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . .            9

Item 4.   Submission of Matter to a Vote of Security
          Holders. . . . . . . . . . . . . . . . . . . . . . . .            9

                             PART II

Item 5.   Market for Common Equity and Related
          Stockholder Matters. . . . . . . . . . . . . . . . . .           10

Item 6.   Management's Discussion and Analysis or
          Plan of Operation. . . . . . . . . . . . . . . . . . .           13

Item 7.   Financial Statements . . . . . . . . . . . . . . . . .           17

Item 8.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure . . . . . . . .           26

                             PART III

Item 9.   Directors, Executive Officers, Promoters and
          Control persons; Compliance with
          Section 16(a) of the Exchange Act. . . . . . . . . . .           26

Item 10.  Executive Compensation . . . . . . . . . . . . . . . .           29

Item 11.  Security Ownership of Certain Beneficial
          Owners and Management. . . . . . . . . . . . . . . . .           29

Item 12.  Certain Relationships and Related
          Transactions . . . . . . . . . . . . . . . . . . . . .           30

Item 13.  Exhibits and Reports on Form 8-K . . . . . . . . . . .           31

          SIGNATURES . . . . . . . . . . . . . . . . . . . . . .           32



                              PART I

Item 1.  Description of Business

Business Development

    Eagles Nest Mining Company (the "Company") was organized on
September 14, 1987, under the laws of the State of Idaho.  As set
forth in its Articles of Incorporation, the Company was created to
engage in the business of acquiring and developing mining claims
and prospecting, developing, processing and marketing all types of
mineral resources.  However, from the time of its inception the
Company has not engaged in significant business operations.
Presently, the Company is actively seeking potential operating
businesses and business opportunities with the intent to acquire or
merge with such businesses.  The Company is considered a
development stage company and its principal purpose is to locate and
consummate a merger or acquisition with a private entity.  Because of
the Company's current status having no assets and no operating history,
in the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's
current shareholders will experience substantial dilution and there
will be a probable change in control of the Company.

    In May of 1999 the Company voluntarily filed a registration
statement on Form 10-SB.  As a result of filing its registration
statement, the Company is obligated to file with the Commission
certain interim and periodic reports including an annual report
containing audited financial statements.  The Company intends to
continue to voluntarily file its periodic reports under the
Exchange Act in the event its obligation to file such reports is
suspended under applicable provisions of the Exchange Act. The
Company files its reports with the Commission electronically.  The
Commission maintains an Internet site that contains reports, proxy
and information statements, and other information regarding
issuers that file electronically.  The address of that site is
(http://www.sec.gov.).

    Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any merger or acquisition.  Thus, in the event
the Company successfully completes the acquisition of or merger
with an operating business opportunity, that business opportunity
must provide audited financial statements for at least the two most
recent fiscal years or, in the event the business opportunity has
been in business for less than two years, audited financial
statements will be required from the period of inception.  This
could limit the Company's potential target business opportunities
due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce
audited statements without undo time and expense.

    On July 31, 2001, the Company formed a corporation in Nevada
with the intent to move its domicile to Nevada. On November 8, 2001,
the Company implemented its change of domicile to Nevada by filing
Articles of Merger between the Idaho and Nevada Corporations.

    On November 6, 2001 the Company filed an amendment to its Articles
of Incorporation to change the authorized capitalization to 100,000,000
shares of Common Stock, par value $.001 per share.

    On November 5, 2001 the Board of Directors, by Unanimous Written
Consent of the Board of Directors, approved a resolution to forward split
the common stock of the Company on a 12.5 shares for 1 share basis.  The
Company set the effective date of the forward split at November 16, 2001.

    On January 15, 2002, the Board of Directors, by Unanimous Written
Consent of the Board of Directors, approved a resolution to replace the
principal independent accountant, Jack F. Burke, Jr.  The Company dismissed
Jack F. Burke, Jr. on January 15, 2002 and engaged H J & Associates, LLC as
its new independent accountants.


Business of Issuer

    The Company has a limited operating history and no
representation is made, nor is any intended, that the Company will
be able to carry on future business activities successfully.
Further, there can be no assurance that the Company will have the
ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.

    Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or
business opportunities.  The Company currently has no commitment or
arrangement, written or oral, to participate in any business
opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.

Sources of Business Opportunities

    Management of the Company intends to use various resources in
the search for potential business opportunities including, but not
limited to, the Company's officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present
management with unsolicited proposals.  Because of the Company's
lack of capital, it may not be able to retain on a fee basis
professional firms specializing in business acquisitions and
reorganizations.  Rather, the Company will most likely have to rely
on outside sources, not otherwise associated with the Company, that
will accept their compensation only after the Company has finalized
a successful acquisition or merger.  To date, the Company has not
engaged or entered into any discussion, agreement or understanding
with a particular consultant regarding the Company's search for
business opportunities. Company management has in the past
consulted with Williams Investment Co. ("Williams"), a consulting
company located in Salt Lake City, Utah.  Because there is no
agreement or understanding with Williams, the Company may use other
consultants if it so elects.  However, due to its past experience,
the Company may use the consulting and advisory services of
Williams.  Presently, no final decision has been made nor is
management in a position to identify any future prospective
consultants for the Company.

    If the Company elects to engage an independent consultant, it
will look only to consultants that have experience in working with
small companies in search of an appropriate business opportunity.
Also, the consultant must have experience in locating viable merger
and/or acquisition candidates and have a proven track record of
finalizing such business consolidations.  Further, the Company
would like to engage a consultant that will provide services for
only nominal up-front consideration and is willing to be fully
compensated only at the close of a business consolidation.

    The Company does not intend to limit its search to any
specific kind of industry or business.  The Company may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development.  Management cannot predict
at this time the status or nature of any venture in which the
Company may participate.  A potential venture might need additional
capital or merely desire to have its shares publicly traded.  The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.  Management believes
that the Company could provide a potential public vehicle for a private
entity interested in becoming a publicly held corporation without the
time and expense typically associated with an initial public offering.

Evaluation

    Once the Company has identified a particular entity as a
potential acquisition or merger candidate, management will seek to
determine whether acquisition or merger is warranted or whether
further investigation is necessary.  Such determination will
generally be based on management's knowledge and experience, or
with the assistance of outside advisors and consultants evaluating
the preliminary information available to them.  Management may
elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities.  However,
because of the Company's lack of capital it may not have the
necessary funds for a complete and exhaustive investigation of any
particular opportunity.

    In evaluating such potential business opportunities, the
Company will consider, to the extent relevant to the specific
opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial
requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition;
quality and experience of management; need for further research,
development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the
specific opportunity.

    Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity.  There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully.  Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.

Form of Potential Acquisition or Merger

    Presently, the Company cannot predict the manner in which it
might participate in a prospective business opportunity.  Each
separate potential opportunity will be reviewed and, upon the basis
of that review, a suitable legal structure or method of
participation will be chosen.  The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation.  The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.

    Because of the Company's current situation, having no assets
and a limited operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will be a probable
change in control of the Company.  Most likely, the owners of the
business opportunity which the Company acquires or merges with
will acquire control of the Company following such transaction.
Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather
management will attempt to negotiate the best possible agreement
for the benefit of the Company's shareholders.

    Management does not presently intend to borrow funds to
compensate any persons, consultants, promoters or affiliates in
relation to the consummation of a potential merger or acquisition.
However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the
Company to attempt to raise additional funds.  As of the date
hereof, the Company has not made any arrangements or definitive
agreements to use outside advisors or consultants or to raise any
capital.  In the event the Company does need to raise capital, most
likely the only method available to the Company would be the
private sale of its securities.  These possible private sales would
most likely have to be to persons known by the directors of the
Company or to venture capitalists that would be willing to accept
the risks associated with investing in a company with no current
operation.  Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender.  Management will attempt to acquire
funds on the best available terms for the Company.  However, there
can be no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms reasonable or acceptable to the
Company.  Although not presently anticipated, there is a remote
possibility that the Company could sell securities to its
management or affiliates.

    In the case of a future acquisition or merger, there exists a
possibility that a condition of such transaction might include the
sale of shares presently held by officers and/or directors of the
Company to parties affiliated with or designated by the potential
business opportunity.  Presently, management has no plans to seek
or actively negotiate such terms.  However, if this situation does
arise, management is obligated to follow the Company's Articles of
Incorporation and all applicable corporate laws in negotiating such
an arrangement.  Under this scenario of a possible sale by officers
and directors, it is unlikely that similar terms and conditions
would be offered to all other shareholders of the Company or that
the shareholders would be given the opportunity to approve such a
transaction.

    In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction.  The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company, the appropriate business
opportunity and the finder.  Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that
might be paid.  It is unlikely that a finder's fee will be paid to
an affiliate of the Company because of the potential conflict of
interest that might result.  If such a fee was paid to an
affiliate, it would have to be in such a manner so as not to
compromise an affiliate's possible fiduciary duty to the Company or
to violate the doctrine of corporate opportunity.  Further, in the
unlikely event a finder's fee was to be paid to an affiliate, the
Company would have such an arrangement ratified by the shareholders
in an appropriate manner.

    Presently, it is highly unlikely that the Company will acquire
or merge with a business opportunity in which the Company's
management, affiliates or promoters have an ownership interest.
Any possible related party transaction of this type would have to
be ratified by a disinterested Board of Directors and by the
shareholders.  Management does not anticipate that the Company will
acquire or merge with any related entity.  Further, as of the date
hereof, none of the Company's officers, directors, or affiliates or
associates have had any preliminary contact or discussions with any
specific business opportunity, nor are there any present plans,
proposals, arrangements or understandings regarding the possibility
of an acquisition or merger with any specific business opportunity.

Rights of Shareholders

    It is presently anticipated by management that prior to
consummating a possible acquisition or merger, the Company, if
required by relevant state laws and regulations, will seek to have
the transaction ratified by shareholders in the appropriate manner.
The Board of Directors will have the discretion to consummate a
business combination if relevant state law does not mandate
shareholder approval.  The Company intends to provide its
shareholders complete disclosure documentation concerning a
potential target business opportunity including the appropriate
audited financial statements of the target, if required.  This
information will be disseminated by proxy statement in the event a
shareholders' meeting is held, or by subsequent report to the
shareholders if the action is taken by the Board.


Competition

    Because the Company has not identified any potential acquisition
or merger candidate, it is unable to evaluate the type and extent of
its likely competition.  The Company is aware that there are several
other public companies with only nominal assets that are also
searching for operating businesses and other business opportunities
as potential acquisition or merger candidates.  The Company will be
in direct competition with these other public companies in its search
for business opportunities and, due to the Company's lack of funds,
it may be difficult to successfully compete with these other companies.

Employees

    As of the date hereof, the Company does not have any employees
and has no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business.  The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.

Facilities

    The Company is currently using as its principal place of
business the personal residence of its President located in Park
City, Utah.  Although the Company has no written agreement  and
pays no rent for the use of this facility, it is contemplated that
at such future time as the Company acquires or merges with an
operating business, the Company will secure commercial office space
from which it will conduct its business.  However, until such time
as the Company completes an acquisition or merger, the type of
business in which the Company will be engaged and the type of
office and other facilities that will be required is unknown.  The
Company has no current plans to secure such commercial office
space.

Industry Segments

    No information is presented regarding industry segments.  The
Company is presently a development stage company seeking a
potential acquisition of or merger with a yet to be identified
business opportunity.  Reference is made to the statements of
income included herein in response to Part F/S of this Form 10-KSB
for a report of the Company's operating history for the past two
fiscal years.


Item 2.  Description of Property

    The Company does not own any material property.


Item 3.  Legal Proceedings

    The Company is not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge,
against the Company has been threatened.


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

    There were no matters submitted to a vote of the security
holders during the year ended September 30, 2001.



                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

    The Company has made an application to have its Common Stock
traded in the over-the-counter market and quotations published on
the OTC Bulletin Board.  Its application has been finalized and a
trading symbol has been assigned.  The Company's trading symbol
is EGNM.

    Inclusion on the OTC Bulletin Board permits price quotations
for the Company's shares to be published by such service.  The
Company is not aware of any established trading market for its
common stock nor is there any record of any reported trades in the
public market in recent years.  The Company does not expect its
shares to be traded actively in the public market until such time
as a merger or acquisition can be consummated.  Also, secondary
trading of the Company's shares may be subject to certain state
imposed restrictions regarding shares of shell companies.  Except
for the application to the OTC Bulletin Board, there are no plans,
proposals, arrangements or understandings with any person
concerning the development of a trading market in any of the
Company's securities.  Because no current trading market has been
established for the Company's securities, no trading history is
presented herein.

    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 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.

    As of September 30, 2001 there were 33 holders of record of
the Company's common stock, which figure does not take into account
those shareholders whose certificates are held in the name of
broker-dealers or other nominees.  Because there has been no
established public trading market for the Company's securities, no
trading history is presented herein.

    As of September 30, 2001 the Company had 1,392,700 shares of
its common stock issued and outstanding.  As of the date hereof,
the Company has 17,408,750 shares of common stock issued and
outstanding, reflecting the stock split effected in November 2001.
In August 1997, the Company issued 12,500,000 shares of common stock
to J. Rockwell Smith for the purchase price of $5,000 cash.  The
funds were used to pay various payables including payments to
certain persons for prior services rendered to the Company.  Also,
in November 1997 the Company issued 1,125,000 shares of common stock
to two persons in exchange for services rendered to the Company.
No other shares of the Company's common stock have been issued
since 1997.

    Of the Company's total outstanding shares, 1,783,750 may be
sold, transferred or otherwise traded in the public market without
restriction, unless held by an affiliate or controlling shareholder
of the Company.  Of these 1,783,750 shares, the Company has not
identified any shares as being held by affiliates of the Company.

    A total of 15,625,000 shares are considered restricted
securities and are presently held by affiliates and/or principal
shareholders of the Company.

    Under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted
shares for at least one year, including any person who may be deemed
to be an "affiliate" as defined under the Act, is entitled to sell,
within any three-month period, an amount of shares that does not
exceed the greater of (i) the average weekly trading volume in the
security as reported through the automated quotation system of a
registered securities association, during the four calendar weeks
preceding such sale or (ii) 1% of the shares then outstanding.  A
person who is not deemed to be an "affiliate" and has not been an
affiliate for the most recent three months, and who has held
restricted shares for at least two years would be entitled to sell
such shares without regard to the resale limitations of Rule 144.

    Available corporate records indicate that the Company has not
previously filed a registration statement with the Commission.
In the absence of any evidence that the Company ever filed a
registration statement with the Commission or with any other agency
relating to the issuance of shares, it is concluded that all shares
were issued as restricted securities.  Available corporate records
indicate that all of the Company's issued and outstanding shares of
common stock were issued between 1987 and 1997 in various private,
isolated transactions.  The Company has relied upon the exemption
provided by Section 4(2) of the Act in the issuance of all of its
shares.  No private placement memorandum was used in relation to
the issuance of shares.

    In the absence of any evidence that the Company ever filed a
registration statement with the Commission or with any other agency
relating to the issuance of shares, it is concluded that all shares
were issued as restricted securities.  Available corporate records
do not detail the circumstances related to all issuances of the
Company's shares.  Therefore no conclusion can be made as to
whether such issuances were exempt from the registration
requirements of Section 5 of the Act, what exemption may have been
relied upon, or whether the issuances were subject to the
registration provisions of Section 5.

    The Company's stock transfer records indicate that three
shareholders acquired their shares in 1998 from existing
shareholders of the Company in private transactions  not part of a
public offering or distribution.  These transactions were exempt
from registration under the Act pursuant to the exemption provided
by Section 4(1) of the Act.

Dividend Policy

    The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future.  The Company currently intends to retain and invest future
earnings to finance its operations.

    On November 16, 2001 the Company's common stock was forward
split on a 12.5 shares for 1 share basis.  The forward split will
be treated as a stock dividend.


Item 6.  Management's Discussion and Analysis or Plan of Operation

    The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-KSB.

    The Company is considered a development stage company with no
assets or capital and with no significant operations or income
since its inception in 1987.  The costs and expenses associated
with the preparation and filing of its registration statement 1999
have been paid for by a shareholder of the Company.  It is
anticipated that the Company will require only nominal capital to
maintain the corporate viability of the Company and necessary funds
will most likely be provided by the Company's officers and
directors in the immediate future.  However, unless the Company is
able to facilitate an acquisition of or merger with an operating
business or is able to obtain significant outside financing, there
is substantial doubt about its ability to continue as a going
concern.

    In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger.  At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.

Plan of Operation

    During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures.  In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above.  Because the Company lacks funds, it may
be necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as a successful
business consolidation can be made.  Management intends to hold
expenses to a minimum and to obtain services on a contingency basis
when possible.  Further, the Company's directors will defer any
compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide
their remuneration.  However, if the Company engages outside advisors
or consultants in its search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.  As
of the date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants or to
raise any capital.  In the event the Company does need to raise
capital, most likely the only method available to the Company would be
the private sale of its securities.  Because of the nature of the
Company as a development stage company, it is unlikely that it could
make a public sale of securities or be able to borrow any significant
sum from either a commercial or private lender.  There can be no
assurance that the Company will be able to obtain additional funding
when and if needed, or that such funding, if available, can be obtained
on terms acceptable to the Company.

    The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis.  Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.

Net Operating Loss

    The Company has accumulated approximately $17,317 of net
operating loss carryforwards as of September 30, 2001, which may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards.  The
carry-forwards expire in the year 2021.  In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used.  No tax benefit has been reported in the financial
statements for the year ended September 30, 2001 because there is
a 50% or greater chance that the carryforward will not be used.
Accordingly, the potential tax benefit of the loss carryforward is
offset by a valuation allowance of the same amount.

Forward-looking and Cautionary Statements

    Forward-looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.  The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements.  Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following:  the ability of the Company to
search for appropriate business opportunities and subsequently
acquire or merge with such entity, to meet its cash and working
capital needs, the ability of the Company to maintain its existence
as a viable entity, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange
Commission.

Recent Accounting Pronouncements

    In June 1998, the Financial Accounting Standards Board, or FASB,
issued Statement of Financial Accounting Standards (SFAS) 133,
Accounting for Derivative Instruments and Hedging Activities.  The
new standard establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities.  It requires
companies to record derivatives on the balance sheet as assets or
liabilities, measured at fair value. Accounting for changes in the
values of those derivatives depends on the intended use of the
derivatives and whether they qualify for hedge accounting.  SFAS 133,
as amended by SFAS 137 and SFAS 138, was adopted as of April 1, 2001.
Management believes the adoption of this statement will have no material
impact on the Company's financial statements.

    In June 2001, the FASB issued SFAS 141, Business Combinations, and
SFAS 142, Goodwill and Other Intangible Assets. SFAS 141 requires that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001 as well as all purchase method business
combinations completed after June 30, 2001.  SFAS 141 also specifies
criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill,
noting that any purchase price allocatable to an assembled workforce may
not be accounted for separately.  SFAS 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized,
but instead tested for impairment at least annually in accordance with
the provisions of SFAS 142. SFAS 142 also requires that intangible
assets with estimatable useful lives be amortized over their respective
estimated useful lives to their estimated residual values, and reviewed
for impairment in accordance with SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of.  The Company adopted SFAS 141 upon issuance and SFAS 142 effective
April 1, 2001. The adoption of SFAS 141 and 142 did not affect the
financial statements.

    On August 16, 2001, the FASB issued SFAS No. 143, Accounting for
Asset Retirement Obligations, which is effective for fiscal years
beginning after June 15, 2002. It requires that obligations associated
with the retirement of a tangible long-lived asset be recorded as a
liability when those obligations are incurred, with the amount of the
liability initially measured at fair value. Upon initially recognizing
an accrued retirement obligation, an entity must capitalize the cost by
recognizing an increase in the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its present
value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an
entity either settles the obligation for its recorded amount or incurs
a gain or loss upon settlement. Although management has not completed
the process of determining the effect of this new accounting
pronouncement, it currently expects that the effect of SFAS No. 143 the
Company's financial statements, when it becomes effective, will not be
significant.

    In October 2001, the FASB issued SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets. Although SFAS 144 supersedes SFAS 121, it retains many of the
fundamental provisions of SFAS 121.  SFAS 144 also supersedes the
accounting and reporting provisions of Accounting Principles Board
Opinion No. 30, Reporting-the Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions, for the
disposal of a segment of a business. However, it retains the
requirement in APB 30 to report separately discontinued operations
and extends that reporting to a component of an entity that either has
been disposed of, by sale, abandonment, or in a distribution to owners,
or is classified as held for sale.  SFAS 144 is effective for fiscal
years beginning after December 15, 2001 and interim periods within those
fiscal years.  Management believes the adoption of SFAS 144 will not
have a significant effect on the Company's financial statements.


Item 7.  Financial Statements

    The Company's financial statements as of and for the fiscal
years ended September 30, 2001 and 2000 have all been examined to
the extent indicated in its report by HJ & Associates, LLC,
independent certified accountant, and have been prepared in accordance
with generally accepted accounted principles and pursuant to Regulation
S-B as promulgated by the Securities and Exchange Commission.  The
aforementioned financial statements are included herein in response
to Item 7 of this Form 10-KSB.




                    EAGLES NEST MINING COMPANY
                   (A Development Stage Company)

                      FINANCIAL STATEMENTS

                       September 30, 2001



                        C O N T E N T S


Independent Auditors' Report                                                3

Balance Sheet                                                               4

Statements of Operations                                                    5

Statements of Stockholders' Equity (Deficit)                                6

Statements of Cash Flows                                                    7

Notes to Financial Statements                                               8







                       INDEPENDENT AUDITORS' REPORT


Eagles Nest Mining Company
(A Development Stage Company)
Park City, Utah

We have audited the accompanying balance sheet of Eagles Nest Mining Company
(a development stage company) as of September 30, 2001, and the related
statements of operations, stockholders' equity (deficit), and cash flows for
the years ended September 30, 2001 and 2000 and from inception of the
development stage on September 14, 1987 through September 30, 2001. These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the 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 Eagles Nest Mining Company
(a development stage company) as of September 30, 2001, and the results of
its operations and its cash flows for the years ended September 30, 2001 and
2000 and from inception of the development stage on September 14, 1987
through September 30, 2001 in conformity with auditing standards generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 5 to the
financial statements, the Company is a development stage company with no
significant operating results, which raises substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Note 5.  The financial statements do not
include any adjustments that might result from the outcome of the
uncertainty.




HJ & Associates, LLC
Salt Lake City, Utah
January 22, 2002




                     EAGLES NEST MINING COMPANY
                    (A Development Stage Company)
                            Balance Sheet


                               ASSETS
<table>

                                                            <c>
                                                                September 30,
                                                                     2001
                                                                 -----------
CURRENT ASSETS

  Cash                                                           $         -
                                                                 -----------
    Total Current Assets                                                   -
                                                                 -----------
    TOTAL ASSETS                                                 $         -
                                                                 ===========



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES

  Accounts payable                                               $     2,000
  Due to stockholders (Note 3)                                        10,047
                                                                 -----------
    Total Current Liabilities                                         12,047
                                                                 -----------

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, $0.001 par value,
    100,000,000 shares authorized;
    17,408,750 shares issued and outstanding                           17,409
  Additional paid-in capital                                           18,311
  Deficit accumulated during the development stage                   (47,767)
                                                                 ------------
    Total Stockholders' Equity (Deficit)                             (12,047)
                                                                 ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $          -
                                                                 ============

</table>

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




                     EAGLES NEST MINING COMPANY
                    (A Development Stage Company)
                      Statements of Operations

<table>

                                <c>          <c>            <c>
                                                                    From
                                                                Inception on
                                                                September 14,
                                        For the Years Ended     1987 Through
                                            September 30,       September 30,
                                          2001         2000         2001
                                      -----------   -----------  -----------

REVENUES                              $         -   $         -  $         -
                                      -----------   -----------  -----------
OPERATING EXPENSES

  General and administrative                7,097         3,200       47,767
                                      -----------   -----------  -----------
    Total Operating Expenses                7,097         3,200       47,767
                                      -----------   -----------  -----------
OPERATING LOSS                             (7,097)       (3,200)     (47,767)
                                      -----------   -----------  -----------
NET LOSS                              $    (7,097)  $    (3,200) $   (47,767)
                                      ===========   ===========  ===========
BASIC LOSS PER SHARE (Note 1)         $     (0.00)  $     (0.00)
                                      ===========   ===========

</table>

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




                     EAGLES NEST MINING COMPANY
                    (A Development Stage Company)
              Statements of Stockholders' Equity (Deficit)

<table>

                                          <c>        <c>       <c>       <c>

Deficit

Accumulated
                                                   Additional
During The
                                                  Common Stock      Paid-In
Development
                                                  Shares  Amount     Capital
Stage
                                               ---------  ---------  ---------
---------
Beginning balance on September 14, 1987                -  $       -  $       -
$       -

Common stock issued to directors, for services,
  on September 17, 1987, at $0.008 per share.
  (Note 2)                                     3,750,000      3,750     26,250
-

Common stock issued for cash, on
  September 17, 1987, at $0.008 per share
  (Note 2)                                        27,500         28        192
-

Common stock issued for cash, on
  January 12, 1988, at $0.008 per share
  (Note 2)                                         6,250          6         44
-

Common stock issued to a director, for cash,
  on October 10, 1997, at $0.0004 per share
  (Note 2)                                    12,500,000     12,500     (7,500)
-

Common stock issued to directors, for services,
  on November 12, 1997, at $0.0004 per share
  (Note 2)                                     1,125,000      1,125       (675)
-

Net loss from inception, on September 14, 1987,
  to September 30, 1999                                -          -          -
(37,470)
                                               ---------  ---------  ---------
---------
Balance, September 30, 1999                   17,408,750     17,409     18,311
(37,470)

Net loss for the year ended September 30, 2000         -          -          -
(3,200)
                                               ---------  ---------  ---------
---------

Balance, September 30, 2000                   17,408,750     17,409     18,311
(40,670)

Net loss for the year ended September 30, 2001         -          -          -
(7,097)
                                               ---------  ---------  ---------
---------
Balance, September 30, 2001                   17,408,750  $  17,409  $  18,311
$(47,767)
                                              ==========  =========  =========
=========

</table>

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




                     EAGLES NEST MINING COMPANY
                    (A Development Stage Company)
                      Statements of Cash Flows
<table>

                                             <c>           <c>         <c>

From

Inception on

September 14,
                                                    For the Years Ended     1987
Through
                                                        September 30,
September 30,
                                                      2001         2000
2001
                                                  -----------   -----------  ---
--------


CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                        $  (7,097)    $  (3,200)   $
(47,767)
  Adjustments to reconcile net loss to net cash used
   by operating activities:
    Common stock issued for services                      -             -
30,450
  Changes in operating assets and liabilities:
   Increase (decrease) in accounts payable            2,000             -
2,000
                                                -----------   -----------  -----
------
     Net Cash Used by Operating Activities           (5,097)       (3,200)
(15,317)
                                                -----------   -----------  -----
------
CASH FLOWS FROM INVESTING ACTIVITIES                      -             -
-
                                                -----------   -----------  -----
------
CASH FLOWS FROM FINANCING ACTIVITIES

  Increase (decrease) in due to stockholders          5,097         3,200
10,047
  Proceeds from the issuance of common stock              -             -
5,270
                                                -----------   -----------  -----
------
     Net Cash Provided by Financing Activities        5,097         3,200
15,317
                                                -----------   -----------  -----
------
NET INCREASE IN CASH                                      -             -
-

CASH AT BEGINNING OF PERIOD                               -             -
-
                                                -----------   -----------  -----
------
CASH AT END OF PERIOD                           $         -   $         -  $
-
                                                ===========   ===========
===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:

  Income taxes                                  $         -   $         -  $
-
  Interest                                      $         -   $         -  $
-

NON-CASH FINANCING ACTIVITIES

  Common stock issued for services              $         -   $         -  $
30,450

</table>

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




                     EAGLES NEST MINING COMPANY
                    (A Development Stage Company)
                  Notes to the Financial Statements
                     September 30, 2001 and 2000



NOTE 1 -     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Business Organization

         Eagles Nest Mining Company (the "Company") was organized on
         September 14, 1987, under the laws of the State of Idaho.  As set
         forth in its Articles of Incorporation, the Company was created to
         engage in the business of acquiring and developing mining claims and
         prospecting, developing, processing and marketing all types of
         mineral resources.  However, from the time of its inception the
         Company has not engaged in any material business operations.
         Presently, the Company is actively seeking potential operating
         businesses and business opportunities with the intent to acquire or
         merge with such businesses.  Pursuant to Statement of Financial
         Accounting Standards No. 7, "Accounting and Reporting by Development
         Stage Enterprises,"the Company is classified as a development stage
         company.

         On July 31, 2001, the Company formed a corporation in Nevada with the
         intent to move its domicile to Nevada. On November 8, 2001, the
         Company implemented its change of domicile to Nevada by filing
         Articles of Merger between the Idaho and Nevada Corporations. As a
         result, the Idaho corporation was dissolved.

         b. Accounting Method

         The Company's financial statements are prepared using the accrual
         method of accounting.  The Company has elected a September 30 year
         end.

         c. Cash and Cash Equivalents

         For purposes of financial statement presentation, the Company
         considers all highly liquid investments with a maturity of three
         months or less, from the date of purchase, to be cash equivalents.

         d. Advertising

         The Company follows the policy of charging the costs of advertising
         to expense as incurred.

         e. Estimates

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



                     EAGLES NEST MINING COMPANY
                   (A Development Stage Company)
                 Notes to the Financial Statements
                   September 30, 2001 and 2000



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)

          f.  Basic Loss Per Share

                                                     For the Years Ended
                                                        September 30,
                                                     2001          2000
                                                 ------------  ------------
         Basic loss per share:

         Loss - numerator                        $     (7,097) $     (3,200)
         Shares - denominator                      17,408,750    17,408,750
                                                 ------------  ------------
         Per share amount                        $      (0.00) $      (0.00)

         The basic loss per share of common stock is based on the weighted
         average number of shares issued and outstanding during the period of
         the financial statements.  There are no convertible securities or
         debt instruments outstanding that could potentially be converted into
         shares of common stock.  As a result, basic and diluted loss per
         share amounts are the same for the years ended September 30, 2001,
         and 2000.

         g.  Change in Accounting Principles

         During the years ended September 30, 2001, and 2000, the Company
         adopted the provisions of FASB Statement No. 140 "Accounting for
         Transfers and Servicing of Financial Assets and Extinguishments of
         Liabilities (a replacement of FASB Statement No. 125.), FASB
         Statement No. 141, "Business Combinations," FASB Statement  No. 142,
         "Goodwill and Other Intangible Assets," FASB Statement No. 143,
         "Accounting for Asset Retirement Obligations," FASB Statement No.
         144, "Accounting for the Impairment or Disposal of Long-Lived Assets,
         " and FIN 44 "Accounting for Certain Transactions Involving Stock
         Compensation (an interpretation of APB Opinion No. 25.)."  The effect
         of these adopted provisions on the Company's financial statements was
         not significant.





                     EAGLES NEST MINING COMPANY
                    (A Development Stage Company)
                   Notes to the Financial Statements
                     September 30, 2001 and 2000


NOTE 2 -     COMMON STOCK

         On September 17, 1987, the Company issued 3,750,000 shares of $0.001
         par value common stock to directors of the Company,  for services,
         at $0.008 per share.  These amounts have been adjusted to reflect
         the subsequent 12.5 for 1 stock split and adoption of a $0.001 par
         value as discussed in Note 6.

         On September 17, 1987, the Company issued 27,500 shares of $0.001 par
         value common stock, for cash, at $0.008 per share.  These amounts
         have been adjusted to reflect the subsequent 12.5 for 1 stock split
         and adoption of a $0.001 par value as discussed in Note 6.

         On January 12, 1988, the Company issued 6,250 shares of $0.001 par
         value common stock, for cash, at $0.008 per share.  These amounts
         have been adjusted to reflect the subsequent 12.5 for 1 stock split
         and adoption of a $0.001 par value as discussed in Note 6.

         On October 10, 1997, the Company issued 12,500,000 shares of $0.001
         par value common stock to a director of the Company, for cash, at
         $0.0004 per share.  These amounts have been adjusted to reflect the
         subsequent 12.5 for 1 stock split and adoption of a $0.001 par value
         as discussed in Note 6.

         On November 12, 1997, the Company issued 1,125,000 shares of $0.001
         par value common stock to directors of the Company,  for services, at
         $0.0004 per share.  These amounts have been adjusted to reflect the
         subsequent 12.5 for 1 stock split and adoption of a $0.001 par value
         as discussed in Note 6.

NOTE 3 -      RELATED PARTY TRANSACTIONS

         On September 17, 1987, the Company issued 3,750,000 shares of $0.001
         par value common stock to Directors of the Company,  for services, at
         $0.008 per share.

         On October 10, 1997, the Company issued 12,500,000 shares of $0.001
         par value common stock to a Director of the Company,  for cash, at
         $0.0004 per share.

         On November 12, 1997, the Company issued 1,125,000 shares of $0.001
         par value common stock to Directors of the Company, for services, at
         $0.0004 per share.

         As of December 31, 2001, the Company owed stockholders $10,047 as a
         result of cash advances used by the Company for operating expenses.

NOTE 4 -     TAXES

         At September 30, 2001, the Company does not have a tax asset or
         liability.  The Company has net operating loss carryforwards of
         approximately $17,317 that may be offset against future taxable
         income through 2021.  No tax benefits have been reported in the
         financial statements, because the potential tax benefits of the net
         operating loss carry forwards are offset by a valuation allowance of
         the same amount.



                     EAGLES NEST MINING COMPANY
                    (A Development Stage Company)
                  Notes to the Financial Statements
                     September 30, 2001 and 2000


NOTE 4 -     TAXES  (Continued)

         The income tax benefit differs from the amount computed at federal
         statutory rates of approximately 38% as follows:

                                                    For the Years Ended
                                                        September 30,
                                                  2001                 2000
                                              ------------         ------------
         Income tax benefit at statutory rate $     6,580          $     3,884
         Change in valuation allowance             (6,580)              (3,884)
                                              ------------         ------------

                                              $         -          $         -
                                              ============         ============

         Should the Company commence operations the net operating loss would
         be usable and would expire as follows:

                                                  Year                 Loss
                                              ------------         ------------
                                                  2002               $     220
                                                  2003                      50
                                                  2018                   5,056
                                                  2019                   1,694
                                                  2020                   3,200
                                                  2021                   7,097
                                              ------------         ------------

                                                 Total               $  17,317


         Utilization of these carryforwards is dependent on future taxable
         income.  Subsequent changes in the Company's ownership could result
         in additional limitations on the use of its net operating loss
         carryforwards.

NOTE 5 -     GOING CONCERN

         The Company's consolidated financial statements have been prepared
         using generally accepting accounting principles applicable to a going
         concern which contemplates the realization of assets and liquidation
         of liabilities in the normal course of business.  The Company,
         however, does not have sufficient cash or other current assets, nor
         does it have an established source of revenues sufficient to cover
         its operating costs and to allow it to continue as a going concern.
         Presently, the Company is actively seeking potential operating
         businesses and business opportunities with the intent to acquire or
         merge with such businesses.




                     EAGLES NEST MINING COMPANY
                    (A Development Stage Company)
                  Notes to the Financial Statements
                    September 30, 2001 and 2000



NOTE 6 -     SUBSEQUENT EVENTS

         On October 12, 2001, the Company elected to change the authorized
         capitalization from 10,000,000 shares of no par value common stock to
         100,000,000 shares of $0.001 par value common stock.  All share and
         per share values within these financial statements have been adjusted
         to reflect this change.

         On November 5, 2001, the Company approved a 12.5 to 1 forward stock
         split.  All share and per share values within these financial
         statements have been adjusted to reflect this change.


ITEM 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure

    Not applicable.



                             PART III


ITEM 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange
         Act

    The executive officers and directors of the Company are as
follows:

           Name              Age            Position
     J. Rockwell Smith        64        President, Chief Executive
                                        Officer and Director
     Jim Ruzicka              58        Secretary / Treasurer and
                                        Director
______________________

    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, but
directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee
of the Board of Directors.  However, due to the Company's lack of
funds, the directors will defer their expenses and any compensation
until such time as the Company can consummate a successful
acquisition or merger.  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.

    Presently, none of the Company's directors are directors of
any other "shell" or "blank check" companies or other corporations
that are actively pursuing acquisitions or mergers, except that
Mr. Ruzicka is the President and a director of Siegle Ventures,
Inc. presently an inactive corporation, and he is the President and
a director of Consolidated Travel Systems, Inc., also inactive.
The following is a summary of the past involvement by management if
other shells or blank check companies.

    Mr. Smith has been an executive officer, director and/or
principal shareholder of the following companies: The Auxer Gold
Mines (President and director until April 1995), now know as Auxer
Industries, Inc; Grant Silver, Inc. (principal shareholder until
September 1997), now known as BrewServ Corporation; Green MT. P.S.
(Principal shareholder until January 1998), now known as Generex
Biotechnology Corporation; Index Daley Mines (principal shareholder
until June 1998), now known as International Digital Technologies;
Kaniksu Ventures, Inc. (Secretary and director until March 1996),
now known as Ocean Power Corporation; Nava Leisure, U.S.A., Inc.
(President and director until January 1999), now known as Senesco
Technologies, Inc.; Park Avenue, Inc. (President and director until
March 1994), now known as Electrical Generation Technology, Inc.;
Regal Gold & Silver (President and director until August 1996), now
known as American Image Motor Company, Inc.; Rock City Ventures,
Inc. (President and director until January 1995); THO2 & Rare
Metals Exp. (President and director until December 1994), now known
as Golf Technologies Holding, Inc.; Whitestone Financial, Inc.
(principal shareholder), now known as Happy Food Corp.

    Mr. Ruzicka has been an executive officer, director and/or
principal shareholder of the following companies: Consolidated
Travel Systems, Inc. (currently President and director); Grant
Silver, Inc. (principal shareholder until September 1997); Green
MT. P.S., Inc. (principal shareholder until January 1998), now
known as Generex Biotechnology Corporation; Nava Leisure, U.S.A.,
Inc. (principal shareholder until January 1999), now known as
Senesco Technologies, Inc.; Park Avenue, Inc. (Vice President and
director until March 1994), now known as Electrical Generation
Technology, Inc.; Roan American Corporation (Secretary and director
until February 1996), now known as Crystal Broadcasting, Inc.; Rock
City Ventures, Inc. (Vice President and director until January
1995); Siegle Ventures, Inc. (currently President and director);
Whitestone Financial, Inc. (principal shareholder), now known as
Happy Food Corp.;

    Current management of the Company has no present intent, nor
is it likely that they will become involved with promoting other
shell or blank check companies in the immediate future, except for
those set forth herein.

    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.

    All of the Company's present directors have other full-time
employment and will routinely devote only such time to the Company
necessary to maintain its viability.  It is estimated that each
director will devote less than ten hours per month to the Company's
activities.  The directors will, when the situation requires,
review potential business opportunities or actively participate in
negotiations for a potential merger or acquisition on an as-needed-
basis.

    Currently, there is no arrangement, agreement or understanding
between the Company's management and non-management shareholders
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs.  Present management openly accepts and appreciates any
input or suggestions from the Company's shareholders.  However, the
Board of Directors is elected by the shareholders and the
shareholders have the ultimate say in who represents them on the
Board of Directors.  There are no agreements or understandings for
any officer or director of the Company to resign at the request of
another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of
any other person.

    In connection with the preparation and filing of its
registration statement in 1999, one of the Company's shareholders,
J. Rockwell Smith, has paid for certain legal and professional fees
related to the registration statement.  Although, as of the date
hereof there is no agreement or arrangement for Mr. Smith to
provide additional funds, the Company is not precluded from
approaching Mr. Smith or any other shareholder and requesting
additional financial assistance.  Because such additional funding
is only speculative at this time, the Company has not developed any
criteria or plans related to this funding.

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

    J. Rockwell Smith, age 64, has been President and a director
of the Company since October 1997.  From 1977 to 1989, Mr. Smith
owned and operated his own construction company in Park City, Utah,
Rocky Smith Construction, which supervised construction projects in
the resort community.  From 1990 to the present, Mr. Smith has been
employed as a driver by the Park City Transportation Company.  Mr.
Smith studied engineering at Seattle University and the University
of Washington.

    Jim Ruzicka, age 58, has been Vice President and a director of
the Company since October 1997.  Mr. Ruzicka has owned and operated
from 1980 to the present, Budget Lodging, a property management
company located in Park City, Utah.  From 1963 to 1980, Mr. Ruzicka
owned and operated a chain of seven restaurants in Chicago,
Illinois.  Also, since 1978, he has sold real estate and owned and
managed several commercial buildings and apartments.  Mr. Ruzicka
attended Auroa College in Auroa, Illinois.

Section 16(a) Beneficial Ownership Reporting Compliance

    Each of the Company's officers and directors is required to
file a Form 5, Annual Statement of Changes in Beneficial Ownership,
on or before the 45th day after the end of the fiscal year.  These
reports have not filed on a timely basis and will be submitted to
the Securities and Exchange Commission.


Item 10. Executive Compensation

    The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors.  The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended September 30, 2001 and 2000. Further, the Company has not entered
into an employment agreement with any of its officers, directors or any
other persons and no such agreements are anticipated in the
immediate future.  It is intended that the Company's directors will
defer any compensation until such time as an acquisition or merger
can be accomplished and will strive to have the business
opportunity provide their remuneration.  As of the date hereof, no
person has accrued any compensation.

Item 11. Security Ownership of Certain Beneficial Owners and Management

    The following table sets forth information, to the best of the
Company's knowledge, as of February 7, 2002 with respect to each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, each director and all directors and
officers as a group.

Name and Address                   Amount and Nature of         Percent
of Beneficial Owner                Beneficial Ownership        of Class(1)
J. Rockwell Smith*                      12,500,000                71.8%
  P.O. Box 3033
  Park City, UT 84060
Jim Ruzicka*                               625,000                 3.6%
  P.O. Box 3813
  Park City, UT 84060
James Kerr                               1,250,000                 7.2%
  4027 South 1300 East
  Salt Lake City, UT 84124
Matthew Ott                              1,250,000                 7.2%
  56 West 400 South
  Salt Lake City, UT 84101
All directors and officers              13,125,000                75.4%
  a group (2 persons)

      *   Director and/or executive officer

          Note:  Unless otherwise indicated in the footnotes below, the
          Company has been advised that each person above has sole
          voting power over the shares indicated above.

     (1)  Based upon 17,408,750 shares of common stock outstanding
          on February 7, 2002.

Item 12.  Certain Relationships and Related Transactions

     During the past two fiscal years, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family.

     The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes.
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company.  In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity.  Every effort will be made to resolve any conflicts
that may arise in favor of the Company.  There can be no assurance,
however, that these efforts will be successful.



                              PART V


Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

   *      Articles of Incorporation filed as Exhibit to Form 10-SB.

   *      By-Laws filed as Exhibit to Form 10-SB.

   *      Specimen Stock Certificate filed as Exhibit to Form 10-SB.

   *      Nevada Articles of Incorporation filed as Attachment to
          Definitive Proxy Statement

   *      Agreement and Plan of Merger filed as Attachment to
          Definitive Proxy Statement

   3(ii)  Amendment to Articles of Incorporation (Nevada)

   3(iii) Amendment to Articles of Incorporation (Idaho)

   3(iv)  Articles of Dissolution

   3(v)   Nevada By-Laws


   2      Articles of Merger
 - - - - - - - - - - - - - - -

   *      Exhibits so marked have heretofore been filed with the
          Securities and Exchange Commission as part of the filing
          indicated and are incorporated herein by reference.

     (b)  Reports on Form 8-K

          On January 22, 2002 a Form 8-K was filed disclosing Item 4
          "Changes in Registrant's Certifying Accountant".

          On January 28, 2002 a Form 8-K/A was filed disclosing Item 4
          "Changes in Registrant's Certifying Accountant".

                            SIGNATURES

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

                                  Eagles Nest Mining Company



                                   BY: /S/ J. Rockwell Smith
                                       J. Rockwell Smith
                                       President and Director

Dated:  February 13, 2002

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

    Signature                 Title                    Date


                              President and        February 13, 2002
 /S/ J. Rockwell Smith        Director (C.F.O.)
     J. Rockwell Smith


                              Secretary/Treasurer  February 13, 2002
 /S/ Jim Ruzicka              and Director
     Jim Ruzicka              (Principal Accounting Officer)





EXHIBIT 3(ii)


   DEAN HELLER              Certificate of            FILED#C24086-01
Secretary of State            Amendment                NOV 06, 2001
202 North Carson St.  (PURSUANT TO NRS 78.385 and
Carson City, NV 89701          78.390)               IN THE OFFICE OF
(775)684-5708                                         /s/Dean Heller
                                               DEAN HELLER, SECRETARY OF STATE



          Certificate of Amendment to Articles of Incorporation
                   For Nevada Profit Corporations
       (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
- Remit in Duplicate -

1.  Name of Corporation:  Eagles Nest Mining Company


2.  The articles have been amended as follows (provide article numbers,
    if available):

     Article #3 Changing the authorized capitalization to 100,000,000 shares,
      par value $.001 per share.

     Article #3 has been amended as follows:  Number of shares with par value:
      100,000,000  Par value:  $.001

3.  The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is:  10 shares
voting for (100%) zero shares voting against.

4.  Officer Signature (Required):

  /s/Jim Ruzicka
----------------------


* If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
thereof.


IMPORTANT:  Failure to include any of the above information and remit the
proper fees may cause this filing to be rejected.




EXHIBIT 3.(iii)


ARTICLES OF AMENDMENT                            FILED/EFFECTIVE
 (General Business)                              5PM 11/07/2001
                                                SECRETARY OF STATE
                                                  STATE OF IDAHO

     To the Secretary of State of the State of Idaho
        Pursuant to Title 30, Chapter 1, Idaho Code, the undersigned
        corporation amends its articles of incorporation as follows:

1.  The name of the corporation is:  Eagles Nest Mining Company
                                   ----------------------------------

2. The text of each emendment is as follows:

    Article #3 has been amended as follows:

    The aggregate number, class and par value, if any, of the shares which
    the corporation shall have authority to issue shall be:  100,000,000 shares
    of common stock with $0.001 par value.

    There are no preferences, qualifications, limitations, restrictions,
    special or relative rights, including convertible rights.


3.  The date of adoption of the amendment(s) was:  October 12, 2001
                                                 ---------------------

4.  Manner of adoption (check one):

    [ ] The amendment consists exclusively of matters which do not require
        shareholder action pursuant to section 30-1-1002, Idaho Code, and was,
        therefore, adopted bythe board of directors.

    [ ] None of the corporation's shares have been issued and was, therefore,
        adopted by the [ ] incorporator  [ ] board of directors

    [x] The number of shares outstanding and entitled to vote was:  1,392,700
                                                                  ------------

        The number of shares cast for and against each amendment was:

        Amended article       Shares for        Shares against
        ---------------       ----------        --------------
              #3               1,050,000             -0-


Dated:  November 2, 2001
      -----------------------
Signed:  /s/Jim Ruzicka
       ----------------------                    IDAHO SECRETARY OF STATE
Typed Name:  Jim Ruzicka                             11/07/2001  05:00
           ------------------                  CK: 5391 CT: 3622 BH: 428387
Capacity:  Secretary/Director                 1 @ 30.00 = 30.00 AMEND PROF #4
         --------------------                 1 @ 20.00 = 20.00 EXPEDITE C # 5
                                                           C84795


EXHIBIT 3(iv)


           ARTICLES OF DISSOLUTION
(General Business and Professional Corporations)
                                                              FILED/EFFECTIVE
  To the secretary of State of Idaho                         01 NOV 15 PM 2:03
    Pursuant to Title 30, Chapter 1 and 13, Idaho Code, the  SECRETARY OF STATE
    undersigned corporation has elected to dissolve.           STATE OF IDAHO

1.  The name of the corporation is:  Eagles Nest Mining Company
                                   -----------------------------------

2.  The date the dissolution was authorized is:  October 12, 2001
                                               -----------------------

3. The dissolution was approved by the shareholders as follows:

    a) The number of shares entitled to vote:  1,392,700
                                             -------------------------
    b) The number voting for dissolution:  1,050,000
                                         -----------------------------
    c) The number voting against dissolution:  -0-
                                             -------------------------

4.  (optional) The dissolution shall be effective on:
                                                     -----------------
    (The articles will be effective on the date filed with the Secretary of
     State, unless a future date is specified.)



Dated:  November 9, 2001
      -----------------------------
Signature:  /s/Jum Ruzicka
          -------------------------
Typed Name:  Jim Rizicka
           ------------------------               IDAHO SECRETARY OF STATE
Capacity:  Secretary/Director                          11/15/2001 05:00
         --------------------------             CK: 5395 CT: 3622 BH: 429685
                                               1 @ 30.00 = 30.00 PROF DISSO #4
                                               1 @ 20.00 = 20.00 EXPEDITE C #6
                                                            C84795




EXHIBIT 3(v)


                     EAGLES NEST MINING COMPANY

                             * * * * *

                             BY - LAWS

                             * * * * *

                             ARTICLE I

                              OFFICES

Section 1.  The principal office shall be in the City of Park City, Utah.

Section 2.  The corporation may also have offices at such other places both
within and without the State of Utah as the board of directors may from time
to time determine or the business of the corporation may require.

                             ARTICLE II

                       MEETINGS OF STOCKHOLDERS

Section 1.  All annual meetings of the stockholders shall be held in the City
of Salt Lake City, State of Utah.  Special meetings of the stockholders may
be held at such time and place within or without the State of Utah as shall
be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.

Section 2.  Annual meetings of stockholders, commencing with the year 2001,
shall be held on the 12th day of October, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 A.M., at
which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.

Section 3.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board
of directors, or at the request in writing of stockholders owning a majority
in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.

Section 4.  Notices of meetings shall be in writing and signed by the
president or a vice president, or the secretary, or an assistant secretary or
by such other person or persons as the directors shall designate.  Such
notice shall state the purpose or purposes for which the meeting is called
and the time when, and the place, which may be within or without this state,
where it is to be held.  A copy of such notice shall be either delivered
personally to or shall be mailed, postage prepaid, to each stockholder of
record entitled to vote at such meeting not less than ten nor more than sixty
days before such meeting.  If mailed, it shall be directed to a stockholder
at his address as it appears upon the records of the corporation and upon
such mailing of any such notice, the service thereof shall be complete, and
the time of the notice shall begin to run from the date upon which such
notice is deposited in the mail for transmission to such stockholder.
Personal delivery of any such notice to any officer of a corporation or a
association, or to any member of a partnership shall constitute delivery of
such notice to such corporation, association or partnership.  In the event of
the transfer of stock after delivery or mailing of the notice of and prior to
the holding of the meeting it shall not be necessary to deliver or mail
notice of the meeting to the transferee.

Section 5.  The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute or by the articles of
incorporation.  If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented.  At such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

Section 6.  When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the articles of incorporation a different vote is required in
which case such express provision shall govern and control the decision of
such question.

Section 7.  Every stockholder of record of the corporation shall be entitled
at each meeting of stockholders to one vote for each share of stock standing
in his name on the books of the corporation.

Section 8.  At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing.  In the event that any such instrument in writing shall designate
one or more persons to act as proxies, a majority of such persons present at
the meeting, or, if only one shall be present, then that one shall have and
may exercise all of the powers conferred by such written instrument upon all
of the persons so designated unless the instrument shall otherwise provide.
No such proxy shall be valid after the expiration of six months from the date
of its executions, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue
in force, which in no case shall exceed seven years from the date of its
execution.  Subject to the above, any proxy duly executed is not revoked and
continues in full force and effect until an instrument revoking it or a duly
executed proxy bearing a later date is filed with the secretary of the
corporation.

Section 9.  Any action, except election of directors, which may be taken by
the vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of  stockholders holding at least a
majority of the voting power, unless the provisions of the statutes or of the
articles of incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written
consents shall be required.

                            ARTICLE III

                             DIRECTORS

Section 1.  The number of directors which shall constitute the whole board
shall be two (2).  The directors shall be elected at the annual meeting of
the stockholders, and except as provided in Section 2 of this article, each
director elected shall hold office until his successor is elected and
qualified.  Directors need not be stockholders.

Section 2.  Vacancies, including those caused by an increase in the number of
directors, may be filled by a majority of the remaining directors though less
than a quorum.  When one or more directors shall give notice of his or their
resignation to the board, effective at a future date, the board shall have
power to fill such vacancy or vacancies to take effect when such resignation
or resignations shall become effective, each director so appointed to hold
office during the remainder of the tem of office of the resigning director or
directors.

Section 3.  The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or
done by the stockholders.

Section 4.  The board of directors of the corporation may hold meetings, both
regular and special, either within or without the State of Utah.

                  MEETINGS OF THE BOARD OF DIRECTORS

Section 5.  The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

Section 6.  Regular meetings of the board of directors may be held without
notice at such time and place as shall from time to time be determined by the
board.

Section 7.  Special meetings of the board of directors may be called by the
president or secretary on the written request of two directors.  Written
notice of special meetings of the board of directors shall be given to each
director at least zero (0) days before the date of the meeting.

Section 8.  A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except
as may be otherwise specifically provided by statute or by the articles of
incorporation.  Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled
to vote with respect to the subject matter thereof.

                        COMMITTEES OF DIRECTORS

Section 9.  The board of directors may, by resolution passed by a majority of
the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to
be affixed to all papers which may require it.  Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.

Section 10.  The committees shall keep regular minutes of their proceedings
and report the same to the board when required.

                       COMPENSATION OF DIRECTORS

Section 11.  The directors may be paid their expenses, if any, of attendance
at each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation
for attending committee meetings.


                              ARTICLE IV

                               NOTICES

Section 1.  Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation.  Notice by mail shall be
deemed to be given at the time when the same shall be mailed.  Notice to
directors may also be given by telegram.

Section 2.  Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the doings of such meeting shall be as valid
as if had at a meeting regularly called and noticed, and at such meeting any
business may be transacted which is not excepted from the written consent or
to the consideration of which no objection for want of notice is made at the
time, and if any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties
having the right to vote at such meetings; and such consent or approval of
stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.

Section 3.  Whenever any notice whatever is required to be given under the
provisions of the statutes, of the articles of incorporation or of these by-
laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                               ARTICLE V

                                OFFICERS

Section 1.  The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice president, a secretary and a
treasurer.  Any person may hold two or more offices.

Section 2.  The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a vice president, a
secretary and a treasurer, none of whom need be a member of the board.

Section 3.  The board of directors may appoint additional vice presidents,
and assistant secretaries and assistant treasurers and such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

Section 4.  The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors.  Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise shall be filled
by the board of directors.

                           THE PRESIDENT

Section 6.  The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board
of directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.

Section 7.  He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted
by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation or as restricted by a
stockholders agreement.

                        THE VICE PRESIDENT

Section 8.  The vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and
shall perform such other duties as the board of directors may from time to
time prescribe.

                           THE SECRETARY

Section 9.  The secretary shall attend all meetings of the board of directors
and all meetings of the stockholders and record all the proceedings of the
meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing
committees when required.  He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be.  He shall keep
in safe custody the seal of the corporation and, when authorized by the board
of directors, affix the same to any instrument requiring it and, when so
affixed, it shall be attested by his signature or by the signature of the
treasurer or an assistant secretary.

                            THE TREASURER

Section 10.  The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors.

Section 11.  He shall disburse the funds of the corporation as may be ordered
by the board of directors taking proper vouchers for such disbursements, and
shall render to the president and the board of directors, at the regular
meetings of the board, or when the board of directors so requires, an account
of all his transactions as treasurer and of the financial condition of the
corporation.

Section 12.  If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
paper, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.

                              ARTICLE VI

                          CERTIFICATES OF STOCK

Section 1.  Every stockholder shall be entitled to have a certificate, signed
by the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.  When the
corporation is authorized to issue shares of more than one class or more than
one series of any class, there shall be set forth upon the face or back of
the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholders upon request and without charge,
a  full or summary statement of the designations, preferences and relative,
participating, optional or other special rights of the various classes of
stock or series thereof and the qualifications, limitations or restrictions
of such rights, and, if the corporation shall be authorized to issue only
special stock, such certificate shall set forth in full or summarized the
rights of the holders of such stock.

Section 2.  Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then
a facsimile of the signatures of the officers or agents of the corporation
may be printed or lithographed upon such certificate in lieu of the actual
signatures.  In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation,
such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be the officer or
officers of such corporation.

                         LOST CERTIFICATE

Section 3.  The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed.  When authorizing such issue of
a new certificate or certificates, the  board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to
the certificate alleged to have been lost or destroyed.

                         TRANSFER OF STOCK

Section 4.  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.

                       CLOSING OF TRANSFER BOOKS

Section 5.  The directors may prescribe a period not exceeding sixty days
prior to any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than
sixty days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.

                         REGISTERED STOCKHOLDERS

Section 6.  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Nevada.

                              ARTICLE VII

                           GENERAL PROVISIONS

                               DIVIDENDS

Section 1.  Dividends upon the capital stock of the corporation, subject to
the provisions of the articles of incorporation, if any, may be declared by
the board of directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the articles of incorporation.

Section 2.  Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such
other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.

                                CHECKS

Section 3.  All checks or demands for money and notes of the corporation
shall be signed by such officer of officers or such other person or persons
as the board of directors may from time to time designate.

                               FISCAL YEAR

Section 4.  The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                  SEAL

Section 5.  The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal,
Nevada".

                              ARTICLE VIII

                               AMENDMENTS

Section 1.  These by-laws may be altered or repealed at any regular meeting
of the stockholders or of the board of directors or of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration or repeal be contained in the notice of such special meeting.



September 15, 2001

                                      /s/ Jim Ruzicka
                                      ------------------------
                                          Jim Ruzicka
                                          Secretary





EXHIBIT 2

             ARTICLES OF MERGER
                                              Filed#C24086-01
                                                NOV 08 2001
                                             IN THE OFFICE OF
                                              /S/Dean Heller
                                       DEAN HELLER SECRETARY OF STATE

1.  NAME AND JURISDICTION OF ORGANIZATION OF MERGING CONSTITUENT
ENTITIES:


Eagles Nest Mining Company          An Idaho Corporation
P.O. Box 3303
Park City, Utah 84060

Eagles Nest Mining Company          A Nevada Corporation
P.O. Box 3303
Park City, Utah 84060


Surviving Entity:

Eagles Nest Mining Company          A Nevada, Domestic, For Profit
P.O. Box 3303                       Corporation
Park City, Utah 84060


Resident Agent:

John Price & Associates
7624 Desert Delta Drive
Las Vegas, Nv. 89128




2.  A PLAN OF MERGER HAS BEEN FORMED AND ADOPTED BY EACH CONSTITUENT
ENTITY.


PLEASE NOTE:  COMPLETE  EXECUTED PLAN OF MERGER IS ON FILE AT THE
REGISTERED OFFICE, EAGLES NEST MINING COMPANY, P.O. BOX 3303, PARK
CITY, UTAH 84060,  PH. 435-649-5060, AND IS AVAILABLE ON REQUEST,
WITHOUT COST TO ANY OWNER OR ANY ENTITY WHICH IS A PARTY TO THE MERGER.



3. EAGLES NEST MINING COMPANY  (AN IDAHO CORPORATION).

PLAN OF MERGER WAS ADOPTED BY A VOTE OF THE SHAREHOLDERS.


On September 7, 2001 the Board of Directors of Eagles Nest Mining
Company, an Idaho Corporation, by unanimous written consent, pursuant
to statute 30-1-821 of Idaho General Corporate Law, approved a proposal
to effect a change of domicile for the corporation from the State of
Idaho to the State of Nevada.

The Board of Directors agreed upon the plan of merger subject to
ratification by the shareholders.

On September 17, 2001 a Notice of Special Meeting in Lieu of Annual
Meeting of Shareholders was mailed to all shareholders.

On October 12, 2001 a Special Meeting in Lieu of Annual Meeting of
Shareholders was held.  The shareholders vote for  the plan of merger.

     Shares entitled to vote                   1,392,700

     Shares voting for plan of merger          1,050,000       75 %

     Shares voting against plan of merger         -0-         0.0 %

     Shares abstaining                            -0-         0.0 %

The percentage of shares voting for the plan of merger was sufficient to
approve the plan of merger.

4.  EAGLES NEST MINING COMPANY (A NEVADA CORPORATION)

PLAN OF MERGER WAS ADOPTED BY UNANIMOUS CONSENT OF THE DIRECTORS.

EAGLES NEST MINING COMPANY (a Nevada Corporation) has 2 Officers and
Directors, J. Rockwell Smith, President/Director, Jim Ruzicka,
Secretary/Director.


     I, J. Rockwell Smith hereby approve the plan of merger as
proposed.


                                    /s/J. Rockwell Smith
                                   ---------------------------------
                                 J. Rockwell Smith, President/Director



     I, Jim Ruzicka hereby approve the plan of merger as proposed.

                                    /s/Jum Ruzicka
                                   ---------------------------------
                                 Jim Ruzicka, Secretary/Director


5.  TERMS AND CONDITIONS OF THE MERGER:


The surviving entity, Eagles Nest Mining Company (a Nevada Corporation)
will acquire all outstanding owner's interests of Eagles Nest Mining
Company (an Idaho Corporation).

Each stockholder of Eagles Nest Mining Company (an Idaho Corporation)
whose shares were outstanding immediately before the effective date of
the merger will hold the same number of shares, with identical
designations, preferences, limitations and relative rights immediately
after the merger.

The surviving corporation shall be governed by the laws of the State of
Nevada and its name shall
continue to be Eagles Nest Mining Company.  The present Certificate of
Incorporation of the Nevada Corporation shall continue to be the
Certificate of Incorporation of the surviving corporation.  The present
By- Laws of the Nevada Corporation shall be and remain the By-Laws of
the surviving corporation.  The directors and officers of the Idaho
Corporation immediately prior to the Effective Date shall be the
directors of the surviving corporation upon the Effective Date.




     The undersigned President of the Corporation hereby declares that
the foregoing Articles of Merger are true and correct to the best of
his knowledge and belief.


                                        /s/J. Rockwell Smith
                                   ---------------------------------
                                  J. Rockwell Smith, President/Director
                                    Eagles Nest Mining Company Nevada
STATE OF   UTAH          )
                            )ss:
COUNTY OF SALT LAKE      )


     On this 15th day of October, 2001, before me, the undersigned, a
Notary Public, in and for said State of Utah, personally appeared J.
Rockwell Smith who first being duly sworn, did hereby affirm that he is
the President of EAGLES NEST MINING COMPANY a Nevada Corporation, and
that he did execute the foregoing Articles of Merger on behalf of said
Corporation.


                                /s/Bobbi Heywood
                               -----------------------
                                   NOTARY PUBLIC

Residing at:  914 E. Davis Lane
             --------------------                 -NOTARY SEAL-

My Commission Expires:  8-5-05
                       -----------



     The undersigned Secretary of the Corporation hereby declares that
the foregoing Articles of Merger are true and correct to the best of
his knowledge and belief.


                                        /s/ Jim Ruzicka
                                       --------------------
                                   Jim Ruzicka, Secretary/Director
                                  Eagles Nest Mining Company Nevada


STATE OF   UTAH          )
                            )ss:
COUNTY OF SALT LAKE      )


     On this 15th day of October, 2001, before me, the undersigned, a
Notary Public, in and for said State of Utah, personally appeared Jim
Ruzicka who first being duly sworn, did hereby affirm that he is the
Secretary of EAGLES NEST MINING COMPANY a Nevada Corporation, and that
he did execute the foregoing Articles of Merger on behalf of said
Corporation.


                                /s/Bobbi Heywood
                               -----------------------
                                   NOTARY PUBLIC

Residing at:  914 E. Davis Lane
             --------------------                 -NOTARY SEAL-

My Commission Expires:  8-5-05
                       -----------




     The undersigned President of the Corporation hereby declares that
the foregoing Articles of Merger are true and correct to the best of
his knowledge and belief.


                                   /s/J. Rockwell Smith
                                   ---------------------------------
                                  J. Rockwell Smith, President/Director
                                    Eagles Nest Mining Company Idaho


STATE OF   UTAH          )
                            )ss:
COUNTY OF SALT LAKE      )


     On this 15th day of October, 2001, before me, the undersigned, a
Notary Public, in and for said State of Utah, personally appeared J.
Rockwell Smith who first being duly sworn, did hereby affirm that he is
the President of EAGLES NEST MINING COMPANY an Idaho Corporation, and
that he did execute the foregoing Articles of Merger on behalf of said
Corporation.


                                /s/Bobbi Heywood
                               -----------------------
                                   NOTARY PUBLIC

Residing at:  914 E. Davis Lane
             --------------------                 -NOTARY SEAL-

My Commission Expires:  8-5-05
                       -----------


The undersigned Secretary of the Corporation hereby declares that the foregoing
Articles of Merger are true and correct to the best of his knowledge and belief.



                                        /s/ Jim Ruzicka
                                       --------------------
                                   Jim Ruzicka, Secretary/Director
                                  Eagles Nest Mining Company Idaho


STATE OF   UTAH          )
                            )ss:
COUNTY OF SALT LAKE      )


     On this 15th day of October, 2001, before me, the undersigned, a
Notary Public, in and for said State of Utah, personally appeared Jim
Ruzicka who first being duly sworn, did hereby affirm that he is the
Secretary of EAGLES NEST MINING COMPANY an Idaho Corporation, and that
he did execute the foregoing Articles of Merger on behalf of said
Corporation.


                                /s/Bobbi Heywood
                               -----------------------
                                   NOTARY PUBLIC

Residing at:  914 E. Davis Lane
             --------------------                 -NOTARY SEAL-

My Commission Expires:  8-5-05
                       -----------