SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                           FORM 10-KSB

                     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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF   1934

 For the transition period from ___________    to _____________

                Commission file number: 333-50332
                                        ---------


                     DEL CERRO ENTERPRISES, INC.
                     ---------------------------
      (Exact name of Registrant as specified in its charter)



          Nevada                          88-0453649
          -------              -----------------------------------
(State or other jurisdiction   (I.R.S. Employer Identification No.)
of incorporation or organization)

                     200 - 675 West Hastings Street
             Vancouver, British Columbia, Canada  V6B 1N2
             --------------------------------------------
               Address of principal executive offices)

                            (604) 408-1990
                            --------------
         Registrant's telephone number, including area code

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

  Title of each class             Name of each exchange on which
  to be so registered             each class is to be registered

       None                                     None

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

                          Common Stock
                          ------------
                        (Title of Class)

Check whether the Issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities 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.

<PAGE>

                           Yes ( )           No (x)

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of 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 ( )          No (x)


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

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computer by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days.  (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

                                $209,450
                           -----------------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

                               4,189,000
                           -----------------

                                   2
<PAGE>


                           TABLE OF CONTENTS

                                                                       Page

ITEM 1:  DESCRIPTION OF BUSINESS                                         4
ITEM 2:  DESCRIPTION OF PROPERTY                                         7
ITEM 3:  LEGAL PROCEEDINGS                                               7
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             8
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS        8
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       8
ITEM 7:  FINANCIAL STATEMENTS                                            9
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
ITEM 10: EXECUTIVE COMPENSATION
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 13: EXHIBITS AND REPORTS

                                   3
<PAGE>

PART I

ITEM 1:  DESCRIPTION OF BUSINESS

Organization

We were organized as a Nevada corporation on March 10, 1999 for the purpose
of developing a high performance driving school in conjunction with annual
nationwide open road races.  Due to our inability to secure financing in
connection with the development of our business plan, we decided to seek
business opportunities in other sectors.

On August 2, 2001, we announced that we had reached an agreement in
principle to acquire Western Canadian Hydro Development Inc., a private
British Columbia company involved in the development of hydroelectric
power generation projects Concurrently, Mr. Bill Lightowlers agreed to
act as our president and director
in place of Rodger Ward and Sherrie Ward.  During the course of our due
diligence investigation of Western Canadian Hydro Development, Inc.'s
business affairs, our management determined that several third parties
disputed the company's title to two hydroelectric creek licenses.  As a
result of this dispute, we decided to terminate negotiations with
Western Canadian Hydro Development, Inc.

On March 19, 2002, we underwent a change in management as Mr. Ted Burylo and
Mr. Clive Brookes were appointed as our directors.  Mr. Burylo acts as our
president and chief executive officer, while Mr. Brookes acts as our
secretary, treasurer and chief financial officer.

Business of the Company

We intend to engage in the acquisition and exploration of mineral properties.
We are currently reviewing several mineral properties with a view to acquiring
an interest in one or more.  We do not currently own any mineral property
assets.

We expected to meet future financial obligations through director loans or
private placement subscriptions.  There is no guarantee that we will be able
to secure such director loans or private placements.

Risk Factors

You should be particularly aware of the inherent risks associated with our
business plan. These risks include but are not limited to:

If we do not obtain additional financing, our business will fail

As of September 30, 2001, we had no cash on hand.  We have no other assets.
Our business plan calls for significant expenses in connection with the
acquisition and exploration of a mineral property.  In addition, we will
require additional financing to sustain our business operations if we are
not successful in earning revenues once exploration is complete.  We do not
currently have any arrangements for financing and we can provide no assurance
that we will be able to find such financing if required.  Additional
financing will be subject to a number of factors, including market prices
for any minerals found, investor acceptance of our

                                   4
<PAGE>

property and investor sentiment.  These factors may make the timing, amount,
terms or conditions of additional financing unavailable to us.

We believe the only realistic source of future funds presently available to
us is through related-party loans and the sale of equity capital.  Any sale
of share capital will result in dilution to existing shareholders.  The only
other alternative for the financing of further exploration would be through
our sale of an interest in our property to another party, which is not
presently contemplated.

Because we have only recently commenced business operations, we face a high
risk of business failure.

We have not even begun the initial stages of exploration of our business plan,
and thus have no way to evaluate the likelihood that we will be able to
operate our business successfully.  We were incorporated on March 1999 and
to date have been unsuccessful in proceeding with two separate business plans
under former management.  We have not earned any revenues to date. Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems,
expenses, difficulties, complications and delays encountered in connection
with the exploration of the mineral properties that we plan to undertake.
These potential problems include, but are not limited to, unanticipated
problems relating to exploration, and additional costs and expenses that may
exceed current estimates. We have no history upon which to base any assumption
as to the likelihood that our business will prove successful, and we can
provide no assurance that we will generate any operating revenues or ever
achieve profitable operations. If we are unsuccessful in addressing these
risks, our business will most likely fail.

Because we have only recently commenced business operations, we expect to
incur operating losses for the foreseeable future.

We have never earned revenues and we have never been profitable. If we are
successful in acquiring an interest in a mineral property, we anticipate that
we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future.
If we are unable to generate significant revenues from the exploration and
development of mineral claims, we will not be able to achieve profitability
or continue operations.

Because management has only limited experience in mineral exploration, the
business has a higher risk of failure.

Our management, while experienced in managing mineral exploration companies,
does not have any specific education or training in geology.  As a result of
this inexperience, there is a higher risk of our being unable to complete our
business plan in the exploration and development of mineral properties.

Because of the speculative nature of exploration of mining properties, there
is substantial risk that no commercially exploitable minerals will be found
and our business will fail.

The search for valuable minerals as a business is extremely risky.  We cannot
provide any assurance that any mineral claim interests we acquire will
contain commercially exploitable reserves.  Exploration for minerals is a
speculative venture necessarily involving substantial risk.  The expenditures
to be made by

                                   5
<PAGE>

us in the exploration of mineral properties may not result in the discovery of
commercial quantities of ore. Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to
complete our business plan.

Because of the inherent dangers involved in mineral exploration, there is a
risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards.  As a result, we
may become subject to liability for such hazards, including pollution,
cave-ins and other hazards against which we cannot insure or against which we
may elect not to insure.  The payment of such liabilities may have a material
adverse effect on our financial position.

If we discover commercial reserves of precious or base metals on a mineral
property, we can provide no assurance that we will be able to successfully
place the mineral claims into commercial production.

If our exploration programs are successful in establishing ore of commercial
tonnage and grade on any mineral property interests we acquire, we will
require additional funds in order to place the mineral claims into commercial
production.  In such an event, we may be unable to do so.

Because market factors in the mining business are largely out of our control,
we may not be able to market any ore that may be found.

The mining industry, in general, is intensively competitive and we can provide
no assurance that even if commercial quantities of ore are discovered that a
ready market will exist for the sale of any ore found.  Numerous factors
beyond our control may affect the marketability of any substances discovered.
These factors include market fluctuations, the proximity and capacity of
natural resource markets and processing equipment, government regulations,
including regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals and environmental protection.  The
exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in our not receiving an adequate
return on invested capital.

If we become subject to burdensome government regulation or other legal
uncertainties, our business will be negatively affected.

There are several governmental regulations that may materially restrict our
use and development of ore. In addition, the legal and regulatory environment
that pertains to the exploration of ore is uncertain and may change.
Uncertainty and new regulations could increase our costs of doing business
and prevent us from exploring or developing ore deposits. The growth of
demand for ore may also be significantly slowed. This could delay growth in
potential demand for and limit our ability to generate revenues.  In addition
to new laws and regulations being adopted, existing laws may be applied to
mining that have not as yet been applied.  These new laws may increase our
cost of doing business with the result that our financial condition and
operating results may be harmed.
                                   6
<PAGE>

If a market for our common stock does not develop, shareholders may be unable
to sell their shares.

There is currently no market for our common stock and we can provide no
assurance that a market will develop.  If no market is ever developed for
our shares, it will be difficult for shareholders to sell their stock. In
such a case, shareholders may find that they are unable to achieve benefits
from their investment.

If a market for our common stock develops, our stock price may be volatile.

If a market for our common stock develops, we anticipate that the market
price of our common stock will be subject to wide fluctuations in response
to several factors, including:

   (1)	actual or anticipated variations in our results of operations;
   (2)	our ability or inability to generate new revenues;
   (3)	increased competition; and
   (4)	conditions and trends in the mining industry.

Further, if our common stock is traded on the NASD OTC Bulletin Board, our
stock price may be impacted by factors that are unrelated or disproportionate
to our operating performance.   These market fluctuations, as well as general
economic, political and market conditions, such as recessions, interest rates
or international currency fluctuations may adversely affect the market price
of our common stock.

Environmental Laws

The exploration programs that we intend to conduct in connection with any
mineral property interests we acquire will be subject to national, state
and local regulations regarding environmental considerations.  Most operations
involving exploration activities are subject to existing requirements relating
to exploration and mining procedures, reclamation, safety precautions,
employee health and safety, air quality standards, pollution of stream and
fresh water sources, odor, noise, dust and other environmental protection
controls.  All requirements imposed by such authorities may be costly, time
consuming and may delay commencement or continuation of exploration or
production operations.

Forward-Looking Statements

This Form 10-KSB contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.
You should not place too much reliance on these forward-looking statements.
Our actual results are likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced
by us described in the above "Risk Factors" section and elsewhere in this
document.

ITEM 2:  DESCRIPTION OF PROPERTY

Our executive offices are located at 200 - 675 West Hastings Street, Vancouver,
British Columbia, Canada.

Clive Brookes, our secretary, treasurer and chief financial officer, provides
principal executive office space and telephone service to us free of charge.
The costs associated with the use of the telephone and mailing address were
deemed by management to be immaterial.

                                   7
<PAGE>

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to our security holders for a vote during the
fourth quarter of our fiscal year ending September 30, 2001.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

During the fiscal year ended September 30, 2001, our shares of common stock
were quoted for trading on the OTC Bulletin Board, which is sponsored by the
National Association of Securities Dealers.  The OTC Bulletin Board is a
network of security dealers who buy and sell stock. The dealers are connected
by a computer network that provides information on current "bids" and "asks",
as well as volume information.

On February 6, 2002, quotation of our common stock through the facilities of
the OTC Bulletin Board ceased due to our failure to file required disclosure
documents with the Securities & Exchange Commission in a timely manner in
accordance with NASD Rule 6530.  We intend to reapply to have our common
stock quoted for trading of the OTC Bulletin Board.  There is no guarantee
that we will be successful in this application.

As of the date of this filing, there is no public market for our securities.
We currently have 61 shareholders of record.  We have paid no cash dividends
and have no outstanding warrants or options.  We have no plans to register
any of our 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: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

We intend to raise the funds necessary to acquire an interest in a mineral
property and to complete a Phase I recommended exploration program on such
property. We anticipate that additional funding will be in the form of equity
financing from the sale of our common stock or from related-party loans.
There is no assurance that we will be able to achieve additional sales of
our common stock sufficient to fund Phase I of an exploration program. We
do not have any arrangements in place for future equity financing.

If we do not secure additional financing, we will not be able to acquire an
interest in a mineral property and complete any proposed exploration program.

Results of Operations

We have had no operating revenues since our incorporation on March 10, 1999.
Our activities have been

                                   8
<PAGE>

financed from the proceeds of share subscriptions.  From the date of our
incorporation to September 30, 2001, we have raised a total of $11,900 from
private offerings of our securities. We have used these funds for general
operating expenses.  At September 30, 2001, we had no cash on hand or
liabilities. We incurred a loss of $1,554 during the fiscal year representing
general and administrative costs.

ITEM 7:  FINANCIAL STATEMENTS

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

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

None.

PART III

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

Name            Age      Position with Registrant     Served as a Director
                                                        Or Officer Since

Ted Burylo      61       President, chief executive       March 20, 2002
                         officer and director
Clive Brookes   48       Director                         March 20, 2002

The following is a biographical summary of our directors and officers:

TED BURYLO is an independent businessman that provides consulting services
to junior venture companies.  Since 2001, Mr. Burylo has acted as online
marketing executive for Stockscape Network Group, Inc., a private investor
relations consulting and marketing firm for publicly trading companies.  He
has also acted as a director of Enwest Ventures Corp. and WPN Resources Ltd.
since September 2001 and November 2001 respectively.  Enwest Ventures Corp.
and WPN Resources Ltd. are both British Columbia and Alberta reporting
companies involved in mineral property exploration.

CLIVE BROOKES graduated from the University of British Columbia in 1977 with
a Bachelor of Commerce degree.  Since 1990, he has acted as President and a
director of Sunrise Communications Ltd., a private company involved in the
organization, reorganization and management of reporting and non-reporting
companies.  Mr. Brookes also brings to the Company over seven years experience
acting as a director and officer of reporting companies involved in the
exploration and development of mineral properties.  He currently acts as
President, Chief Executive Officer and a director of Energulf Resources Inc.
and as a director of Iciena Ventures Inc, both of which are British Columbia
and Alberta reporting companies involved in the mineral exploration business.

All directors are elected annually by our shareholders and hold office until
the next Annual General Meeting.  Each officer holds office at the pleasure
of the board of directors.  No director or officer has any family relationship
with any other director or officer.

ITEM 10:  EXECUTIVE COMPENSATION
                                   9
<PAGE>

Officers and Directors

We did not pay any remuneration to our directors or officers during the fiscal
year ended September 30, 2001. We have no agreement with our officers and
directors regarding compensation for their services.

Incentive Stock Options

There are no stock options to purchase our securities outstanding.

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership
of our shares of common stock at May 2, 2002 by (i) each person known by us
to be the beneficial owner of more than 5% of our outstanding shares of
common stock, (ii) each of our directors, (iii) our executive officers,
and (iv) by all directors and executive officers of Infinex as a group.
Each person named in the table, has sole voting and investment power with
respect to all shares shown as beneficially owned by such person and can
be contacted at our executive office address.

                 NAME OF              SHARES OF
TITLE OF CLASS   BENEFICIAL OWNER   COMMON STOCK     PERCENT OF CLASS

Common              Ted Burylo           0                   0%


Common              Clive Brookes        0                   0%

DIRECTORS AND
OFFICERS AS A
GROUP                                    0                   0%


The percent of class is based on 4,189,000 shares of common stock issued
and outstanding as of May 2, 2002.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, none of our directors or officers, nor any
proposed nominee for election as a director, nor any person who beneficially
owns, directly or indirectly, shares carrying more than 10% of the voting
rights attached to all of our outstanding shares, nor any promoter, nor any
relative or spouse of any of the foregoing persons has any material interest,
direct or indirect, in any transaction since our incorporation or in any
presently proposed transaction which, in either case, has or will materially
affect us.

Our management is 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 our business and their other business interests.  In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.

                                   10
<PAGE>

ITEM 13:  EXHIBITS AND REPORTS

Exhibits

EXHIBIT
NUMBER                  DESCRIPTION
--------                -----------

 3.1*   Articles of Incorporation
 3.2*   By-Laws


* incorporated by reference from our Form SB-2 that was originally
  filed with the commission on November 20, 2000.

                                   11
<PAGE>

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.


By   	/s/ Ted Burylo
     --------------
     Ted Burylo
     President, chief executive officer & director
     Date: May 3, 2002

In accordance with the Securities 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.

By   /s/ Ted Burylo
     --------------
     Ted Burylo
     President, chief executive officer & director
     Date: May 3, 2002


By   /s/ Clive Brookes
     -----------------
     Clive Brookes
     Secretary, treasurer & director
     Date: May 3, 2002



<PAGE>

                               DEL CERRO
                            ENTERPRISES, INC.
                     (a development stage company)

                         Financial Statements
                                 and
                     Independent Auditor's Report

                      September 31, 2001 and 2000


<PAGE>



                       DEL CERRO ENTERPRISES, INC.
                      (a development stage company)

                      INDEX TO FINANCIAL STATEMENTS


                                                                Page

Report of Independent Certified Public Accountants               F-2

Financial Statements

Balance Sheets
 as of September 30, 2001 and 2000                               F-3

Statements of Operations and Comprehensive Income
for the years ended September 30, 2001 and 2000 and
for the period from March 10, 1999 (date of inception)
through September 30, 2001                                       F-4

Statement of Changes in Stockholders' Equity
for the period from March 10, 1999 (date of
inception) through September 30, 2001                            F-5

Statements of Cash Flows
for the years ended September 30, 2001 and 2000 and
for the period from March 10, 1999 (date of inception)
throughSeptember 30, 2001                                        F-6

Notes to Financial Statements                                    F-7

                                   F-1
<PAGE>

                 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Del Cerro Enterprises, Inc.

We have audited the accompanying balance sheets of Del Cerro Enterprises,Inc.
(a Nevada corporation and a development stage company) as of September 30,
2001 and 2000 and the related statements of operations and comprehensive
income, changes in stockholders' equity and cash flows for each of the
years ended September 30, 2001 and 2000, and for the period from March 10,
1999 (date of inception) 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 audit 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 audit provides 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 Del Cerro Enterprises,
Inc.(a development stage company) as of September 30, 2001 and 2000, and
the results of its operations and its cash flows each of the years ended
September 30, 2001 and 2000 and for the period from March 10, 1999
(date of inception) through September 30, 2001, in conformity with
generally accepted accounting principles 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 B to the
financial statements, the Company has had no viable operations or significant
assets since inception and is dependent upon significant shareholders to
provide sufficient working capital to maintain the integrity of the corporate
entity.  These circumstances create substantial doubt about the Company's
ability to continue as a going concern.  The financial statements do not
contain any adjustments that might result from the outcome of these
uncertainties.



                                                 S. W. HATFIELD, CPA
Dallas, Texas
April 17, 2002

                                   F-2
<PAGE>

                        DEL CERRO ENTERPRISES, INC.
                       (a development stage company)
                             BALANCE SHEETS
                        September 30, 2001 and 2000

<TABLE>
<CAPTION>
                                    September 30,           September 30,
                                        2001                    2000
                                        ----                    ----
<S>                                  <C>                    <C>
                         ASSETS
                         ------

Current Assets
Cash on hand and in bank              $     -                $  1,554
                                      -------                --------

Total current assets                        -                   1,554
                                      -------                --------

TOTAL ASSETS                          $     -                $  1,554
                                      =======                ========

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

Current Liabilities
Accounts payable - trade              $     -                $      -
                                      -------                --------
Total current liabilities                   -                       -
                                      -------                --------
Commitments and contingencies

Stockholders' Equity
Common stock - $0.001 par value.
 50,000,000 shares authorized.
 4,189,000 and 8,449,000 shares
 issued and outstanding,
 respectively.                          4,189                   8,449
Additional paid-in capital              7,711                   3,451
Deficit accumulated during
the development phase                 (11,900)                (10,346)
                                      -------                --------

Total stockholders' equity                  -                   1,554
                                      -------                --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                 $      -               $   5,494
                                      =======                ========

</TABLE>


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

                                   F-3
<PAGE>

                      DEL CERRO ENTERPRISES, INC.
                     (a development stage company)
              STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               Years ended September 30, 2001 and 2000 and
 Period from March 10, 1999 (date of inception) through September 30, 2001

<TABLE>
<CAPTION>

                                                           Period from
                                                          March 10, 1999
                                                       (date of inception)
                              Year ended   Year ended         through
                            September 30, September 30,    September 30,
                                2001          2000             2001
                                ----          ----             ----
<S>                           <C>           <C>             <C>
Revenues                      $      -      $      -        $       -
                              --------      --------        ---------

Operating Expenses
 Selling expenses                    -             -                -
 General and administrative
 Expenses                        1,554         4,346           11,900
                              --------      --------        ---------

Total operating expenses         1,554         4,346           11,900
                              --------      --------        ---------

Loss from operations            (1,554)       (4,346)         (11,900)

Other income                         -             -                -
                              --------      --------        ---------
Loss before provision
for income taxes                (1,554)       (4,346)         (11,900)

Provision for income taxes           -             -                -
                              --------      --------        ---------

Net Loss                        (1,554)       (4,346)         (11,900)

Other comprehensive income           -             -                -
                              --------      --------        ---------


Comprehensive Loss            $(1,554)      $(4,346)         $(11,900)
                              ========      ========        =========

Net loss per weighted-average
share of common stock
outstanding, calculated on
Net Loss - basic and fully
diluted                            nil           nil              nil
                              ========      ========        =========

Weighted-average number of
sharesof common stock
outstanding                  7,748,726     8,449,000         8,086,103
                             =========     =========         =========

</TABLE>

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

                                   F-4
<PAGE>

                       DEL CERRO ENTERPRISES, INC.
                      (a development stage company)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 Period from March 10, 1999 (date of inception) through September 30, 2001

<TABLE>
<CAPTION>
                                                                     Deficit
                                                                   accumulated
                                        Common Stock    Additional  during the
                                        ------------      paid-in  development
                                      Shares    Amount    capital     phase     Total
                                      ------    ------    -------   ---------  ------
<S>                               <C>           <C>       <C>        <C>       <C>
Balances at March 10, 1999                 -     $    -    $     -    $    -   $    -

Common stock issued for
incorporation, organizational
and business plan development
services                          4,260,000       4,260      1,740        -     6,000

Net loss for the period                   -           -          -   (6,000)   (6,000)
                                   --------      ------     ------   -------   -------

Balances at September 30, 1999    4,260,000       4,260      1,740   (6,000)        -

Sale of common stock              4,189,000       4,189      1,711        -     5,900

Net loss for the year                     -           -          -   (4,346)   (4,346)
                                   --------      ------     ------   -------   -------

Balances at September 30, 2000    8,449,000       8,449      3,451   (10,346)   1,554

Surrender and cancellation
of common stock                  (4,260,000)     (4,260)     4,260         -        -

Net loss for the year                     -           -          -    (1,554)  (1,554)
                                   --------      ------     ------   -------   -------
Balances at September 30, 2001    4,189,000      $4,189     $7,711  $(11,900)  $    -
                                  =========      ======      =====   ========  =======

</TABLE>

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

                                   F-5
<PAGE>

                        DEL CERRO ENTERPRISES, INC.
                      (a development stage company)
                        STATEMENTS OF CASH FLOWS
              Years ended September 30, 2001 and 2000 and
   Period from March 10, 1999 (date of inception) through September 30, 2001

<TABLE>
<CAPTION>
                                                                   Period from
                                                                    March 10, 1999
                                                                 (date of inception)
                                      Year ended    Year ended        through
                                    September 30,  September 30,    September 30,
                                        2001          2000              2001
                                        ----          ----              ----
<S>                                      <C>           <C>              <C>
Cash Flows from Operating Activities
Net loss for the period              $(1,554)       $(4,346)         $(11,900)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Depreciation                               -              -                 -
Common stock issued for services           -              -             6,000
                                     -------        -------          --------
Net cash used in operating
activities                            (1,554)        (4,346)           (5,900)
                                     -------        -------          --------

Cash Flows from Investing
Activities                                 -              -                 -
                                     -------        -------          --------

Cash Flows from Financing
Activities
Proceeds from sales of
common stock                              -           5,900             5,900
                                    -------         -------          --------
Net cash used in financing
activities                                -           5,900             5,900
                                    -------         -------          --------

Increase (Decrease) in Cash          (1,554)          1,554                 -

Cash at beginning of period           1,554               -                 -
                                    -------         -------          --------

Cash at end of period              $      -        $  1,554         $       -
                                    =======         =======          ========

Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid for the period       $      -        $      -         $       -
                                    =======         =======          ========
Income taxes paid for the period
                                   $      -        $      -         $       -
                                    =======         =======          ========

</TABLE>

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

                                   F-6
<PAGE>

                       DEL CERRO ENTERPRISES, INC.
                     (a development stage company)

                      NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Del Cerro Enterprises, Inc. (Company) was incorporated on March 10, 1999 in
accordance with the laws of the State of Nevada.  The Company was initially
formed for the purpose of developing a high performance driving school in
conjunction with annual nationwide road races.  In the 4th quarter of 2001,
the Company experienced a change in management control and, accordingly,
abandoned this initial business plan.  The Company has had no substantial
operations or substantial assets since inception.

Due to the lack of sustaining operations from inception, the Company is
considered in the development stage and, as such, has generated no
significant operating revenues and has incurred cumulative operating losses
of approximately $11,900.

The Company follows the accrual basis of accounting in accordance with
generally accepted accounting principles and has a year-end of September 30.

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 revenues and expenses during the
reporting period.  Actual results could differ from those estimates.


NOTE B - GOING CONCERN UNCERTAINTY

The Company is fully dependent upon either future sales of securities or
upon its current management and/or advances or loans from controlling
shareholders or corporate officers to provide sufficient working capital
to preserve the integrity of the corporate entity during the development
phase.

There is no assurance that the Company will be able to obtain additional
funding through the sales of additional securities or, that such funding,
if available, will be obtained on terms favorable to or affordable by the
Company.  It is the intent of management and controlling shareholders to
provide sufficient working capital necessary to support and preserve the
integrity of the corporate entity.

However, there is no legal obligation for either management and/or
controlling shareholders to provide such additional funding.


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents
   -------------------------
The Company considers all cash on hand and in banks, including accounts
in book overdraft positions, certificates of deposit and other
highly-liquid investments with maturities of three months or less,
when purchased, to be cash and cash equivalents.

                                   F-7
<PAGE>

                      DEL CERRO ENTERPRISES, INC.
                    (a development stage company)

              NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

2. Organization costs
   ------------------
The Company has adopted the provisions of AICPA Statement of Position
98-5, "Reporting on the Costs of Start-Up Activities" whereby all
organization and initial costs incurred with the incorporation and
initial capitalization of the Company were charged to operations as
incurred.

3. Research and development expenses
   ---------------------------------
Research and development expenses are charged to operations as incurred.

4. Advertising expenses
   --------------------
Advertising and marketing expenses are charged to operations as incurred.

5. Income Taxes
   ------------
The Company utilizes the asset and liability method of accounting for
income taxes.  At September 30, 2001 and 2000, the deferred tax asset and
deferred tax liability accounts, as recorded when material, are entirely
the result of temporary differences.  Temporary differences represent
differences in the recognition of assets and liabilities for tax and
financial reporting purposes, primarily accumulated depreciation and
amortization.  As of September 30, 2001 and 2000, respectively, the
deferred tax asset is related solely to the Company's net operating loss
carryforward and is fully reserved.

6. Earnings (loss) per share
   -------------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants).  Common
stock equivalents represent the dilutive effect of the assumed exercise
of the outstanding stock options and warrants, using the treasury stock
method.  The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later.  As of September 30, 2001 and 2000,
respectively, the Company had no warrants and/or options outstanding.


NOTE D - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, accounts receivable, accounts payable and
notes payable, as applicable, approximates fair value due to the short
term nature of these items and/or the current interest rates payable in
relation to current market conditions.

                                   F-8
<PAGE>

                       DEL CERRO ENTERPRISES, INC.
                      (a development stage company)

                NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE E - INCOME TAXES

The components of income tax (benefit) expense for the years ended
September 30, 2001 and 2000 and for the period from March 10, 1999
(date of inception) through September 30, 2001, respectively, are
as follows:

<TABLE>
<CAPTION>
                                    September 30,  September 30,
                                      2001            2000          Cumulative
                                      ----            ----          ----------
<S>                               <C>             <C>               <C>
Federal:
Current                           $     -          $     -          $        -
Deferred                                -                -                   -
                                  -------          -------          ----------
                                        -                -                   -
                                  -------          -------          ----------
State:
Current                           $     -          $     -          $        -
Deferred                                -                -                   -
                                  -------          -------          ----------
                                        -                -                   -
                                  -------          -------          ----------
Total                             $     -          $     -          $        -
                                  =======          =======          ==========

</TABLE>

As of September 30, 2001, the Company has a net operating loss carryforward
of approximately $11,900 to offset future taxable income.  Subject to
current regulations, this carryforward will begin to expire in 2015.  The
amount and availability of the net operating loss carryforwards may be
subject to limitations set forth by the Internal Revenue Code. Factors such
as the number of shares ultimately issued within a three year look-back
period; whether there is a deemed more than 50 percent change in control;
the applicable long-term tax exempt bond rate; continuity of historical
business; and subsequent income of the Company all enter into the annual
computation of allowable annual utilization of the carryforwards.


The Company's income tax expense (benefit) for the years ended
September 30, 2001 and 2000 and for the period from March 10, 1999
(date of inception) through September 30, 2001, respectively, differed
from the statutory federal rate of 34 percent as follows:

<TABLE>
<CAPTION>
                                      Year ended      Year ended
                                      September 30,  September 30,
                                        2001            2000          Cumulative
                                        ----            ----          ----------
<S>                                   <C>             <C>               <C>
Statutory rate applied to loss
before income taxes                    $(530)         $(1,475)           $(4,045)

Increase (decrease) in income taxes
resulting from:

State income taxes                         -                -                  -
Other, including reserve for deferred
tax asset
                                         530            1,475              4,045
                                       -----          -------            -------

Income tax expense                    $    -         $      -           $      -
                                       =====          =======            =======

</TABLE>
                                   F-9
<PAGE>

                          DEL CERRO ENTERPRISES, INC.
                         (a development stage company)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE E - INCOME TAXES - Continued

Temporary differences, consisting primarily of statutory deferrals of
expenses for organizational costs and statutory differences in the
depreciable lives for property and equipment, between the financial
statement carrying amounts and tax bases of assets and liabilities give
rise to deferred tax assets and liabilities as of September 30, 2001
and 2000, respectively:

<TABLE>
<CAPTION>
                                    Year ended      Year ended
                                   September 30,   September 30,
                                      2001            2000          Cumulative
                                      ----            ----          ----------
<S>                                 <C>             <C>               <C>
Deferred tax assets
Net operating loss carryforwards     $4,045          $3,520            $4,045
Less valuation allowance             (4,045)         (3,520)           (4,045)
                                     ------          ------            ------
Net Deferred Tax Asset              $    -          $     -           $     -
                                     ======          ======            ======
</TABLE>


NOTE E - COMMON STOCK TRANSACTIONS

On March 15, 2000, the Company's Board of Directors approved and
Implemented a 71 for 1 forward stock split on the issued and outstanding
shares of common stock.  This action caused the issued and outstanding
shares to increase from 119,000 to 8,449,000.  The effect of this action
is reflected in the accompanying financial statements as of the first day
of the first period presented.

On March 24, 2000, the Company issued an aggregate of 4,260,000
post-forward split shares (60,000 pre-forward split shares) of restricted,
unregistered common stock to two officers for administrative services and
services related to the development and implementation of the Company's
business plan. These transactions were cumulatively valued at approximately
$6,000, which approximates the fair value of the services provided. These
amounts are charged to operations in the accompanying financial statements.
During September 2000, the Company successfully sold an aggregate 4,189,000
post-forward split shares (59,000 pre-forward split shares) of restricted,
unregistered common stock for gross proceeds of $5,900, pursuant to a private
placement memorandum to non-affiliated private investors. The Company relied
upon Section 4(2) of The Securities Act of 1933, as amended, for an exemption
from registration on these shares.

On August 2, 2001, the Company's officers surrendered and cancelled an
aggregate 4,260,000 shares of post-forward split shares of common stock to
the Company for no consideration.  The effect of this action was to
reallocate the par value of the surrendered shares to additional
paid-in capital.

                                   F-10