<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                  1st Amendment

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                      FOR THE YEAR ENDED SEPTEMBER 30, 2000
                         COMMISSION FILE NUMBER 0-30669


                           DEL CERRO ENTERPRISES, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)



             NEVADA                                       88-0453649
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)


2635 Camino Del Rio South, Suite 211, San Diego, CA                    92108
---------------------------------------------------                  ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                             (ZIP CODE)



(619) 692-2171
--------------
(ISSUER'S TELEPHONE NUMBER)



         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:


                          Common Stock - .001 Par Value
                          -----------------------------
                                (Title of Class)

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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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 is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.


                Yes    [X]                         No   [ ]



The issuer had no revenues for the year ended September 30, 2000.

As of September 30, 2000, the registrant had 8,449,000 shares of common stock,
$.001 par value, issued and outstanding.

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                                     PART 1

                                     ITEM 1
                           DESCRIPTION OF THE BUSINESS


BUSINESS DEVELOPMENT

Form And Year Of Organization

Del Cerro  Enterprises,  Inc. was  incorporated  in Nevada on March 10, 1999 for
the purpose of  developing  a high  performance  driving  school in  conjunction
with annual nationwide open road races.

We received our initial funding through the sale of common stock to investors
from the period of approximately March 15, 1999 until March 31, 1999. We offered
and sold 59,000 common stock shares at $0.10 per share to non-affiliated private
investors. From inception until the date of this filing we have had no material
operating activities.


Any Bankruptcy, Receivership, Or Similar Proceeding

There have been no bankruptcy, receivership or similar proceedings.


Any Material Reclassification, Merger, Consolidation, Or Purchase Or Sale Of A
Significant Amount Of Assets Not In The Ordinary Course Of Business

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.


BUSINESS OF THE COMPANY

Principal Products Or Services And Their Markets

The Company intends to offer high speed driving courses at local road racing
facilities in conjunction with established open road races. The extensive
instruction will include a structured curriculum of classroom and track sessions
that will provide an understanding of the fundamentals of road racing. Classroom
sessions will emphasize techniques, racing lines, equipment preparation,
technical inspections and safety procedures. For those participating in the open
road races, sessions will also be offered to cover timing, driver/navigator team
participation, pre-run videos and detailed course notes. Track time will be an
intensive series of slalom, braking and downshifting exercises that give the
participant the opportunity to utilize the techniques and skills discussed in
the classroom in a systematic and controlled environment. Additional track time
will allow the instructor to critique the racer's skill application in a series
of lapping sessions at progressively higher speeds, utilizing radio
communication between instructor and student.


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The Company will initially focus on the participants in the three established
open road races organized by Rodger Ward's Classic Auto Racing Society:

Big Bend Open Road Race
        US Highway 285, Fort  Stockton - Sanderson - Ft. Stockton, Texas. 120
        mile "boomerang" event held each April.

Gambler's Run Twin 50's
        Nevada State Route 225, Elko - Wild Horse - Elko, Nevada. 100 mile
        "boomerang" event held each June.

Pony Express Open Road Race
        Nevada State Route 305, Battle Mountain - Austin, Nevada. 84 mile
        event held each September.

Open Road Races are conducted on a section of State or Federal Highway,
generally 50 miles or more in length. The participants race the entire distance
at a target speed that they have qualified for based upon the tech speed of
their vehicle. The cars are started in a staggered format with the faster cars
starting first at two to three minute intervals. There is virtually no passing
and no wheel to wheel competition. Participants are required to show proof of
completion of an approved high speed driving course. Awards are given to
participants who come closest to averaging their target speed. Speed divisions
are differentiated by vehicle safety equipment and driver's racing experience -
Touring: 95-110mph, Grand Touring: 115-130mph, Grand Sport: 135-160mph, Super
Sport: 170-180mph, and Unlimited: 180+ mph.

Utilizing Management's experience in and knowledge of the motorsport industry,
the Company will conduct multi-day courses at a selection of the more than 25
road courses located in the states surrounding the open road races. While the
company has not begun race track rental discussions or signed rental agreements
with any course to date, management has identified primary race track facilities
that may include:

        Arizona

               Firebird Intl. Raceway              Chandler      1.6 mile
               Phoenix Intl. Raceway               Mesa          1.51 mile

        California

               Holtville Raceway                   Holtville     1.43 mile
               Buttonwillow Raceway                Buttonwillow  3 mile
               Laguna Seca                         Monterey      2.24 mile
               Sears Point Raceway                 Sonoma        2.52 mile
               Willow Springs Motorsports Park     Rosamond      2.5 mile

        Colorado


               Pueblo Motorsports Park             Pueblo        2.2 mile
               Aspen Sports Car Club               Woody Creek   1.1 mile
               LaJunta Raceway                     LaJunta       1.6 mile

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               Mountain View Motor Sport Park      Mead          1.8 mile
               Pikes Peak Intl Raceway             Fountain      1.3 mile
               Second Creek Raceway                Denver        1.7 mile

        Nevada

               Las Vegas Motor Speedway            Las Vegas     2.5 mile
               Reno-Fernley Raceway                Fernley       15 mile

        Texas

               Cabaniss N.A.S.                     Corpus Cristi 2.6 mile
               Texas Motor Speedway                Fort Worth    2.5 mile
               Texas World Speedway                College Stn.  3.1 mile
               Abilene Municipal Airport           Abilene       1.7 mile
               Oak Hill Raceway                    Henderson     1.8 mile


Additional courses for those not participating in the open road races will also
be offered. These will include High Performance Driving - a course combining
advanced street driving skills with techniques refined through years on the
racetrack; Highway Survival Training - emphasizing defensive driving skills and
elements of car control such as accident avoidance, skid control and high-speed
braking; and Teenage Defensive Driving - teaching teens skills such as accident
avoidance, skid control, advanced braking and ABS techniques.

Management is familiar with the operating procedures and rental availability of
all of the racing facilities for planned use in the company's road course racing
and driving instruction. These facilities are available throughout the year on
rental schedules. However, if scheduling conflicts arise at these facilities,
management believes they will be able to arrange rental dates at alternate
suitable racing facilities as there are eighteen race tracks in Arizona, ninety
in California, twenty- four in Colorado, twenty-two in Nevada, and eighty-eight
in Texas. Management is confident, based upon prior experience, that they will
be able to secure rental racing facilities at either primary or alternate race
courses suitable for the company's planned multi-day driving and instructions
courses.

In management's opinion and experience the popularity of open road racing is
increasing along with other forms of motorsport. Open road racing had it's
beginnings in the 19th century and experienced a revival in the years following
World War II. In recent years the number and types of open road races have
increased including a new motorsports sanctioning body, the Grand American Road
Racing Association.

The Company's business plan proposes to utilize its founders' backgrounds to
develop its racing school. The business plan requires the Company during the
first six months of 2001 to raise capital of $2,500,000 through the sale of
common stock in a private placement. After raising the projected capital, the
Company has a planned budget for months seven through twelve of $957,000 for
development of its school to include $215,000 for five track vehicles and one
pre-run van, $240,000 for one equipment hauler, $80,000 for two full-time
instructors, $30,000 for temporary track personnel, $180,000 for facility
rentals - including insurance and safety personnel, $25,000 for one marketing
manager, $17,000 for one office staff assistant, $25,000 for purchase of
computers and

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fixed assets, $75,000 for advertising, $20,000 for travel expenses, and $50,000
for rent and other operating expenses. In addition, based upon management's
experience and the company's business plan, the company will budget
approximately $60,000 per year for property and injury insurance coverage of
$5,000,000. Management believes this level of insurance is adequate as race
track facilities include insurance coverage in their rental rates, and all
driving participants will be required to sign property damage and injury
disclaimers related to the inherent risks in high speed driving activities.

There are no assurances that the company's planned sale of $2,500,000 of common
stock will be successful. If no funding is received during the next twelve
months, we will be forced to rely on its existing cash in the bank and funds
loaned by the directors and officers. The officers and directors have no formal
commitments or arrangements to advance or loan funds to the company. In such a
restricted cash flow scenario, we would be unable to complete our business plan
steps, and would, instead, delay all cash intensive activities. Without
necessary cash flow, we may be dormant during the next twelve months, or until
such time as necessary funds could be raised in the equity securities market.


Distribution Methods Of Products Or Services

For the first two years of its business plan, the Company will advertise its
driving school through it's Directors' web site, www.openroadracing.com. In
addition, the Company will advertise in publications, such as AutoWeek,
AutoRacingDigest, and Grassroots Motorsports, maintain links on Internet web
pages such as racingschools.com, TheRaceNet.com, and RacingPress.com. Ads in
local newspapers and track publications surrounding the open road races will be
placed prior to each event. Sponsorships for drivers in local events will also
be considered.


Status Of Any Publicly Announced New Product Or Service

The Company has no new product or service planned or announced to the public.


Competitive Business Conditions And The Small Business Issuer's Competitive
Position In The Industry And Methods Of Competition

The size and financial strength of the Company's primary competitors, The
Bondurant School, Richard Petty Driving Experience and Skip Barber Racing School
are substantially greater than those of the Company. In examining major
competitors, Management has concluded none offer a driving school in conjunction
with a competitive open road race. The Bondurant and Barber racing schools
target the amateur and professional race car driver seeking to improve specific
areas of their driving and racing techniques. The Petty Driving Experience
targets racing enthusiasts with programs designed to provide them the
opportunity to drive a race car in a controlled environment. However, the
Company's competitors have longer operating histories, larger customer bases,
and greater brand recognition than the Company. Management is not aware of any
significant barriers to the Company's entry into the motorsport market, however,
the Company at this time has no market share of this market.

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Sources And Availability Of Raw Materials And The Names Of Principal Suppliers

Management will rely on their combined experience and knowledge in the auto
racing business to arrange for the acquisition of vehicles for the racing
school. The Company will utilize road race chassis builders to design and
assemble its vehicles and purchase engines from motorsport engine builders to be
installed in the cars. While the Company has no current contracts with chassis
or engine builders, Management is aware of chassis builders such as Neely
Motorsports, Hutcherson- Pagan Enterprises and S&W Race Cars, and engine
builders such as Gustaf Engine & Machine, Draime Racing Engines and Skip Govia
Motorsports, Inc. Miscellaneous parts and safety equipment are available from
many suppliers such as Trac Dynamics, Simpson Racing, BSR Products and Port City
Racing. Management is also aware of opportunities to purchase turn-key vehicles
from professional race teams at auctions held annually throughout the U.S. and
will consider the most cost-efficient means for the acquisition of the vehicles
while meeting all safety specifications. The Company will enter into agreements
with chassis and engine builders per its business plan after raising capital
during the first six months of 2001 per its plan.


Dependence On One Or A Few Major Customers

We will not depend on any one or a few major customers. Our target market is the
millions of auto racing fans and competition drivers in the U.S. There are
currently 1,585 race tracks located in the United States, 286 of those located
in the states surrounding the road races organized by Del Cerro's Directors.


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or
Labor Contracts, Including Duration

The Company has no current plans for any registrations such as patents,
trademarks, copyrights, franchises, concessions, royalty agreements or labor
contracts. When the Company has sufficient funding, management will seek legal
council to determine if any such registrations would be in its best interests.


Need For Government Approval Of Principal Products Or Services

The Company is not required to apply for or have any government approval for its
products or services. Open Road Races are organized with State or Federal
Highway officials allowing promoters to shut down a designated section of
highway for a period of 8 to 10 hours. Drivers participating in the school will
be required to show a valid state, military or international driver's license.




Effect Of Existing Or Probable Governmental Regulations On The Business

The Company's business is not subject to material regulation by federal
governmental agencies. The Company will be required to meet all state and local
safety standards for the vehicles used

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in its driving schools. Management personnel are familiar with all state and
local safety requirements based on their experience operating open road racing
events.


Estimate Of The Amount Spent During Each Of The Last Two Fiscal Years On
Research And Development Activities, And If Applicable The Extent To Which The
Cost Of Such Activities Are Borne Directly By Customers

The Company has not expended funds for research and development costs since
inception.


Costs And Effects Of Compliance With Environmental Laws

The Company has not expended any funds for compliance with environmental laws
and does not anticipate its business plan will encompass any such compliance
requirements.


Number Of Total Employees And Number of Full Time Employees

The Company's only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring four new employees during the next twelve months.


Risks

Investors in Del Cerro should be particularly aware of the inherent risks
associated with the company's business plan. These risks include but are not
limited to:

WE ARE IN THE DEVELOPMENT STAGE OF OUR BUSINESS. DEL CERRO HAS NO OPERATING
HISTORY, NO MATERIAL CURRENT OPERATIONS, AND NO PROFITS. AT THIS STAGE OF OUR
BUSINESS PLAN, EVEN WITH OUR GOOD FAITH EFFORTS, OUR SHAREHOLDERS ARE ACCEPTING
A HIGH PROBABILITY OF LOSING THEIR INVESTMENT.

        While we fully intend to meet our goals per our business plan, our plan
        may not work. In such a scenario, we could remain as a start-up company
        with no material operations, revenues, or profits. Although management
        has been successful in planning and operating other auto racing
        businesses and events and believes their plan for Del Cerro will
        generate revenue and profit, there is no guarantee their past
        experiences will provide Del Cerro with similar future successes.


OUR BUSINESS STRATEGY REQUIRES US TO RAISE FUNDS OF $2,500,000 THROUGH A PRIVATE
PLACEMENT. WITHOUT FUNDING, WE COULD REMAIN AS A START-UP COMPANY WITH NO
MATERIAL OPERATIONS, REVENUES, OR PROFITS.

        Although we intend to implement our business plan through the
        foreseeable future and will do our best to mitigate the risks associated
        with the business plan, there can be no

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        assurance that our efforts will be successful. Depending upon the
        amount of additional funding we receive, we may be only partially
        successful or completely unsuccessful in implementing our business
        plan, and our shareholders may lose part or all of their investment.


OUR COMPETITORS ARE WELL-ESTABLISHED AND HAVE SUBSTANTIALLY GREATER FINANCIAL,
MARKETING, PERSONNEL AND OTHER RESOURCES THAN WE DO. SHOULD WE BE UNABLE TO
ACHIEVE ENOUGH CUSTOMER MARKET SHARE IN OUR INDUSTRY, WE MAY EXPERIENCE LESS
REVENUE THAN ANTICIPATED AND A SIGNIFICANT REDUCTION IN OUR PROFIT.

        We plan to capitalize on our management's contacts in auto racing and
        name recognition among competition drivers and auto racing fans. While
        we believe we will be able to successfully compete against other similar
        auto racing companies, there is no assurance we will be successful in
        attracting enough competition drivers and auto racing fans to be a
        competitive force in our industry.


THE CURRENT OFFICERS, RODGER WARD AND SHERRIE WARD, ARE THE SOLE OFFICERS AND
DIRECTORS OF THE COMPANY, AND AT THE SAME TIME, THEY ARE INVOLVED IN OTHER
BUSINESS ACTIVITIES. DEL CERRO'S NEEDS FOR THEIR TIME AND SERVICES COULD
CONFLICT WITH THEIR OTHER BUSINESS ACTIVITIES. THIS POSSIBLE CONFLICT OF
INTEREST COULD RESULT IN THEIR INABILITY TO PROPERLY MANAGE DEL CERRO'S AFFAIRS,
RESULTING IN DEL CERRO REMAINING A START-UP COMPANY WITH NO MATERIAL OPERATIONS,
REVENUES, OR PROFITS.

        We have not formulated a plan to resolve any possible conflicts that may
        arise. While Del Cerro and its officers and directors have not formally
        adopted a plan to resolve any potential or actual conflicts of interest
        that exist or that may arise, they have verbally agreed to limit their
        roles in all other business activities to roles of passive investors and
        devote full time services to Del Cerro after we raise capital of
        $2,500,000 through the sale of securities through a private placement
        and are able to provide officers' salaries per our business plan.

THERE IS NO CURRENT PUBLIC MARKET FOR DEL CERRO'S SECURITIES. WE HAVE NO CURRENT
PUBLIC OFFERING AND NO PROPOSED PUBLIC OFFERING OF OUR EQUITY. AS OUR STOCK IS
NOT PUBLICALLY TRADED, INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO
SELL THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.

        We plan to file for trading on the OTC Electronic Bulletin Board which
        is sponsored by the National Association of Securities Dealers, the
        NASD. While this could create liquidity for our shareholders through
        public trading by securities dealers, we do not know when we will be
        able to file for trading, and there is no guarantee of trading volume or
        trading price levels sufficient for investors to sell their stock,
        recover their investment in our stock, or profit from the sale of their
        stock.

IF THE COMPANY BECOMES LISTED FOR TRADING ON THE OTC ELECTRONIC BULLETIN BOARD
THE TRADING IN THE COMPANY'S SHARES MAY BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

        The Securities and Exchange Commission Rule 15g-9 establishes the
        definition of a "penny stock", for the purposes relevant to the Company,
        as any equity security that has a market

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        price of less than $5.00 per share or with an exercise price of less
        than $5.00 per share, subject to certain exceptions. For any transaction
        involving a penny stock, unless exempt, the rules require: (i) that a
        broker or dealer approve a person's account for transactions in penny
        stocks; and (ii) the broker or dealer receive from the investor a
        written agreement to the transaction, setting forth the identity and
        quantity of the penny stock to be purchased. In order to approve a
        person's account for transactions in penny stocks, the broker or dealer
        must (i) obtain financial information and investment experience
        objectives of the person; and (ii) make a reasonable determination that
        the transactions in penny stocks are suitable for that person and the
        person has sufficient knowledge and experience in financial matters to
        be capable of evaluating the risks of transactions in penny stocks. The
        broker or dealer must also deliver, prior to any transaction in a penny
        stock, a disclosure schedule prepared by the Commission relating to the
        penny stock market, which, in highlight form, (i) sets forth the basis
        on which the broker or dealer made the suitability determination; and
        (ii) that the broker or dealer received a signed, written agreement from
        the investor prior to the transaction.

        The effective result of this Rule 15g-9, is that if the share price is
        below $5.00 there will be less purchasers qualified by their brokers to
        purchase shares of the company, and therefore a less liquid market for
        the securities.


Year 2000 Disclosure

Before 2000, business users of computers were aware that time-sensitive software
might cause their computer systems to recognize a date using "00" as the year
1900 rather than the year 2000. Computer users were concerned that this software
date problem might result in system failures or miscalculations causing
disruption of normal business activities, primarily in the first weeks of 2000.

The Company's Management has hands-on familiarity with all of the software that
will be utilized in its business plan and has experienced no Year 2000 related
systems problems as of the date of this filing. Management has discussed Year
2000 computer systems issues with proposed goods and services suppliers for the
Company's business plan and they have confirmed their computer related systems
are already Year 2000 compatible.

As of the date of this filing, Management has made no Year 2000 compliance
plans, other than to plan purchases of computer systems and software which are
already Year 2000 compatible. Management has no Year 2000 contingency plans and
does not intend to prepare future contingency plans related to Year 2000
compliance worst case scenarios.



Reports To Security Holders


We provide an annual report that includes our financial information to our
shareholders. The Company is voluntarily filing this Form 10-KSB in order to
make its financial information equally available to any interested parties or
investors. The Company is subject to the disclosure rules of Regulation S-B for
a small business issuer under the Securities Act of 1933 and the

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Securities Exchange Act of 1934. The Company is required to file Form 10-KSB
annually and Form 10-QSB quarterly. In addition, the Company will be required to
file Form 8 and other proxy and information statements from time to time as
required.

The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street, N. W., Washington D. C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with SEC.


                                     ITEM 2
                             DESCRIPTION OF PROPERTY

The Company's principal executive office address 2635 Camino Del Rio South,
Suite 211, San Diego, CA. The principal executive office and telephone number
are provided by an officer of the corporation. The costs associated with the use
of the telephone and mailing address were deemed by management to be immaterial
as the telephone and mailing address were almost exclusively used by the officer
for other business purposes. Management considers the Company's current
principal office space arrangement adequate until such time as the Company
achieves its business plan goal of raising capital of $2,500,000 and then begins
hiring new employees per its business plan.


                                     ITEM 3
                                LEGAL PROCEEDINGS

The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.

                                     ITEM 4
              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended September 30, 2000, there
were no submissions of matters to a vote of security holders.





                                     PART II

                                     ITEM 5
   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
                               SHAREHOLDER MATTERS

The Company plans to file for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD) as soon as
the Securities and Exchange

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commission notifies us that our SB-2 Registration Statement is effective. The
OTC Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids" and "asks" as well as volume information.

As of the date of this filing, there is no public market for the Company's
securities. As of September 30, 2000, the Company had 61 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no public offering of equity and
there is no proposed public offering of equity.


                                     ITEM 6
                                PLAN OF OPERATION

The Company's current cash balance is $1,554. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through the third quarter of 2001, however, in order to advance the Company's
business plan the Company must raise capital through the sale of equity
securities. We are a development stage company and have generated no revenue to
date. To date, the Company has sold $5,900 in equity securities and used
approximately $4,346 for audit and bank fees. Sales of the Company's equity
securities have allowed the Company to maintain a positive cash flow balance. We
have received a going concern opinion of our financial statements that raises
substantial doubt as to our ability to continue as a going concern.

The Company's business plan encompasses the following steps to implement its
goals: during months one through six of 2001 raise capital of $2,500,000 through
the sale of common stock in a private placement; during months seven through
twelve budget $957,000 for development of its school to include $215,000 for
five track vehicles and one pre-run van, $240,000 for one equipment hauler,
$80,000 for two full-time instructors, $30,000 for temporary track personnel,
$180,000 for facility rentals - including insurance and safety personnel,
$25,000 for one marketing manager, $17,000 for one office staff assistant,
$25,000 for purchase of computers and fixed assets, $75,000 for advertising,
$20,000 for travel expenses, and $50,000 for rent and other operating expenses.

The Company will only be able to advance its business plan after it receives
capital funding through the sale of equity securities. After raising capital,
Management intends to hire employees, rent commercial space in La Mesa,
California, purchase furniture and equipment, and begin development of its
operations. The Company intends to use its equity capital to fund the Company's
business plan during the next twelve months as cash flow from sales is not
estimated to begin until year two of its business plan. The Company will face
considerable risk in each of its business plan steps, such as difficulty of
hiring competent personnel within its budget, difficulty in securing track
facility rental, and a shortfall of funding due to the Company's inability to
raise capital in the equity securities market. If no funding is received during
the next twelve months, the Company will be forced to rely on its existing cash
in the bank and funds loaned by the directors and officers. The Company's
officers and directors have no formal commitments or arrangements to advance or
loan funds to the Company. In such a restricted cash flow scenario, the Company
would be unable to complete its business plan steps, and would, instead, delay
all cash intensive activities. Without necessary cash flow, the Company may be
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.


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There are no current plans for additional product research and development. The
Company plans to purchase approximately $25,000 in furniture, computers, and
software during the next twelve months from proceeds of its equity security
sales. The Company's business plan provides for an increase of four employees
during the next twelve months.


                                     ITEM 7
                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The required financial statements begin on page F-1 of this document.


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

None.

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                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                               SEPTEMBER 30, 1999


<PAGE>   15


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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<S>                                                                           <C>
INDEPENDENT AUDITORS REPORT                                                       F1
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ASSETS                                                                            F2
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LIABILITIES AND STOCKHOLDERS' EQUITY                                              F3
------------------------------------------------------------------------------------


STATEMENT OF OPERATIONS                                                           F4
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STATEMENT OF STOCKHOLDERS' EQUITY                                                 F5
------------------------------------------------------------------------------------


STATEMENT OF CASH FLOWS                                                           F6
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NOTES TO FINANCIAL STATEMENTS                                                 F7-F11
------------------------------------------------------------------------------------
</TABLE>


<PAGE>   16


                          INDEPENDENT AUDITORS' REPORT


Board of Directors                                              October 23, 2000
DEL CERRO ENTERPRISES, INC.
San Diego, California

        I have audited the accompanying Balance Sheets of DEL CERRO ENTERPRISES,
INC. (A Development Stage Company), as of September 30, 2000, and September 30,
1999, and the related statements of operations, stockholders' equity and cash
flows for the year ended September 30, 2000, and the period March 10, 1999,
(inception), to September 30, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

        I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

        In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of DEL CERRO
ENTERPRISES, INC. (A Development Stage Company), as of September 30, 2000, and
September 30, 1999, and the related statements of operations, stockholders'
equity and cash flows for the year ended September 30, 2000, and the period
March 10, 1999, (inception), to September 30, 1999, in conformity with generally
accepted accounting principles.

        The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/  Barry L. Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV  89123
(702) 361-8414

                                     - F1 -
<PAGE>   17

                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                                     ASSETS

<TABLE>
<CAPTION>

                                SEPTEMBER           SEPTEMBER
                                 30, 2000            30, 1999
                              --------------      --------------
<S>                           <C>                 <C>
CURRENT ASSETS

    CASH                      $        1,554      $        5,900
                              --------------      --------------

    TOTAL CURRENT ASSETS      $        1,554      $        5,900
                              --------------      --------------

OTHER ASSETS                  $            0      $            0
                              --------------      --------------

    TOTAL OTHER ASSETS        $            0      $            0
                              --------------      --------------

TOTAL ASSETS                  $        1,554      $        5,900
                              --------------      --------------
</TABLE>



    The accompanying notes are an integral part of these financial statements

                                     - F2 -


<PAGE>   18




                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                        SEPTEMBER           SEPTEMBER
                                         30, 2000            30, 1999
                                      --------------      --------------
<S>                                   <C>                 <C>
CURRENT LIABILITIES                   $            0      $            0
                                      --------------      --------------

    TOTAL CURRENT LIABILITIES         $            0      $            0
                                      --------------      --------------


STOCKHOLDERS' EQUITY (Note #4)

    Common stock
    Par value $0.001
    Authorized 50,000,000 shares
    Issued and outstanding at

    September 30, 1999-
    119,000 shares                                        $          119

    September 30, 2000-
    8,449,000 shares                  $        8,449

    Additional Paid-In Capital                +3,451             +11,781

    Deficit accumulated during
    The Development stage                    -10,346              -6,000
                                      --------------      --------------


TOTAL STOCKHOLDERS' EQUITY            $        1,554      $        5,900
                                      --------------      --------------


TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                  $        1,554      $        5,900
                                      --------------      --------------
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                     - F3 -


<PAGE>   19


                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                           YEAR           MAR. 10,       MAR. 10, 1999
                                           ENDED          1999, TO        (INCEPTION)
                                          SEP. 30,        SEPT. 30,       TO SEP. 30,
                                            2000            1999              2000
                                        -------------   -------------   ---------------
<S>                                     <C>             <C>             <C>
INCOME
    Revenue                             $           0   $           0   $             0
                                        -------------   -------------   ---------------


EXPENSES

    General, Selling and
    Administrative                      $       4,346   $       6,000   $        10,346
                                        -------------   -------------   ---------------

    TOTAL EXPENSES                      $       4,346   $       6,000   $        10,346
                                        -------------   -------------   ---------------

NET PROFIT/LOSS (-)                     $      -4,346   $      -6,000   $       -10,346
                                        -------------   -------------   ---------------


Net Profit/Loss(-)
per weighted share
(Note #1)                               $         Nil   $         Nil   $           Nil
                                        -------------   -------------   ---------------


Weighted average
Number of common
shares outstanding                          8,449,000       8,449,000         8,449,000
                                        -------------   -------------   ---------------
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                     - F4 -

<PAGE>   20


                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                      Additional       Accumu-
                          Common          Stock         paid-in         lated
                          Shares         Amount         Capital        Deficit
                         ---------      ---------      ---------      ---------
<S>                      <C>            <C>           <C>             <C>

March 24, 1999
Issued For Services         60,000      $      60      $   5,940

April 2, 1999
Issued For Cash             59,000             59          5,841

Net loss year ended
March 10, 1999
(Inception) to
September 30, 1999                                                     $-6,000
                         ---------      ---------      ---------      ---------

Balance,
September 30, 1999         119,000      $     119      $  11,781       $-6,000

March 15, 2000
Forward Stock Split
70 for 1                 8,330,000         +8,330         -8,330

Net Loss Year Ended
September 30, 2000                                                      -4,346
                         ---------      ---------      ---------      ---------

Balance,
September 30, 2000       8,449,000      $   8,449      $   3,451      $-10,346
                         ---------      ---------      ---------      ---------
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                     - F5 -


<PAGE>   21

                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                  YEAR            MAR. 10,       MAR. 10, 1999
                                 ENDED            1999, TO        (INCEPTION)
                                SEP. 30,         SEPT. 30,        TO SEP. 30,
                                  2000              1999              2000
                              ------------      ------------      ------------
<S>                           <C>               <C>               <C>
Cash Flows from
Operating Activities

    Net Loss                  $     -4,346      $     -6,000      $    -10,346

    Adjustment to
    Reconcile net loss
    To net cash provided
    by operating
    Activities
    Issue Common Stock
    For Services                         0            +6,000            +6,000

Changes in assets and
Liabilities                              0                 0                 0
                              ------------      ------------      ------------

Net cash used in
Operating activities          $     -4,346      $          0      $     -4,346

Cash Flows from
Investing Activities                     0                 0                 0

Cash Flows from
Financing Activities

    Issuance of Common
    Stock for Cash                       0            +5,900            +5,900
                              ------------      ------------      ------------

Net Increase (decrease)       $     -4,346      $     +5,900            +1,554

Cash,
Beginning of period                 +5,900                 0                 0
                              ------------      ------------      ------------

Cash, End of Period           $      1,554      $      5,900      $      1,554
                              ------------      ------------      ------------
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                     - F6 -


<PAGE>   22

                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS

                   SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999



NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

        The Company was organized March 10, 1999, under the laws of the State of
        Nevada as DEL CERRO ENTERPRISES, INC. The Company currently has no
        operations and in accordance with SFAS #7, is considered a development
        company. In March 1999, the board of directors voted to seek capital and
        began developing a business plan. In March 1999 the Company received its
        initial funding through the sale of common stock. The company remains in
        a development stage until it completes its registration statement
        process with the U.S. Securities and Exchange Commission, is listed on a
        stock exchange, and secures equity funding.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Accounting Method

               The Company records income and expenses on the accrual method.

        Estimates

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

        Cash and equivalents

               The Company maintains a cash balance in a non-interest-bearing
               bank that currently does not exceed federally insured limits. For
               the purpose of the statements of cash flows, all highly liquid
               investments with the maturity of three months or less are
               considered to be cash equivalents.

                                     - F7 -

<PAGE>   23

                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)



                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        Income Taxes

               Income taxes are provided for using the liability method of
               accounting in accordance with Statement of Financial Accounting
               Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
               deferred tax asset or liability is recorded for all temporary
               difference between financial and tax reporting. Deferred tax
               expense (benefit) results from the net change during the year of
               deferred tax assets and liabilities.


        Reporting on Costs of Start-Up Activities

               Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
               of Start-Up Activities" which provides guidance on the financial
               reporting of start-up costs and organization costs. It requires
               most costs of start-up activities and organization costs to be
               expensed as incurred. SOP 98-5 is effective for fiscal years
               beginning after December 15, 1998. With the adoption of SOP 98-5,
               there has been little or no effect on the company's financial
               statements.

        Loss Per Share

               Net loss per share is provided in accordance with Statement of
               Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
               Share". Basic loss per share is computed by dividing losses
               available to common stockholders by the weighted average number
               of common shares outstanding during the period. Diluted loss per
               share reflects per share amounts that would have resulted if
               dilative common stock equivalents had been converted to common
               stock. As of September 30, 2000, the Company had no dilative
               common stock equivalents such as stock options.


                                     - F8 -

<PAGE>   24

                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


        Year End

        The Company has selected September 30th as its fiscal year-end.


NOTE 3 - INCOME TAXES

        There is no provision for income taxes for the period ended September
        30, 2000. The Company's total deferred tax asset as of September 30,
        2000, is as follows:

<TABLE>

              <S>                                                  <C>
              Net operation loss carry forward                     $      10,346
              Valuation allowance                                  $      10,346

              Net deferred tax asset                               $           0
</TABLE>



        The federal net operating loss carry forward will expire between 2019
        and 2020.

        This carry forward may be limited upon the consummation of a business
        combination under IRC Section 381.

                                     - F9 -


<PAGE>   25


                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999

NOTE 4 - STOCKHOLDERS' EQUITY

        Common Stock

        The authorized common stock of the corporation consists of 50,000,000
        shares with a par value $0.001 per share.

        Preferred Stock

        The Company has no preferred stock.

        On March 24, 1999, the Company issued 60,000 shares of its $0.001 par
        value common stock for services of $6,000 to its directors.

        On March 24, 1999, the State of Nevada approved the Company's restated
        Articles of Incorporation, which changed the par value from no par to
        $0.001. Also, the Company's authorized common stock was increased from
        25,000 shares to 50,000,000 shares.

        On March 15, 2000, the Company approved a forward stock split on the
        basis of 70 for 1, thus increasing the common stock from 119,000 shares
        8,449,000 shares.


NOTE 5 - GOING CONCERN

        The Company's financial statements are prepared using generally accepted
        accounting principles applicable to a going concern which contemplates
        the realization of assets and liquidation of liabilities in the normal
        course of business. However, the Company does not have significant cash
        or other material 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. The Company hopes to raise operating
        capital through a private placement during the first seven months of its
        business plan, develop its facilities during months seven through
        twelve, and begin operations at the beginning of year two of its plan.
        The stockholders/officers and/or directors have informally committed to
        advancing the operating costs of the Company interest free, if
        necessary.

                                     - F10 -


<PAGE>   26



                           DEL CERRO ENTERPRISES, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999


NOTE 6 - WARRANTS AND OPTIONS

        There are no warrants or options outstanding to acquire any additional
        shares of common stock.


NOTE 7 - RELATED PARTY TRANSACTIONS

        The Company neither owns nor leases any real or personal property. An
        officer of the corporation provides office services without charge. Such
        costs are immaterial to the financial statements and accordingly, have
        not been reflected therein. The officers and directors of the Company
        are involved in other business activities and may in the future, become
        involved in other business opportunities. If a specific business
        opportunity becomes available, such persons may face a conflict in
        selecting between the Company and their other business interests. The
        Company has not formulated a policy for the resolution of such
        conflicts.





                                     - F11 -

<PAGE>   27

                                    PART III

                                     ITEM 9
                   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
                               AND CONTROL PERSONS

The Directors and Officers of the Company, all of those whose one year terms
will expire 3/31/01, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>

Name & Address        Age    Position       Date First Elected   Term Expires
-----------------------------------------------------------------------------
<S>                   <C>                   <C>                   <C>
Rodger Ward            79    President,     3/15/99               3/31/01
3428 Trophy Drive            Treasurer,
La Mesa, CA 91941            Director

Sherrie Ward           49    Secretary,     3/15/99               3/31/01
3428 Trophy Drive            Director
La Mesa, CA 91941
</TABLE>

Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

The Directors, Rodger and Sherrie Ward, are husband and wife.

No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.

Resumes

Rodger Ward, President, Treasurer & Director

1995 - Current  President, Classic Auto Racing Society, El Cajon, California.
                Company specializes in staging open road competition races in
                various states. Responsible for staff and safety personnel
                training, public relations,

                                       14
<PAGE>   28


                marketing, technical rule enforcement, technical inspection
                personnel training, course design and selection.

1980 - Current  Racing Analyst, Speaker
1979 - 1984     Director of Special Events, Circus Circus Hotel & Casino, Las
                Vegas, NV Manager, Circus Circus Unlimited Hydroplane Racing
                Team


1975 - 1978     Owner/Promoter, Owasso Motor Speedway, Michigan
1969 - 1972     Director of Public Relations, Ontario Motor Speedway, California

                Indianapolis 500 Champion 1959 & 1962
                USAC National Champion 1959 & 1962


Sherrie Ward, Secretary & Director

1994 - Current  Secretary, Treasurer, Classic Auto Society, El Cajon,
                California. Company specializes in staging open road competition
                races in various states. Responsible for licensing, state and
                local permits, pre event planning and setup, administration,
                accounting, contract preparation, television broadcasting
                negotiations, event scheduling, sponsorships, and daily
                operations management.


                                     ITEM 10
                             EXECUTIVE COMPENSATION

The company's current officers receive no compensation.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

Name &              Year   Salary    Bonus  Other      Restricted    Options     LTIP     All other
principle                   ($)      ($)    annual     stock         SARs        Payouts  compen-
position                                    compen-    awards ($)                ($)      sation ($)
                                            sation ($)
----------------------------------------------------------------------------------------------------
<S>                 <C>     <C>      <C>    <C>        <C>           <C>         <C>      <C>
R Ward              1999      -0-      -0-      -0-     3,000         -0-         -0-      -0-
Pres., Tres.,       2000      -0-      -0-      -0-      -0-          -0-         -0-      -0-
Director

S Ward              1999      -0-      -0-      -0-     3,000         -0-         -0-      -0-
Secretary,          2000      -0-      -0-      -0-      -0-          -0-         -0-      -0-
Director
</TABLE>


There are no current employment agreements between the Company and its executive
officers.

The Board agreed to pay Mr. Ward for administrative services 30,000 shares of
the Company's common stock on March 12, 1999. The stock was valued at the price
unaffiliated investors paid for stock sold by the Company, $.10 per share. On
March 15, 2000, 2,100,000 shares of the Company's common stock were issued to
him per a 71 for 1 stock split.


                                       15
<PAGE>   29

The Board agreed to pay Mrs. Ward for administrative services 30,000 shares of
the Company's common stock on March 12, 1999. The stock was valued at the price
unaffiliated investors paid for stock sold by the Company, $.10 per share. On
March 15, 2000, 2,100,000 shares of the Company's common stock were issued to
her per a 71 for 1 stock split.

The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.

The officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $25,000 at each month end. When
positive cash flow reaches $25,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will that benefits the Company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.


                                     ITEM 11
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - September 30, 2000:
<TABLE>
<CAPTION>

Title Of       Name &                       Amount &             Percent
Class          Address                      Nature of owner      Owned
-----          -------                      ---------------      -----
<S>            <C>                          <C>                  <C>
Common         Rodger Ward                  2,130,000 (a)        25%
               3428 Trophy Drive
               La Mesa, CA 91941

Common         Sherrie Ward                 2,130,000 (b)        25%
               3428 Trophy Drive
               La Mesa, CA 91941

Total Shares Owned by Officers & Directors
As a Group
                                            4,260,000            50%
</TABLE>

                                       16
<PAGE>   30

(A)     Mr. Ward received for administrative services 30,000 shares of the
        Company's common stock on March 12, 1999. 2,100,000 shares of the
        Company's common stock were issued to him per a 71 for 1 forward stock
        split on March 15, 2000.

(B)     Mrs. Ward received for administrative services 30,000 shares of the
        Company's common stock on March 12, 1999. 2,100,000 shares of the
        Company's common stock were issued to her per a 71 for 1 forward stock
        split on March 15, 2000.



                                     ITEM 12
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr. Ward, an
officer of the corporation. The costs associated with the use of the telephone
and mailing address were deemed by management to be immaterial as the telephone
and mailing address were almost exclusively used by the officer for other
business purposes.


                                     ITEM 13
        EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


        Exhibit 23    Consent of Experts and counsel

        Reports filed on Form 8-K: None

        Reports required to be filed by Regulation S-X:  None


                                       17
<PAGE>   31

                                   SIGNATURES
                                   ----------

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


                                                   Del Cerro Enterprises, Inc.




Date    February 5, 2001                       By   /s/ Rodger Ward


                                                   -----------------------------
                                                   Rodger Ward, President,
                                                   Secretary & Director



Date    February 5, 2001                       By   /s/ Sherrie Ward

                                                    ----------------------------
                                                    Sherrie Ward, Treasurer &
                                                    Director