SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB40

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 [Fee Required]

For the fiscal year ended December 31, 2001 or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No Fee Required]

For the transition period from                 to
                               ----------------  -----------------
Commission File No. 0-33437


                           ONEDENTIST RESOURCES, INC.
                  --------------------------------------------
                 (Name of Small Business Issuer in its Charter)


          Colorado                                              31-1664473
 ------------------------------                            --------------------
(State or other jurisdiction of                           (I. R. S. Employer
 incorporation or organization)                           Identification Number)

                               5459 S. Iris Street
                            Littleton, Colorado 80123
            ---------------------------------------------------------
           (Address of principal executive offices including Zip Code)

                    Issuer's telephone number: (303) 932-9998


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

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

                            No Par Value Common Stock
                                 --------------
                                (Title of Class)

     Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
                               Yes           No    X
                                   -------      -------

     As of February 28, 2002, 11,626,453 shares of the Registrant's no par value
Common Stock were outstanding. As of February 28, 2002, the aggregate market
value of the voting stock held by non-affiliates was not determinable as no
trading market existed for the common stock.

     Check if there is no disclosure contained herein of delinquent filers in
response to Item 405 of Regulation S-B, and will not be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
                 ---

     The Registrant had no revenue for the fiscal year.

     The following documents are incorporated by reference into Part III, Items
     9 through 12 hereof:

None.


<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------

     The following is a summary of certain information contained in this Report
and is qualified in its entirety by the detailed information and financial
statements that appear elsewhere herein. Except for the historical information
contained herein, the matters set forth in this Report include forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially. These risks and uncertainties are detailed throughout the Report and
will be further discussed from time to time in the Company's periodic reports
filed with the Commission. The forward-looking statements included in the Report
speak only as of the date hereof.

Introduction

Business Development

     OneDentist Resources, Inc. (the "Company") was formed in Colorado in
November 1996 as Haleakala Enterprises, Inc. In June 2000, the Company acquired
all of the outstanding shares of OneDentist.com, Inc. ("OneDentist.com"), an
Ohio corporation organized in July 1999. OneDentist designed, developed and
operated an on-line Web site for the dental community which allowed dentists to
communicate with and market to their patients. Contemporaneously with this
transaction, the Company changed its name to OneDentist Resources, Inc.

     From June 2000 until June 2001, the Company operated its on-line dental Web
site through OneDentist.com.

     In January 2001 the Company registered with the Securities and Exchange
Commission ("Commission") on Form SB-2 1,410,000 shares of its common stock held
by 225 stockholders for resale and also registered 1,600,000 shares for sale by
the Company at $1.25 per share in a best efforts offering. The offering was
terminated in June 2001 without the sale of any securities.

     Since June 2001, the Company has been inactive. The Company believes that
there is a demand by non-public corporations for publicly-held corporations,
such as the Company. The Company believes that demand for inactive publicly-held
corporations has increased dramatically since the Commission imposed additional
requirements upon "blank check" companies pursuant to Reg. 419 of the Securities
Act of 1933, as amended (the "Act"). According to the Commission, Rule 419 was
designed to strengthen regulation of securities offerings by blank check
companies, which Congress has found to have been a common vehicle for fraud and
manipulation in the penny stock market. See Securities Act Releases No. 6891
(April 17, 1991), 48 SEC Docket 1131 and No. 6932 (April 13, 1992) 51 Docket
0382, SEC Docket 0382. The foregoing regulation has substantially decreased the
number of "blank check" offerings filed with the Commission, and as a result has
stimulated an increased demand for existing, publicly-held corporations that are
not actively engaged in business. The Company intends to seek a merger or
acquisition with a non-public corporation, but there can be no assurance that it
will be successful in this regard.

                                       2

<PAGE>


General

     The Company proposes to seek, investigate and, if warranted, acquire an
interest in a non-public operating company. As of the date hereof, the Company
has no such operating companies under contemplation for acquisition or merger.
After the merger or acquisition has taken place, the surviving entity will be
the Company, however, management from the acquired entity will in all likelihood
operate the Company. Due to the absence of capital available for investment by
the Company, the types of business seeking to be acquired by the Company will
invariably be smaller and higher risk businesses. In all likelihood, a business
opportunity will involve the acquisition of or merger with a corporation which
does not need additional cash but which desires to establish a public trading
market for its Common Stock. Accordingly, the Company's ability to acquire any
business of substance will be extremely limited.

     The Company does not propose to restrict its search for investment
opportunities to any particular industry or geographical location and may,
therefore, engage in essentially any business, anywhere, to the extent of its
limited resources.

     It is anticipated that business opportunities will be available to the
Company and sought by the Company from various sources throughout the United
States, including its officers and directors, professional advisors such as
attorneys and accountants, securities broker/dealers, venture capitalists,
members of the financial community, other businesses and others who may present
solicited and unsolicited proposals. Management believes that business
opportunities and ventures will become available to it due to a number of
factors, including, among others: (a) management's willingness to enter into
unproven, speculative ventures; (b) management's contacts and acquaintances; and
(c) the Company's flexibility with respect to the manner in which it may
structure potential financing, mergers and/or acquisitions. However, there is no
assurance that the Company will be able to structure, finance, merge with and/or
acquire any business opportunity or venture.

Operation of the Company

     The Company intends to search throughout the United States for a
merger/acquisition candidate, however, because of its lack of capital, the
Company believes that the merger/acquisition candidate will be conducting
business within a limited geographical area. The Company maintains its corporate
headquarters and principal place of business in Littleton, Colorado 80123. All
corporate records are maintained at said office, and it is anticipated that all
shareholders' meetings will take place in Colorado. In the event that a merger
or acquisition of the Company takes place, no assurance can be given that the
corporate records or headquarters will continue to be maintained at Littleton,
Colorado, or that shareholders' meetings will be held in Colorado.

     The Company's executive officers will seek acquisition/merger candidates
and/or orally contact individuals or broker/dealers and advise them of the
availability of the Company as an acquisition candidate. The Company's executive
officers will review material furnished to them by the proposed
merger/acquisition candidates and decide if a merger/acquisition is in the best
interests of the Company and its shareholders.

     The Company may employ outside consultants until a merger/acquisition
candidate has been targeted by the Company, however, management believes that it
is impossible to consider the criteria that will be used to hire such
consultants. While the Company may hire independent consultants, it has not
considered any criteria regarding their experience, the services to be provided,
or the term of service. The Company has not had any discussions with any
consultants and there are no agreements or understandings with any consultants.
Other than as disclosed herein, there are no other plans for accomplishing the
business purpose of the Company.

                                       3

<PAGE>


Selection of Opportunities

     The analysis of new business opportunities is undertaken by or under the
supervision of the Company's executive officers and directors who are not
professional business analysts. Inasmuch as the Company has no funds available
to it in its search for business opportunities and ventures, the Company is not
able to expend significant funds on a complete and exhaustive investigation of
such business or opportunity. The Company will however, investigate, to the
extent believed reasonable by its management, such potential business
opportunities or ventures.

     As part of the Company's investigation, representatives of the Company will
meet personally with management and key personnel of the firm sponsoring the
business opportunity, may visit and inspect plants and facilities, obtain
independent analysis or verification of certain information provided, check
references of management and key personnel, and conduct other reasonable
measures, to the extent of the Company's limited management and technical
expertise.

     Prior to making a decision to recommend to shareholders participation in a
business opportunity or venture, the Company will generally request that it be
provided with written materials regarding the business opportunity containing
such items as a description of products, services and company history;
management resumes; financial information; available projections with related
assumptions upon which they are based; evidence of existing patents, trademarks
or service marks or rights thereto; current and proposed forms of compensation
to management; a description of transactions between the prospective entity and
its affiliates during relevant periods; a description of current and required
facilities; an analysis of risks and competitive conditions; and other
information deemed relevant.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and costs for accountants, attorneys and others. The Company's
executive officers, directors and principal shareholders will fund the Company's
operations, including providing funds necessary to search for acquisition
candidates, until an acquisition candidate is found. No other cash sources are
available to the Company.

     The Company will have unrestricted flexibility in seeking, analyzing and
participating in business opportunities. In its efforts, the Company will
consider the following factors:

     (i)   Potential for growth, indicated by new technology, anticipated market
           expansion or new products;

     (ii)  Competitive position as compared to other firms engaged in similar
           activities;

     (iii) Strength of management;

                                       4

<PAGE>


     (iv) Capital requirements and anticipated availability of required funds
          from future operations, through the sale of additional securities,
          through joint ventures or similar arrangements or from other sources;
          and

     (v)  Other relevant factors.

     Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Company's limited capital available
for investigation and management's limited experience in business analysis, the
Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.

     The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more. The
Company does not plan to raise any capital at the present time, by private
placements, public offerings, pursuant to Regulation S promulgated under the
Act, or by any means whatsoever. Further, there are no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities prior to the location of an acquisition or merger
candidate.

Form of Acquisition

     The manner in which the Company participates in an opportunity will depend
upon the nature of the opportunity, the respective needs and desires of the
Company and the promoters of the opportunity, and the relative negotiating
strength of the Company and such promoters. The exact form or structure of the
Company's participation in a business opportunity or venture will be dependent
upon the needs of the particular situation. The Company's participation may be
structured as an asset purchase agreement, a lease, a license, a joint venture,
a partnership, a merger, or acquisition of securities.

     As set forth above, the Company may acquire its participation in a business
opportunity through the issuance of Common Stock or other securities in the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, may depend
upon the issuance to the shareholders of the acquired company of at least 80% of
the Common Stock of the combined entities immediately following the
reorganization. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal
Revenue Code, all prior shareholders may, in such circumstances, retain 20% or
less of the total issued and outstanding Common Stock. If such a transaction
were available to the Company, it might be necessary to obtain shareholder
approval to effectuate a reverse stock split or to authorize additional shares
of Common Stock prior to completing such acquisition. This could result in
substantial additional dilution to the common stock holdings of those who were
shareholders of the Company prior to such reorganization.

     The present management and the shareholders of the Company will not have
control of a majority of the voting shares of the Company following an
acquisition transaction. In fact, the shareholders of the acquired entity will
gain control of the Company. The terms of sale of the shares presently held by
management of the Company may not be afforded to other shareholders of the
Company. As part of any transaction, the Company's then directors may resign and
new directors may be appointed without any vote by shareholders.

                                       5

<PAGE>


     The Company will not borrow funds nor use funds to make payments to Company
promoters, management or their affiliates or associates. The Company will not
acquire or merge with a business or company in which the Company's management or
their affiliates or associates directly or indirectly have an ownership
interest. Management is not aware of any circumstances under which the foregoing
policy will be changed and management, through their own initiative, will not
change this policy.

     Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Company is required to obtain and
file with the Commission audited financial statements of the acquisition
candidate not later than 60 days from the date the Form 8-K is due at the
Commission disclosing the acquisition/merger.

Rights of Dissenting Shareholders

     Under Colorado law, approval of the Company's shareholders for a business
combination is limited to those transactions identified as a merger or a
consolidation. A business combination identified as a share exchange under which
the Company would be the survivor does not require the approval of the Company's
shareholders, nor does it entitle shareholders to dissent and obtain payment for
their shares. Accordingly, unless the acquisition requires shareholder approval,
the Company will not provide shareholders with a disclosure document containing
audited or unaudited financial statements, prior to such acquisition, nor will
the shareholders be entitled to dissenters' rights.

     If a business combination requires shareholder approval, the Company will
provide its shareholders with disclosure documentation concerning the business
opportunity sought in the combination. Such disclosure will in all likelihood be
in the form of a proxy statement which will be distributed to shareholders at
least 20 days prior to any shareholders' meeting.

     None of the Company's officers, directors, promoters, their affiliates or
associates have had any preliminary contact or discussions with and there are no
present plans, proposals, arrangements or understandings with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction contemplated in this
registration statement.

Not an "Investment Adviser"

     The Company is not an "investment adviser" under the Federal Investment
Advisers Act of 1940, which classification would involve a number of negative
considerations. Accordingly, the Company will not furnish or distribute advice,
counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Advisers Act of 1940, 15 U.S.C. 80b2(a)(11).

Not an "Investment Company"

     The Company may become involved in a business opportunity through
purchasing or exchanging the securities of such business. The Company does not
intend however, to engage primarily in such activities and is not registered as
an "investment company" under the Federal Investment Company Act of 1940. The
Company believes such registration is not required.

                                       6

<PAGE>


     The Company must conduct its activities so as to avoid becoming
inadvertently classified as a transient "investment company" under the Federal
Investment Company Act of 1940, which classification would affect the Company
adversely in a number of respects. Section 3(a) of the Investment Company Act
provides the definition of an "investment company" which excludes an entity
which does not engage primarily in the business of investing, reinvesting or
trading in securities, or which does not engage in the business of investing,
owning, holding or trading "investment securities" (defined as "all securities
other than United States government securities or securities of majority-owned
subsidiaries") the value of which exceeds forty percent (40%) of the value of
its total assets (excluding government securities, cash or cash items). The
Company intends to implement its business plan in a manner which will result in
the availability of this exemption from the definition of "investment company."
The Company proposes to engage solely in seeking an interest in one business
opportunity.

     Effective January 14, 1981, the Commission adopted Rule 3a-2 which deems
that an issuer is not engaged in the business of investing, reinvesting, owning,
holding or trading in securities for purposes of Section 3(a)(1), cited above,
if, during a period of time not exceeding one year, the issuer has a bona fide
intent to be engaged primarily, or as soon as reasonably possible (in any event
by the termination of a one year period of time), in a business other than that
of investing, reinvesting, owning, holding or trading in securities and such
intent is evidenced by the Company's business activities and appropriate
resolution of the Company's Board of Directors duly adopted and duly recorded in
the minute book of the Company. The Rule 3a-2 "safe harbor" may not be relied on
more than one single time.

The Company's Office

     The Company's office is located at 5459 S. Iris Street, Littleton, Colorado
80123, and the telephone number is (303) 932-9998. The Company's office is
located in the office of Philip J. Davis, the Company's President, Chief
Financial Officer and sole Director. The Company's office will remain at Mr.
Davis' office until an acquisition has been concluded. There are no written
documents memorializing the foregoing. The Company is not responsible for
reimbursement for out-of-pocket office expenses, such as telephone, postage or
supplies.

     There are no agreements or understandings with respect to the office
facility subsequent to the completion of an acquisition. Upon a merger or
acquisition, the Company intends to relocate its office to that of the
acquisition candidate.

Competition

     The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's lack of financial resources and limited management
availability, the Company will continue to be at a significant competitive
disadvantage compared to its competitors. The Company will also be competing
with a large number of small, widely-held companies located throughout the
United States, as well as other publicly-held companies.

                                       7

<PAGE>


Employees

     The Company has no salaried employees and none of its officers, directors
or principal stockholders will receive any compensation for any assistance they
may provide the Company. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need to engage
any full-time employees so long as it is seeking and evaluating business
opportunities. The need for employees and their availability will be addressed
in connection with the decision whether or not to acquire or participate in a
specific business opportunity.

Reports to Security Holders

     The Company is subject to the reporting obligations of the Exchange Act.
These obligations include filing an annual report under cover of Form 10-KSB,
with audited financial statements, unaudited quarterly reports and proxy
statements for annual shareholders' meetings. The public may read and copy any
materials the Company files with the Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information of the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0030. The Commission maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission.

ITEM 2.  DESCRIPTION OF PROPERTY
--------------------------------

     The Company is provided rent-free office space by Mr. Davis at 5459 S. Iris
Street, Littleton, Colorado 80123. The Company is not responsible for
reimbursement for out-of-pocket office expenses, such as telephone, postage or
supplies.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     The Company is not a party to any litigation and, to its knowledge, no
action, suit or proceedings have been threatened against the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     Not applicable.


                                       8

<PAGE>


                                     PART II

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

Common Stock Information

     As of February 28, 2002, the Company had approximately 233 record and
beneficial holders of its Common Stock and a total of 11,626,453 shares of the
Company's Common Stock were outstanding. There has never been nor is there now a
market for the Company's Common Stock.

Dividend Policy

     The Company has not paid any dividends since its inception and does not
anticipate paying dividends in the foreseeable future.

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

Results of Operations

     The Company had no revenue for the year ended December 31, 2001. It
incurred operating expenses and an operating loss of $15,030 for the year. These
operating expenses consisted primarily of general and administrative expenses,
including office rent and salaries.

     The Company only operated its on-line dental Web site until June 2001, and
accordingly, no meaningful comparisons can be made regarding the results of
operations for December 31, 2000 compared to December 31, 2001. As in 2000, the
Company had no operating revenue in 2001. However, due to the Company limiting
its operations in 2001 due to lack of funding, operating expenses and the
resulting operating loss were limited to $15,030 compared to $442,555 in 2000.

     As the Company was in operation only from July 1999, no comparisons between
the calendar year ended December 31, 1999 and December 31, 2000 are meaningful
or relevant.

Liquidity and Capital Resources.

     At December 31, 2001, the Company had a deficit in working capital of
$50,619 and a negative net worth of $50,619 compared to $96,871 and $96,871,
respectively at December 31, 2000. The improvement in these items
resulted from the Company settling certain of its obligations for less than the
amounts carried on its balance sheet at December 31, 2000.

                                       9

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS
-----------------------------


                                       10

<PAGE>

                           ONEDENTIST RESOURCES, INC.

                          (A Development Stage Company)

                                FINANCIAL REPORT



<PAGE>


                           OneDentist Resources, Inc.

                          (A Development Stage Company)

                                    CONTENTS


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


                                                                            Page
                                                                            ----
INDEPENDENT AUDITORS' REPORT                                                 F-1

FINANCIAL STATEMENTS
  Balance Sheet                                                              F-2
  Statements of Operations                                                   F-3
  Statements of Stockholders' Equity (Deficit)                               F-4
  Statements of Cash Flows                                                   F-5
  Notes to Financial Statements                                              F-6

<PAGE>


To the Stockholders
OneDentist Resources, Inc.
Littleton, Colorado



                          Independent Auditors' Report
                          ----------------------------

     We have audited the accompanying balance sheet of OneDentist Resources,
Inc., as described in Note 1A (a development stage company) as of December 31,
2001, and the related statements of operations, stockholders' equity (deficit),
and cash flows for the two years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material aspects, the financial position of OneDentist Resources, Inc. (a
development stage company) as of December 31, 2001, and the results of its
operations and its cash flows for the two years then ended in conformity with
accounting principles generally accepted in the United States of America.

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As shown in the accompanying financial
statements and discussed in Note 1, the Company has incurred losses from
operations since inception and is dependent on obtaining additional financing
for continuation of its operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 7. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.





Columbus, Ohio
March 25, 2002


                                      F-1


<PAGE>
<TABLE>
<CAPTION>

                             OneDentist Resources, Inc.
                            (A Development Stage Company)

                                    BALANCE SHEET

                                  December 31, 2001
                                  -----------------



                                       ASSETS                              2001
                                       ------                            ---------


CURRENT ASSETS
<S>                                                                      <C>
  Cash and cash equivalents                                              $    --
    Total current assets                                                      --
                                                                         ---------

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


                        LIABILITIES AND STOCKHOLDERS' DEFICIT
                        -------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                       $  50,327
  Note payable-stockholder (Note 2)                                           --
  Accrued payroll taxes                                                        292
                                                                         ---------
        Total current liabilities                                           50,619
                                                                         ---------

COMMITMENTS (Note 2)                                                          --


STOCKHOLDERS' DEFICIT
  Preferred stock, no par value, 10,000,000 shares authorized,
   no shares issued and outstanding                                           --
  Common stock, no par value, 25,000,000 shares
   authorized, 11,626,453 issued and outstanding, (Note 6)                 316,667
  Additional paid-in-capital (Note 3)                                       79,000
  Deficit accumulated during the development stage                        (446,286)
                                                                         ---------
                                                                           (50,619)
                                                                         ---------

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


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

                                      F-2
</TABLE>

<PAGE>


                           OneDentist Resources, Inc.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                 For the years ended December 31, 2001 and 2000
                 ----------------------------------------------



                                                     2001               2000
                                                     ----               ----

OPERATING EXPENSES                               $    15,030        $   442,555
                                                 -----------        -----------

OPERATING LOSS                                       (15,030)          (442,555)

OTHER INCOME
  Forgiveness of liabilities                          15,366               --
  Interest income                                       --                3,933
                                                 -----------        -----------
                                                      15,366              3,933
                                                 -----------        -----------

NET INCOME (LOSS)                                $       336        $  (438,622)
                                                 ===========        ===========

BASIC AND DILUTIVE INCOME (LOSS)
   PER SHARE                                     $      0.00        $     (0.09)
                                                 ===========        ===========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                                      6,932,715          5,000,000
                                                 ===========        ===========


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

                                       F-3

<PAGE>
<TABLE>
<CAPTION>


                                                OneDentist Resources, Inc.
                                               (A Development Stage Company)

                                       STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                                               Deficit
                                                                                                             Accumulated
                                                        Number                                               During The
                                                          of               Common           Additional       Development
                                                        Shares              Stock        Paid-in-capital        Stage
                                                     -------------      -------------     -------------     -------------
<S>                                                  <C>                <C>               <C>                <C>
Balance December 31, 1999                                   100.00      $           1     $      65,000      $     (2,150)

Sale of common stock, net of related
 costs of $30,000 (Note 6)                                   14.29            282,500              --                --

Stock issued to the stockholders of
 OneDentist.com, Inc. in exchange for 100%
 of their voting shares (Note 6):

    Exchange of OneDentist.com, Inc. shares                (114.29)              --                --                --

    Receipt of Haleakala Enterprises, Inc. shares     4,250,000.00               --                --                --

Effect of recapitalization (Note 6)                     750,000.00              2,250              --              (5,850)

Net loss                                                   --                    --                --            (438,622)
                                                     -------------      -------------     -------------     -------------
Balance December 31, 2000                             5,000,000.00            284,751            65,000          (446,622)

Contributed capital                                        --                    --              14,000              --

Conversion of note payable to common stock            6,626,453.00             31,916              --                --

Net income                                                 --                    --                --                 336
                                                     -------------      -------------     -------------     -------------
Balance December 31, 2001                            11,626,453.00      $     316,667     $      79,000     $    (446,286)
                                                     =============      =============     =============     =============


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

                                                            F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                            OneDentist Resources, Inc.
                           (A Development Stage Company)

                             STATEMENTS OF CASH FLOWS

                  For the years ended December 31, 2001 and 2000
                  ----------------------------------------------


                                                              2001         2000
                                                              ----         ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>          <C>
  Net income (loss)                                        $     336    $(438,622)
                                                           ---------    ---------
  Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
     Depreciation and amortization                              --         19,986
     Offering costs                                             --         31,916
     Loss on disposal of computer equipment                     --            976
     Loss on disposal of website development costs              --         45,138
     Forgiveness of liabilities                              (15,030)        --
    Increase in current assets:
        Employee advances                                      4,961       (4,961)
    Increase in current liabilities:
      Accounts payable                                        (2,796)      62,404
      Accrued payroll and related taxes                       (1,521)       1,813
                                                           ---------    ---------
        Total adjustments                                    (14,386)     157,272
                                                           ---------    ---------
          Net cash used in operating activities              (14,050)    (281,350)
                                                           ---------    ---------

CASH FLOW FROM INVESTING ACTIVITIES
  Purchase of computer equipment                                --         (1,100)
                                                           ---------    ---------
          Net cash used in investing activities                 --         (1,100)
                                                           ---------    ---------

CASH FLOW FROM FINANCING ACTIVITIES
  Net proceeds from sale of common stock                        --        282,500
  Contributed capital                                         14,000         --
                                                           ---------    ---------
          Net cash provided by financing activities           14,000      282,500
                                                           ---------    ---------

NET INCREASE (DECREASE) IN CASH AND
   AND CASH EQUIVALENTS                                          (50)          50

CASH AND CASH EQUIVALENTS - Beginning                             50         --
                                                           ---------    ---------

CASH AND CASH EQUIVALENTS - Ending                         $    --      $      50
                                                           =========    =========


SUPPLEMENTAL DISCLOSURE OF NONCASH
  INVESTING AND FINANCING ACTIVITIES

In 2001, the Company converted a note payable amounting
to $31,916 for 6,626,453 shares of common stock.


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

                                        F-5
</TABLE>

<PAGE>


                           OneDentist Resources, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Note 1.   Summary of Significant Accounting Policies

          The following is a summary of significant accounting policies followed
          in the preparation of the financial statements.

     A.   Business Organization and Basis of Presentation - OneDentist.com, Inc.
          (a development stage company) (the Company) was incorporated on July
          16, 1999 in the State of Ohio. On June 30, 2000, the Company's
          stockholders exchanged their shares for shares of Haleakala
          Enterprises, Inc. Haleakala Enterprises, Inc. then changed their name
          to OneDentist Resources, Inc. (See Note 6). For accounting purposes,
          OneDentist.com, Inc. is considered to be the acquirer and therefore
          the financial statements presented are those of OneDentist.com,
          Inc.'s. The Company has been in the development stage since its
          inception. The Company was previously formed to develop an online
          website for the dental community including dentists, dental
          practitioners and dental patients. During 2000, the Company had filed
          a Registration Statement under the Securities Act of 1933 which became
          effective in early 2001, to raise capital for its then aforementioned
          business purpose. However, the offering was not successful and the
          Company has now abandoned the pursuance of its prior business plan.

          The accompanying financial statements have been prepared in conformity
          with accounting principles generally accepted in the United States of
          America, which contemplates continuation of the Company as a going
          concern with the realization of assets and the satisfaction of
          liabilities in the normal course of business. The financial statements
          do not include any adjustments relating to the recoverability and
          classification of recorded asset amounts or the amount and
          classification of liabilities that might be necessary should the
          Company be unable to continue as a going concern. The Company's
          continuation as a going concern is dependent upon its ability to
          generate sufficient cash flow to meet its obligations on a timely
          basis and to obtain additional financing as may be required.

          The Company's continued existence is dependent upon its ability to
          secure loans from its principal stockholders and/or obtain additional
          capital contributions. Future operating expenses will be funded by
          these loans or capital contributions. The Company's ability to
          continue to meet its obligations is dependent upon obtaining the above
          financing.

          The Company's fiscal year end is December 31.

     B.   Cash Equivalents - For the purpose of the statements of cash flow, the
          Company considers cash and cash equivalents to include cash and money
          market investments with maturities at purchase of three months or
          less.

     C.   Concentration of Credit Risk - The Company maintains its demand
          deposits in one financial institution located in Columbus, Ohio. All
          deposits are insured by the Federal Deposit Insurance Corporation up
          to $100,000.

     D.   Income Taxes - Income taxes are provided based on the liability method
          of accounting. Income tax benefits of net operating loss carryforwards
          have been offset with an allowance equal to the benefit which may be
          realized in future periods. (See Note 5).

                                       F-6

<PAGE>


                           OneDentist Resources, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Note 1.   Summary of Significant Accounting Policies (Continued)

     E.   Use of Estimates - The preparation of financial statements in
          conformity with accounting principles generally accepted in the United
          States of America 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 these
          estimates.

     F.   Advertising - All of the Company's advertising costs are of the
          nondirect response type. The Company expenses all advertising costs as
          incurred or at the time the advertising takes place. Total advertising
          costs incurred for the years ended December 31, 2001 and 2000 amounted
          to $0 and $1,573, respectively.

     G.   Earnings Per Share - Basic earnings per share is computed using the
          weighted average number of shares of common stock outstanding during
          the period. Diluted earnings per share reflect the dilutive effect of
          common stock equivalents using the treasury stock method. There are no
          dilutive common stock equivalents outstanding at December 31, 2001 or
          2000. The number of outstanding shares and weighted average common
          shares outstanding have been restated to give effect to the merger and
          re-capitalization as if these transactions had occurred on July 16,
          1999 (date of inception) (see Note 6).

     H.   Organization Costs and Start-up Expenses - In accordance with
          Statement of Position 98-5, "Reporting on the Costs of Start-up
          Activities," organization costs and start-up expenditures are being
          expensed as incurred.

     I.   Fair Value of Financial Instruments - Cash, accounts payable and
          accrued expenses are reflected in the financial statements at cost,
          which approximates fair market value because of the short-term
          maturity of those instruments.

     J.   Deferred Costs - The Company has incurred legal and accounting fees of
          $117,486 through December 31, 2000, related to the Registration
          Statement on Form SB-2 under the provision of the Securities and
          Exchange Commission. Since, the public offering was not successful
          these costs have been expensed at December 31, 2000.

     K.   Computer Equipment - The Company capitalized computer equipment at its
          original cost and depreciated the equipment over three years utilizing
          the straight-line method. The asset was abandoned when the Company
          vacated their office facility. The book value of $976 was written off
          at December 31, 2000.


                                      F-7

<PAGE>

                           OneDentist Resources, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Note 2.   Commitments and Subsequent Events

          The Company had leased office space under a month-to-month lease which
          required monthly payments of $1,545. No rent expense was incurred for
          the year ended December 31, 2001. Rent expense for the year ended
          December 31, 2000 amounted to $19,227. During early 2001 the Company
          vacated the office they had been leasing due to the failed attempt to
          raise equity capital. Management represents there are no amounts due
          the landlord other than amounts paid for rent due to a verbal
          agreement and the abandonment of a computer and other office
          equipment.

          The Company had entered into a consulting agreement with Jag Capital,
          Inc. ("JAG"). The consulting agreement required the Company to pay
          $25,000 for their assistance with the Company's limited private
          placement. The consulting agreement required the Company to pay $2,000
          per month for twelve months, beginning May 2000 for financial
          consulting. At December 31, 2000, the remaining amount due of $15,366
          is payable and is included in accounts payable on the accompanying
          balance sheet. A principal shareholder of JAG is a shareholder in the
          Company. In 2001, JAG waived its monthly fees that were unpaid and any
          fees that were to be billed.

          The Company entered into a contract with an attorney to prepare a
          Registration Statement on Form SB-2 under the provisions of the
          Securities and Exchange Commission (See Note 6). The legal fee for
          preparation of the Registration Statement was $80,000, plus out of
          pocket costs of which $53,332 was billed and paid, and $31,916 accrued
          at December 31, 2000 and as discussed in Note 1J, these costs were
          expensed at December 31, 2000. The attorney is a shareholder in the
          Company. On January 3, 2001, the Company entered into a Promissory
          Note ("the Note") for the amount accrued ($31,916) including interest
          at 10%. This loan and accrued interest was due on or before April 3,
          2001. If not paid, the Lender, at the Lender's option, could require
          conversion of the principal and accrued interest due upon default
          under the Note to the number of shares of the Company's no par value
          common stock equal to, after issuance of the shares to the Lender,
          50.1% of the issued and outstanding shares at the time of conversion.
          See Note 6 regarding the subsequent issuance of common stock.

Note 3.   Software Development and License Agreement

          Horn Interactive Inc. (Horn) had developed the Company's website. As
          consideration for the website development, the Company issued Horn 23
          shares of the initial issuance of common stock. The fair market value
          of the website development is approximately $65,000 and was reflected
          in the accompanying financial statements as software development asset
          and additional paid-in-capital. The asset was being amortized over its
          estimated useful life of three years utilizing the straight line
          method, beginning in February 2000 when the website was launched. In
          addition, the Company entered into a license agreement with Horn
          Interactive, Inc. for the use of the software underlying the
          OneDentist website. Since, the public offering was not successful and
          management has determined this website development has no future
          benefit, the costs have been expensed at December 31, 2000.


                                      F-8

<PAGE>


                           OneDentist Resources, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Note 4.   Related Party Transactions

          During the year ended December 31, 2000, the Company reimbursed
          Classic Impressions, Inc., a company related through common ownership,
          $35,826 for payroll and related expenses. There were no transactions
          with Classic Impressions, Inc. in 2001.

Note 5.   Income Taxes

          Deferred income taxes arise from temporary differences resulting from
          income and expense items reported for financial accounting and tax
          reporting purposes in different periods. Deferred taxes are classified
          as current or long-term, depending on the classification of the assets
          and liabilities to which they relate. Deferred taxes arising from
          temporary differences that are not related to an asset or liability
          are classified as current or long-term depending on the periods in
          which the temporary differences are expected to reverse.

          The components of the deferred tax asset consist of the following:

                                                            December 31, 2001
                                                            -----------------
          Deferred tax asset arising from the benefit
          of federal net operating loss carryforward        $         152,000
          Less valuation allowance                                   (152,000)
                                                            -----------------
          Net noncurrent asset                              $            --
                                                            =================

          At December 31, 2001, the Company has federal net operating loss
          carryforwards approximating $447,000, which expire in 2020. The
          Company has assessed its past earnings history and trends and has
          determined that it is more likely than not that no deferred tax assets
          will be realized. The Company has recorded a valuation allowance in
          accordance with the provisions of SFAS No. 109 to reflect the
          estimated amount of deferred tax assets that may not be realized. The
          Company will continue to review this valuation on an annual basis and
          make adjustments as needed.

Note 6.   Stock Transactions

          Issuance of Stock
          -----------------
          The founding shareholders of the Company received an aggregate of 77
          shares of the Company's common stock at incorporation for $1. The
          shareholders contributed their time and expertise to the Company. The
          value of this contributed time is not reflected in the accompanying
          financial statements since it is not susceptible to objective
          measurement or valuation by management.

          Sale of Common Stock
          --------------------
          During 2000, the Company issued 625,000 shares of common stock in
          connection with its limited private placement offering that raised
          equity capital of $312,500 less related costs of $30,000. Effective
          June 30, 2000, the Company completed a reverse stock split of the
          625,000 shares issued as a result of the private placement offering,
          reducing the number of shares issued from 625,000 to 14.29.


                                       F-9

<PAGE>


                           OneDentist Resources, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Note 6.   Stock Transactions (Continued)

          Merger
          ------
          Effective June 30, 2000, OneDentist.com, Inc. executed a share
          exchange agreement with Haleakala Enterprises, Inc. ("Haleakala"), a
          Colorado corporation. Haleakala is a privately owned corporation whose
          shares are widely held among approximately 235 stockholders. Haleakala
          was organized in November 1996 for the purpose of merging in the
          future with a company seeking a larger stockholder base. Haleakala has
          not been operational since it was organized and has no specific place
          of operations and virtually no assets or liabilities. Prior to the
          exchange of stock, Haleakala effectuated a reverse stock split of its
          outstanding common stock, reducing to a total of 750,000 outstanding
          shares. The Company's stockholders exchanged 100% of their shares for
          4,250,000 shares of Haleakala. Haleakala changed its name to
          OneDentist Resources, Inc. Immediately after the exchange, the
          ownership of OneDentist Resources, Inc. is 15% by existing Haleakala
          stockholders and 85% by the existing OneDentist.com, Inc.
          stockholders. The merger was recorded as a re-capitalization with
          OneDentist.com, Inc. as the acquirer.

          Stock Option Plan
          -----------------
          In July 2000, the Company's board of directors adopted, subject to
          stockholder approval, a stock option plan, which provides for the
          grant to employees, officers, directors and consultants of options to
          purchase up to an aggregate of 500,000 shares of common stock. No
          options have been granted under the plan.

          Subsequent Issuance of Common Stock
          -----------------------------------
          In September, 2001, as a result of the converting of the note
          discussed in Note 2, 6,626,453 common shares were issued.

Note 7.   Business Continuation

          The accompanying financial statements have been prepared on a going
          concern basis, which contemplates the realization of assets and
          satisfaction of liabilities in the normal course of business. As shown
          in the accompanying financial statements, the Company has incurred
          losses of $438,622 for the year ended December 31, 2000, $336 of
          income for the year ended December 31, 2001 and has generated no
          revenues. The Company has no cash and a stockholder's deficit
          amounting to $50,619. These factors indicate the Company will be
          unable to continue as a going concern for a reasonable period of time.

          The financial statements do not include any adjustments relating to
          the recoverability and classification of assets that might be
          necessary should the Company be unable to continue as a going concern.


                                      F-10



<PAGE>


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;
----------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------

     The name, age and position held in the Company by its sole executive
officer and director as of the date of this Report are as follows:



Name                           Age                          Position
----                           ---                          --------

Philip J. Davis                 45                   President, Chief Financial
                                                     Officer and Director

     Directors serve in such capacity until the next annual meeting of the
Company's shareholders and until their successors have been elected and
qualified. The Company's officers serve at the discretion of the Company's Board
of Directors, until their death, or until they resign or have been removed from
office. The Board of Directors has no audit or compensation committees.

     There are no agreements or understandings for any director or officer to
resign at the request of another person and none of the directors or officers is
acting on behalf of or will act at the direction of any other person. No other
person's activities are material to the operation of the Company.

     The following is a summary of the business experience of the Company's sole
director and executive officer for at least the past five years:

     Philip J. Davis has been the President, Chief Financial Officer and sole
Director of the Company since October 2001. He has been the President,
Treasurer, Secretary and a Director of Ivory Capital, Inc. since November 1998.
From December 1996 until December 1999, Mr. Davis was the President, Treasurer
and a Director of Mizar Energy Company, a Colorado corporation,, which was
formed for the purpose of buying, selling and producing oil and gas, and buying
and selling oil and gas leases. From May 1991 to November 1995, Mr. Davis was
Secretary/Treasurer and, from November 1995 to May 1997, was the President of
Lahaina Acquisitions, Inc. He was also a director of Lahaina from May 1991 to
May 1997. Lahaina is currently a real estate development and mortgage company.
From August 1996 to April 2000, Mr. Davis was the President and a member of the
Board of Directors of Medical Management Systems, Inc., a Colorado corporation
which changed its name to Dominix, Inc. and is currently a telecommunications
company.

                                       11

<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

     None of the Company's executive officers or directors received compensation
in excess of $100,000 for the years ended December 31, 2001 or 2000 and none
currently receive any compensation. The Company's executive officers and
directors were not granted any stock options nor were any options exercised by
them in the 2001 calendar year. Mr. Webb, the Company's former Chief Executive
Officer, received no salary for the year ended December 31, 2001.


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

     The following table sets forth the Common Stock ownership, as of March 31,
2002, of (i) each person known by the Company to be the beneficial owner of 5%
or more of the Company's Common Stock, (ii) each director individually, and
(iii) all directors and officers of the Company. Each person has sole voting and
investment power with respect to the shares of Common Stock shown, and all
ownership is of record and beneficial.





Name and Address                   Number of Shares of       Percentage of Class
of Beneficial Owner                Common Stock Owned          of Common Stock
--------------------               ------------------          ---------------


Philip J. Davis
5459 S. Iris Street
Littleton, Colorado 80123               3,313,227                   28.5%


Gary A. Agron
5445 DTC Pkwy., Suite 520
Greenwood Village, CO 80111             3,425,539                   29.5%



All Officers and Directors
  as a Group (1 person)                 3,313,227                   28.5%


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     In April 2000 the Company entered into a license agreement with Horn
Interactive, Inc., a company owned and controlled by Mr. Horn, the former
Chairman of the Company's Board of Directors, under which the Company received
an exclusive and perpetual license for the software currently powering its Web
site for $1.00 together with the issuance of 841,361 shares of the Company's
Common Stock to Mr. Horn. The fair market value of the Web site development was
approximately $65,000 and was capitalized and recorded as additional paid in
capital. Subsequently, management determined that the Web site had no future
benefit, and, accordingly, these costs were expensed at December 31, 2000.

                                       12

<PAGE>


     In October 2001 the Company issued 6,626,453 shares of its common stock
upon conversion of a promissory note in the amount of approximately $31,916 held
by Gary A. Agron, who became a principal stockholder as a result of the
transaction. Subsequently, Mr. Agron transferred 3,313,227 shares to Philip J.
Davis. Following the stock conversion, all of the Company's then officers and
directors resigned and Mr. Davis was appointed the sole officer and director of
the Company. See Notes 2 and 6 to the appended Financial Statements.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

     a. Exhibits:

        None.

     b. Reports on Form 8-K.

         No reports on Form 8-K were filed during the last quarter of the
         period covered by this Report.

                                       13

<PAGE>


                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized, in Littleton, Colorado, on April 8, 2002.

                                            ONEDENTIST RESOURCES, INC.


                                            By:  /s/  Philip J. Davis
                                               --------------------------------
                                                      Philip J. Davis, President
                                                      and Sole Director

                                       14