-31-

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB



[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934  for  the  period  ended  December  31,  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: 333-52472

                                 XENICENT, INC.
                                 --------------
        (Exact name of small business issuer as specified in its charter)


          North Carolina                         36-4344865
     -------------------                         ----------
(State or other jurisdiction of           (IRS Employer identification
incorporation or organization)                          No.)


               18 Brookmont Drive, Wilbraham, Massachusetts 01095
               --------------------------------------------------
                    (Address of principal executive offices)

                                 (413) 599-0005
                                 --------------
                           (Issuer's telephone number)

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

                                      None

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

                      $0.001 Par Value Common Voting Stock
                                (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section13
or  15(d)  of  the  Exchange  Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.
Yes  [X]  No  [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III of this Form 10-KSB or an
amendment  to  this  Form  10-KSB.  [x]

State issuer's net revenues for its most recent fiscal year: $19,699

As  of  March  29,  2002  there were 8,845,000 common shares outstanding and the
aggregate  market  value of the common shares (based upon the average of the bid
price  ($.73)  reported  by  brokers),  held by non-affiliates was approximately
$6,456,850.  Transitional Small Business Disclosure Format (check one): Yes [  ]
No[X]

Number of shares of common stock outstanding as of March 29, 2002: 8,845,000

Number of shares of preferred stock outstanding as of March 29, 2002: -0-












                The rest of this page is left intentionally blank
                -------------------------------------------------

















                                     PART I
                                     ------

Item 1. Business

BUSINESS DEVELOPMENT.
     We  were  incorporated  in  North  Carolina  on July 26, 1996 as Great Land
Development  Co.  We  changed  our  name  to Xenicent, Inc. on November 8, 2000.
Since  our  incorporation  as Great Land Development Co., we have engaged in the
business of real estate consulting and purchasing and reselling vacant tracts of
land,  primarily  in  the North Carolina area. We have never been the subject of
any  bankruptcy  or  receivership.   We  have  had no material reclassification,
merger, consolidation, or purchase or sale of a significant amount of assets not
in  the  ordinary  course  of  business.

OUR  LAND  DEVELOPMENT  BUSINESS:
     We  have  a real estate real estate development business.  Real estate land
development  consists  of  purchasing  the land, and actually completing all the
evaluations  at  our  own  expense,  as  follows:
-     Providing  site  inspections;
-     Reviewing environmental engineering reports;
-     Arranging  for  surveyors  to  determine  property  lines;
-     Encroachments, where lakes and environmental impacts are located in
conjunction to the developable land;
-     Obtaining  bank  financing;
     Completing  zoning  approvals

We  have  targeted  North Carolina as our principal market.  In Charlotte, North
Carolina,  approximately  10,000 single housing units are being built each year.
An  additional 5,000 units are being built each year in the counties surrounding
Charlotte.

 We  have targeted South Carolina to a lesser extent.  We have not conducted any
real  estate  development  in South Carolina or have any contracts providing for
any  real  estate  development.  In addition, we have not developed any contacts
with  developers, subcontractors or any other real estate affiliated entities to
assist  us  in  conducting  our business in South Carolina.  We currently do not
have a timetable for targeting properties in South Carolina and do not expect to
do  so  until  our  real  estate  development  is  underway  in  North Carolina.

     Our  success will be dependent upon implementing our plan of operations and
the  risks associated with our business plans. We operate a land development and
resale  business  in the Charlotte, North Carolina area. We also plan to provide
land  development  consulting  services  to  various  unrelated  developers  and
builders.  We  plan  to  strengthen  our  position in these markets.  We plan to
expand  our  operations  through  our  acquisition  and/or  development  of land
parcels.



     We  presently have no land parcels available for resale, nor do we have any
contracts  to  purchase  land  parcels.  In  addition,  we  are not currently in
negotiations  for  the  purchase of any land parcels. We anticipate that we will
begin  to locate and negotiate for the purchase of land tracts in North Carolina
during  the  second quarter of 2001.   We hope to acquire additional real estate
parcels this year, and to utilize the proceeds from the resale of those parcels,
along with its revenues from consulting services, to pay our operating costs for
the  next twelve months; however, there are no assurances that this revenue will
be  sufficient  to  cover our operating costs.  Accordingly, if our revenues are
not sufficient, we will rely upon capital infusions from our president; however,
there are no assurances that our president will have sufficient funds to provide
such  capital  infusions.

OUR  REAL  ESTATE  CONSULTING  BUSINESS
            Our  real  estate  consulting  business, on the other hand, performs
essentially  the  same tasks as our real estate development business, but is not
responsible  for  actually  completing and paying for the labor to be completed.
Additionally,  with  consulting  one  of  our  primary objectives is to link the
seller  and buyer together and help the buyer achieve these evaluations at their
expense.

OUR  LAND  DEVELOPMENT AND REAL ESTATE CONSULTING SERVICES REQUIRE US TO PERFORM
--------------------------------------------------------------------------------
THE  FOLLOWING  TASKS:
----------------------

ZONING  APPROVAL
     Prior  to  purchase  of  any  land  parcels, we will obtain verification of
zoning  approval from the local county and city governments.  After the purchase
of  land  tracts,  we will seek to obtain governmental zoning approvals to build
houses,  condominiums,  and  townhouses,  as  the  land  would allow for what we
perceive  to  be  the  most  advantageous  use.
 The  ideal  conditions  we  look  for  regarding  zoning  approval  are:
-     The  existing  zoning  in  place  is  consistent  with  our  intended use.
-     The property is located in an area or zone in which the present property
      value will increase when zoning approval is complete
-     The intention of the city or county for the specific use of land in a
      specific area is consistent with our development objectives.

Factors  pertaining  to  zoning approval that would weigh against our proceeding
with  our  land  development  or  our  consulting  client  proceeding  with land
development  are:
-     The  property  that  we  wish to develop is zoned for only one type of use
      that  is  inconsistent  with  our  development  plans.
-     The political intentions regarding the land we wish to develop are
      inconsistent with our development plans.
-     The environmental hazards or environmental impact on the property to be
      developed area may hinder our intended zoning use.


SOIL  TESTING
     Prior  to  the purchase of land tracts, we will obtain and arrange for soil
testing from a North Carolina soil surveyor.  We will obtain complete soil tests
from  certified  soil  engineers  to  determine  the  quality  of  the  soil for
construction  of  buildings  or  homes.

  The  ideal  conditions  we  look  for  regarding  soil  testing  results  are:
-     Compactable soil with a silt clay base that allows for a proper foundation
      to  support  residential  building  structures.
-     Soil without rocks that is compatible to a proper foundation and
      construction
-     Plant decomposition that is compactable

     Factors  pertaining  to  soil  testing  that  would  weigh against our land
development  or  our  consulting  client's  land  development  are:
-     Soil  that  contains rocks, plant decomposition, or bultaul that is a near
impossible  soil  to  compact  that  found  commonly in the North Carolina area.
-     Imported  soil  into  the  property  to  be  developed  area that would be
incompatible  with  domestic  soil  when  mixed  together because of its lack of
compatible  properties.

RECORDED  AND  APPROVED  PLOT  PLAN
     Prior  to  purchasing  land  tracts, we will obtain a recorded and approved
plot  plan.  We  will obtain complete approvals stamped by the local registry of
deed  of  subdivision  approvals.

      We  may  be  unable  to obtain a recorded and approved plot plan under the
following  conditions:
-     If  we  are  unable  to  obtain  proper  zoning  approval.
-     If there are defects as to the property's title.
-     Subdivision bylaws that are adverse to federal housing laws and
      regulations.

     If  we  are unable to obtain an approved plot plan we will not proceed with
our  contemplated  land  development  or  we  will recommend that our consulting
client  not  proceed with land development or we will take the following actions
or  recommend  the  following  actions  to  our  consulting  client:
-     Attempt  to  sell  the  property  to  a buyer that has a different planned
property  use  compatible  with  city  ordinances  for  gaining  plot  approval.
-     Attempt to locate a landholder to exchange the property for land that we
are able to obtain an appropriate plot approval.
-     Attempt to return the property to the seller.

EXISTING  WET  LAND
     Prior  to  purchasing  land  tracts,  we  will obtain maps indicating where
existing  wetlands  are  located.  We  will  obtain from local engineering firms
wetland  evaluations  for  parcels  of  lands.  Our assessment will include site
inspections  and  our  review  of  detailed  maps.

 The  ideal  conditions  under which we would be able to proceed with our or our
consulting  client's  land  development  would  be:
-     The  existence  of  no  wetlands  or  environmentally  sensitive  areas.
-     If the wetland and the environmentally protected areas are located only on
      an isolated section of the property we wish to develop.

     The  following  conditions  would dissuade us from proceeding with our land
development or which would lead to a recommendation to our consulting client not
to  proceed  with  land  development:
-     The  wetlands that are unable to be impacted, as a percentage of the total
      area  to  be  developed,  would  exceed  20%.
-     The portion of the property that is considered wetlands contains
      historical monuments or rare or endangered animal species.
-     The wetland analysis indicates that we would be unable to pave appropriate
      roadways or would otherwise restrict needed access to the property.

SURVEY.
     Prior  to  purchasing  land  tracts,  we  will  arrange for a stamped North
Carolina surveyor that will conduct a survey that includes a complete listing of
all  the  features  required by law to be in a certified survey, including metes
and  bounds  distance  total number of acres, streams, public easements, private
easements  and  topography  of  the  site.

 The  ideal conditions regarding the survey that would permit us to proceed with
our land development or in which we would recommend to our consulting client not
to  proceed  with  our  land  development  would  be:
-     All  the  land  we  intend  to  develop  is  available  for  our  intended
      development  use.
-     The topography or terrain, such as the presence of mountains or hills that
would restrict a residential housing project, would not prevent our intended
      development.

     The  results of our analysis of the wetland evaluations and maps that would
dissuade us from proceeding with land development or in which we would recommend
to  our  consulting  client  not  to  proceed  with  land  development would be:
-     A  survey  that  contains improper or insufficient historical survey work.
-     The topography, or terrain, would prevent our intended use.

SKETCH  PLAN
     Prior  to  purchasing  land  tracts,  we  will  arrange  for  a sketch plan
indicating  where  trees  and  bushes  are  required  to  be  planted within the
subdivision.  We will provide a complete parks and recreation artist sketch plan
that  indicated  where  all  required  improvements  must  be  located.

     The  conditions  that  would  weigh  in  favor  of our proceeding with land
development  or  in  which  we  would  recommend to our consulting client not to
proceed  with  land  development  would  be:
-     A  sketch  plan that would allow enough density or housing improvements to
obtain  a  substantial  profit  from  the  contemplated  development.
-     A sketch plan that has administrative staff approval within the
administering governmental agency that governs the building and zoning standards

     The  conditions  that  would  negatively  impact  upon proceeding with land
development  or  in  which  we  would  recommend to our consulting client not to
proceed  with  land  development  would  be:
-     The  topography  or  terrain  is  unsuitable  for  development.
-     The existence of rare plant or animal life that could adversely affect our
ability to move certain trees or bushes due to local regulations, the removal of
which is necessary to our development.

PUBLIC  AGENCIES  THAT  REGULATE  LAND  DEVELOPMENT
     We  will  assemble  names  and address of all public agencies that regulate
land  development,  with  the  following  information  for our or our consulting
client's  personal  records:
-     Name  of  city  with  jurisdiction;
-     Name of county with jurisdiction;
-     Name of planning director;
-     Name of City Engineer;
-     Name of waste authority;
-     Name of sewer authority; and
-     Name and contact of State Department of Transportation driveway permit
      approvals

The conditions that would weigh in favor of our proceeding with land development
or  in  which  we  would recommend to our consulting client to proceed with land
development  would  be
-     Existing  state  environmental  regulations  meet  our project objectives.
-     The Federal Environmental Management Agency, which administers the
      development of all areas prone to heavy flooding or accumulation of
      precipitation, approves our property for development.
-     The local police and fire department have overcrowding and evacuation
      standards that would be consistent with our project.
-     City water and sewer capacity meet the requirements of our project.
-     Having adequate property access that conforms to U.S. Department of
      Transportation guidelines.

     The  conditions  pertaining to regulatory information that would negatively
impact  upon  proceeding  with our land development or our recommendation to our
consulting  client  to  proceed  with  land  development  would  be:
-     Not  having  adequate  sewer  and  water  capacity.
-     Restrictive access to the property such as the absence of roads or
      bridges.
-     Environmental hazards that would prevent our intended use of the property.
PERMITS
     We  will  obtain copies of permits for necessary governmental agencies.  We
will  provide  all  copies  and  a  checklist  necessary  to verify all existing
permits.

We  may  be  unable  to  obtain  permits  because:
-     The quality of the soil does not meet the requirements for our residential
      building  projects.
-     The existence of wetlands.
-     The existence of hazardous waste materials.
-     The existence of setback requirements, such as city regulations requiring
      a property to be 100 feet in depth from the road.
-     Our development project is too close to other properties.
-     If our development required an exemption for our intended use, city
      officials will not grant an exemption for that use.

     If we are unable to obtain permits we will determine why the permit was not
granted  and whether we can take steps to cure the permit denial.  For instance,
we  can:
-     Re-apply  for  the  permit  with  the  permitting  agency.
-     Provide copies of existing regulations that we believe permit use of the
      property for our intended purpose.
-     Appeal to the local governmental authority

     The  factors  that  will  weigh in favor or taking steps to cure the permit
denial  are:
-     Comparable  properties  that  were recently built in the same general area
-     Zoning petition exemptions have recently been granted on similar
      properties
-     A change in environmental status or regulations that favor a permit grant

     The  factors  that will negatively impact upon our decision to proceed with
taking  steps  to  cure  the  permit  denial  are:
-     Costs of obtaining the permit exceed the profit potential in the property.
-     New or emerging environmental issues that prevent the proposed development
-     The inability to provide adequate water and sewer for the proposed
      property.

U.S.  CORE  OF  ENGINEERS/APPROVAL
     We  will  obtain  copies  of  U.S.  Core  of  Engineers acknowledging their
approval  of  all impacted areas. We will provide all information to acknowledge
that  the  US  Core  of  Engineers  has  completed  a  proper  assessment.

The  U.S. Core of Engineers may provide approval under the following conditions:
-     The  property  is  consistent  with  their  setback  requirements, such as
properties that we intend to develop are already at least 100 feet in depth from
the  road.
-     The property is consistent with U.S. Core of Engineers requirements for
      non-disturbance and grading of lakes, ponds and streams.
-     The volumes of open spaces around impervious areas are within U.S. Core of
Engineers guidelines.

     If  we  are  unable  to  gain  the  U.S. Core of Engineers approval we will
determine  why  the  permit  was  not  granted  and whether we can take steps or
recommend  steps  to  our  consulting  client  to  cure  the permit denial.  For
instance,  we  can:
-     Appeal  the  application
-     Submit  the  matter  to  third-party  arbitration
-     Engage in litigation

     The  factors  that  will  weigh  in  favor  or  taking  steps  to  cure the
non-approval  are:
-     If  an  error  in  interpretation  was  made on behalf of the U.S. Core of
      Engineers  regarding  the  ordinances.
-     A recommendation from a city official that outlines the benefits of the
      property to the community.

     The  factors  that will negatively impact upon our decision to proceed with
taking  steps  to  cure  the  non-approval  are:
-     Costs  of  obtaining  the  approval  exceed  the  profit  potential in the
      property.
-     New or emerging environmental issues that prevent the desired building
-     The inability to provide the adequate water and sewer for the proposed
property.

DRIVEWAY  PERMITS
     We  will  obtain  copies  of  State  Department  of Transportation driveway
permits.  We  will  obtain  full  maps  and permits as was approved by the State
Department  of  Transportation.  The  State Department of Transportation may not
issue  driveway  permits  because:
-     The  proposed  roadways  due  not  have  adequate  width.
-     The proposed roadways would potentially produce traffic levels above the
      locations zoning.
-     The proposed roadways interfere with environmentally protected properties.

     If  we  are  unable  to  obtain  driveway permits we will determine why the
permit  was  not granted and whether we can take steps or recommend steps to our
consulting  client  to  cure  the  permit  denial.  For  instance,  we  can:
-     Appeal  to  the  Head  Engineer in the state where the property is located
-     Re-draft the plan to satisfy the agency requirements
-     Submit the matter to third-party arbitration

     The  factors  that  will  weigh  in  favor  or  taking  steps  to  cure the
non-approval  are:
-     We  have  made changes in the physical design of the driveway or roadways.
-     Influence on city boards, including possible exception grants.
-     Increases or decreases in right of way



The factors that will negatively impact upon our decision to proceed with taking
steps  to  cure  the  non-approval  are:
-     Costs of obtaining the permit exceed the profit potential in the property.
-     The  layout  of  the  property  is  such that we are unable to provide the
      necessary  right  of  ways.

PROPOSED  ROAD  OR  ROADWAYS
     We  will  obtain copies of all approved road plans. We will obtain all maps
and  engineering  road  profiles  as  would  be  required to obtain approvals to
construct  any  proposed  road  or  roadways.

     The  ideal  conditions  indicated in the maps and engineering road profiles
that would weigh in favor of our obtaining approval from the State Department of
Transportation  to  construct  the  proposed  road  or  roadway  are:
-     We  are in compliance with the state government's design for the build out
      of  the  roadways.
-     Our roadways are consistent with the appropriate environmental standards
-     The width of the road would accommodate the intended use of the road
-     The collector, or main road, street would have enough traffic regulation
devices, such as signage and/or traffic lights.

The conditions that would be indicated in the maps and engineering road profiles
that would weigh against our obtaining approval from the State Department of
Transportation to construct the proposed road or roadway are:
-     The  inability  to  obtain  dedicated  right of ways consistent with state
      regulation.
-     Environmental impacts of stream or lake crossing are against state
      regulation.
-     The roadway would negatively affect the drainage in a flood plain.

SEWERAGE  DISPOSAL
     We  will  obtain  notices  of  approvals  of proper sewerage disposal.  The
notices  of  approval  are likely to be approved under the following conditions:
-     If  there  is  enough  existing  capacity  within  existing  sewer  lines.
-     If we have the ability to build parallel sewerage next to existing sewer
      line.
-     If there were an existing slope within existing sewer lines that would
      accommodate the extra capacity.

We  will  have  difficulty  in  obtaining notices of approval of proper sewerage
disposal  if  the  following  conditions  are  present:
-     No  capacity  within  existing  sewer  lines
-     Inappropriate existing sewer lines
-     Sewage line is unable to be installed in such a way whereby the lines
      cause a downward flow sewage material.
     If  we  have  difficulty  in  obtaining  notices of approval we will decide
whether  we should take the following steps or recommend steps to our consulting
client  to  obtain  such  approval:
-     Build  a  septic  system
-     Install a mound system, which is a system similar to a septic tank that
      allows certain water absorption into the ground.
-     Install storage tanks to pump and haul sewerage away from the property.

We  will  obtain  flow and volume calculations and total sewerage discharge into
public  or private systems. Flow and volume calculations indicate the ability of
specific  sewer  lines to handle certain quantities of sewerage. We use the flow
and  volume  calculations  for  the  purpose  of:
-     Sizing  of  pipes
-     To design additional sewers
-     Measure the rate and volume of sewerage intake into existing lines

WATER  USE
     We  will  obtain  notices of approvals for proper water use. The conditions
under  which  notices of approvals for proper water use would likely be approved
are:
-     Appropriate  water  pressure  within  the  existing  line
-     Properly sized primary and secondary water lines

If  we  do  not  obtain  the  notices  of approvals for proper water use we will
undertake  the  following  actions  or  recommend  the  following actions to our
consulting  clients:
-     Appeal  the  approval  to  the  water  and  sewer  authority.
-     Use a well water system
-     If  the  property  is  located  such  that municipal water sources are too
      distant  for  usage,  we  could  tap  into  water  well.

We will obtain all the necessary calculations from testing as may be required by
local  and state authorities to assure adequate drinking water standards.  These
water  quality  calculations  are always done before purchase of the property to
attempt  to mitigate such a situation. We would not purchase a property that did
not  have an adequate public water supply.  These calculations would consist of:
-     Availability  of  proper  flow  of  water,  based  on  anticipated  water
      consumption
-     Water quality testing to ensure safe drinking water that would detect
      acceptable levels of bacteria, nutrients, and chemical.

The  purpose  of  obtaining  these  calculations is to ensure adequacy of public
water  quality.  If  the  calculations indicate that the drinking water does not
conform  to local and state standards we will undertake the following actions or
recommend  the  following  actions  to  our  consulting  clients:
-     We  would  attempt  to remedy to water supply with a system of filtration.
-     We would consider selling or trading the property and obtaining a property
      with suitable standards.

ENDANGERED  SPECIES
     We will obtain copies of all endangered species affecting the property.  We
will  obtain  a site visit by a licensed engineer to determine the impact of any
endangered  species.  We  will  also have the property reviewed by an endangered
species  specialist  to  determine  the  existence  and impact of any endangered
species.  If  we  receive  adverse  information  regarding  endangered  species
affecting  the property and we determine that the endangered species are adverse
to  our  intended use of the property, we would not proceed with the purchase pf
the  property.

HISTORICAL  DESIGNATION/  IMPACT  OF  HISTORICAL  DESIGNATIONS
     We will obtain copies of all historical designation affecting the property.
We  will  obtain  a site visit by a licensed engineer to determine the impact of
historical  designations.  If the property has historical designation status, we
will apply for permit approval that is consistent with the location's historical
designation. If we are unable to receive permits for our intended use due to the
location's  historical designation, we will not proceed with the purchase of the
property  or  we  will  recommend  against  the  purchase of the property to our
consulting  client.

ENGINEERING  DEPARTMENT  APPROVALS
     We  will  obtain  approval  letters  from  local  governmental  engineering
departments.  All  approvals  from  the  local and state engineering departments
will  include  necessary site visits and approval meeting all requirements. Each
individual municipality and city has its own engineering department with its own
set  of  rules.  Each  engineering  department  publishes  various  requirements
pertinent  to  the  local  area  such  as:
-     Road  design;
-     Site design;
-     Water services;
-     Sewer service;
-     Police and fire protection.

      Prior to purchase of a property, we review these regulations to determine
whether our future development is economically feasible; if not, we will not
proceed with the purchase of the land or we will recommend against proceeding
with the purchase of the land to our consulting client.

VARIANCE  BOARD  APPROVALS
     We  will  obtain  all  variance  board  approvals.  We  will  obtain  all
correspondences  and approvals from any variances board necessary to achieve our
approvals to accommodate development that otherwise would not be approved within
their  normal  building  usage,  including  possible  petitions  and  exception
applications for our intended use of the land. Generally, these requirements are
reviewed  by  the  appropriate  city council to determine whether the project is
beneficial  to the city.  If we are unable to obtain variance board approvals we
will  petition  the  city  council  for  an exception for the use of the land or
recommend  such action to our consulting client. We will also attempt to get the
community  involved  through written petitions if the project is believed to add
value  to  the  local area. If we are still unable to gain variance approval, we
will not purchase the property or recommend against the property purchase to our
consulting  client.

COMPLETE  APPROVALS  OF  PROPOSED  BUILDERS'  APPROVALS
     We  will obtain all necessary documentation to verify complete approvals of
proposed builders' approvals.  Builder's approvals show that the property can be
used for the builder's desired purpose.  Builder's approvals are obtained by the
builder  and  are written into the contract prior to purchase to ensure that the
builder  can  develop  the  property  as  desired.

PROPERTY  LOCATION  PROCEDURES

     We  conduct  a  preliminary  analysis  that  consists  of:
-     Reviewing  real  estate sales based on information provided by local board
of realtors associations and our review of the census tract increases.  The real
estate  sales  information  that  we may obtain that would weigh in favor or our
proceeding  with  land  purchase  or  development  would  be:
o     High  volume  of  sales  within  the  specific  area
o     New schools and major commercial developments in the area
o     Improved state and city roads in the area

The  real  estate  sales information that we may obtain that would weigh against
our  proceeding  with  land purchase or development or recommending against such
land  purchase  or  development  to  our  consulting  client  would  be:
o     Hazardous  waste  in  the  area
o     High crime in the area
o     Overcrowding in the area

-     Reviewing  the  last  year's sales within zip codes and those specific zip
codes  that  about the number of building permits received.  The last years real
estate  sales  information  that  we may obtain that would weigh in favor or our
proceeding  with  land  purchase  or  development  would  be:
o     A  high  volume  of  permits  received
o     Permits granted for similar projects that we are considering

The  last  year's  real  estate  sales information that we may obtain that would
weigh  against  our  proceeding  with  land  purchase or development would be or
recommending  against  proceeding  to  our  consulting  client:
o     Low  volume  of  permits  received, or few permits granted for the type of
usage  we  are  considering.
o     Permits  denied  for  projects  similar  to  what  we  are  considering



     The conditions and/or data that we analyze we look for to purchase or
develop properties are:
-     Demographical data that suggests increased demand for a specific area. The
demographical data that would weigh in favor of our proceeding with land
purchase of development would be:
o     Increase in industrial activity such as a major corporation moving into
the area creating new jobs and increasing residential housing demand.
o     Increase in the population's median income levels for a certain area.
o     Low crime rate in the area

The  demographical  data  that  would  weigh  against  proceeding  with our land
purchase  or development or recommending to our consulting client not to proceed
with  land  purchase  or  development  would  be:
o     Migration of industrial companies outside the area.
o     Decrease in income levels
o     High crime rate in the area
o     Data pertaining to new home building permits in surrounding counties
suggesting a shift in demographics. The factors pertaining to new home building
permits that would weigh in favor of our proceeding with land purchase of
development would be:
     Increase in dollar value of permits
     Increase in style of permits. For example, if we were considering
developing residential housing, we would consider it beneficial if the permits
of residential complexes are on the increase relative to commercial style
permits.

The factors pertaining to new home building permits that would weigh against our
proceeding with land purchase or development or recommending to our consulting
client not to proceed with land purchase or development would be:
o     Decrease in dollar value of permits.
o     An increase in commercial activity relative to the residential activity.
o     New schools that are projected to be built in any particular community
which create a demand for new home building permits within a twelve-block radius
of the projected site of the school. Whether these projected new schools would
create such a demand would be dependent upon the following factors:
     The quality and size of the school
     The amenities of the school
     The average SAT scores within the school






o     Governmental and private investment into infrastructure services such as
road construction, water and sewer services provided to an area that was not
previously served. The factors pertaining to infrastructure investment that
would weigh in favor of our proceeding with land purchase or development are:
     The building of water and sewer treatment plant
     The building of new roads and highways
     An increase in local schools
     An increase in police and fire protection in the area

The factors pertaining to infrastructure investment that would weigh against our
or our consulting client from proceeding with land purchase or development are:
o     The government's decision not to build or upgrade a water and sewer
treatment plant.
o     The closing of roads and/or highways in the area
o     Budget cutbacks in the schools, police department, and/or fire department.
o     The level of possible job creation in a particular area, such as a
projected industrial plant or high tech service company.

     We do not consider any particular type of land or particular amount of land
for our projected purchase or development of land.  The amount of land that we
may acquire, resell or develop may range between 1 and 500 acres.

     We  will locate such areas that we will consider building by using analysis
reports by area that are obtained from a real estate office, such as ABC Realty,
our  related entity. These reports include yearly trends, school building plans,
market  comparative  reports, and zoning implications. We will locate properties
through  the  following:
1.     Direct  mailing  to  landowners  of  record.
2.     Direct  mailing  and  telephone  communication  with  local  real  estate
offices.
3.     Reviewing  tax  documents  and  liens  and  distressed properties such as
foreclosures  by  obtaining  copies  of  county  records.
4.     Reviewing  shifts  in  demographical  information  provided  that  census
bureau;  school  board, building permits issued, periodic code, and improvements
in  road  construction.

We  intend  to  buy existing tracts of land with a minimum size of one (1) acre.
Our  intention  is  to  improve the land tracts we agree to buy and increase the
value  of  the  specific  tract  of  land  by  our  development.

     In  order  to  determine  and  evaluate  the fastest growing areas, we will
obtain  reports from report surveys and reporting companies.  These reports will
provide detailed information that we will then study to determine where the next
area  of  growth  will  occur.



     We will also rely on general building permit records to ascertain totals of
number  of  new buildings built in a new area.  We will also rely on information
provided  by  the  U.S.  Census  Bureau  to  obtain  information  pertaining  to
population  shifts  and number of total people in a specific area.  We plan also
to  compare  the  population figures from the 1990 census with those of the 2000
census.

1.     DETAILED  MARKET  AND  FINANCIAL  ANALYSIS.

     We  will  perform  detailed  market  and  financial analysis regarding each
property  we  decide  to  review  for  purchase  so  as to determine whether the
specific  location is appropriate for acquisition and development. That detailed
information  will  include  the  following:
-     Number  of  parcels  on  the  market.
-     Number of parcels sold in the past 12 months.
-     Sales prices asked per parcel.
-     Sales price sold per each parcel.
-     Total square footage and acreage per land parcel
-     Total number of units allowed per acreage plot.
-     Total number of pending closings per land parcel.
-     Total number of acres impacted by wet lands
-     Total number acres impacted by endangered species
-     Total number of acres with lakes or waterways on them

PURCHASE  PROCEDURES:
     Once  we  have  located  a  property  that we may want to purchase, we will
ascertain  whether  the  landowner  is  willing  to  sell  the property. We then
negotiate  a  purchase  price and ask the following questions of the prospective
seller  and/or  obtain  answers  to  the following questions from third parties:

-     When  does  the landowner want to sell and close?  The ideal conditions we
look  for  regarding  this  factor  are:
o     The  seller  is  willing  and  able  to  sell  within  a six-month period.
o     Typically, the timing and motivation of sellers to enter into contract to
sell land may include several factors such as: estate planning, gifts to family,
age, health and other personal factors.
-     How much of the land will the landowner sell? The ideal conditions we will
look  for  regarding  this  factor  are:
o     We  would  typically  request all of the land so that we had more property
for development, and have greater economies of scale with respect to negotiating
purchase  price.
-     How  much  will  the  landowner sell the land for? The ideal conditions we
will  look  for  regarding  this  factor  are:
o     The  price  is  below  market  value.  We  determine  market value through
appraisals  and  comparable  sales  reports  in  the  area.
o     With respect to price, we would also consider value trends, such as
historical yearly increases in property values
What  is  the current zoning on the land?  The ideal conditions we will look for
regarding  this  factor  are:
-     Existing  zoning  in  place  consistent  with  our  intended  use
-     Property located in an area or zone whereby the value is decreased in
exchange for completing zoning to become consistent with the area or zone
zoning.
-     The intention of the city or county for the specific use of land in that
area to be made consistent with our intended use.
-     Can  the  zoning  on  the  land be changed to accommodate another use? The
conditions  we  will  look  for  regarding  this  factor  are:
o     It would not be cost prohibitive to change for other purposes that require
changes  in  zoning.
o     It would increase the value of the land to change the zoning to
accommodate such a use.
-     Are  there  any  title  defects on the title? The ideal conditions we will
look  for  regarding  this  factor  are:
o     No  liens  and/or  encumbrances.
o     The buyer is able to deliver a clean title within the time we would like
to close.
-     Does  the  landowner  have  title  insurance  on  the  property? The ideal
conditions  we  will  look  for  regarding  this  factor  are:
o     The  landowner  has  title  insurance  on  the  property.
o     The landowner is able to secure title insurance on the property.
o     We would be able to obtain title insurance on the purchased property.

     We  will  provide  the  answers to these questions to the following trained
professionals  who  are  trained  in  the  area  of  verifying  the information.
-     Cacie  Reporting  Services
     Arlington,  Virginia
-     Hunter  And  Brown  Consultants
     Concord,  North  Carolina
We  do  not  have  any  contracts with these firms ensuring their services on an
ongoing  basis.  We  plan  to  hire  these  firms  on  a  per  job  basis.

     We  will  obtain  the  following  documents  from the seller during our due
diligence  on  the  property:
-     General  maps;
-     Topographical maps;
-     Environmental reports
-     Copies of existing zoning maps and regulations;
-     Conduct land inspection procedures;
-     Proposed zoning regulations;
-     Deeds;
-     Title insurance; and
-     Tax bills.

     We  then  verify  the  accuracy  of  these  documents and determine how the
information  contained  in  the  documents  impacts  the  property  that  we are
considering  to  purchase.

OUR FINANCING PROCEDURES:
     We  will attempt to obtain financing from local banks doing business within
the area where we are attempting to purchase property. Our president has, in the
past,  personally  guaranteed  repayment  of  debt for land purchases along with
necessary corporate guarantees and we plan to use such guarantees in the future,
if  necessary;  however, there are no assurances that our president, or we, will
be  in a financial position to do so.  We do not have any written agreements now
or  in  the  past  with  our president, Mr. Bennett, obligating him to guarantee
repayment  of future debt or any of our other obligations.  Our president is not
otherwise  under  any  legal  obligation  to provide us with capital. We hope to
leverage  the  property  with  a financial institution or private lender so that
funds  are  available  based  on  the  collateral  of  the  property.

The  procedures  for  obtaining  our  financing  are  as  follows:
1.     File  application.
2.     Credit  checks,  property  appraisal  done.
3.     Loan  documents  drafted.
4.     Down  payment  made  that  is  typically  approximately  5  to 10% of the
appraised  value.
5.     Institution  lends  funds  for the balance, less certain transaction fees
that  are  typically  between  approximately  2  to  3%.
6.     A  lien  is  then  filed  with  the  State  of  North  Carolina.

     There  are  no assurances that our financing procedures will be adequate to
secure  the  funds  needed  to  sustain  our  operations.

GROSS  MARGINS  ON  OUR  LAND  DEVELOPMENT
Gross  margins on our land development vary depending on many factors including,
purchase  and  selling  price, extent of land development, and length of holding
time  to  sale.  Gross  margins typically range from ten to thirty percent. On a
historical  basis,  we  realized  gross  margins  on  our  one  sale  of land of
approximately  22%  for  the  year  ended December 31, 2000 and gross margins of
fifteen  percent  on our two land sales during the year ended December 31, 1998.
We  conducted  no  land  development during 1999. Cost of land sold includes the
acquisition  price  of  the  parcels  plus  direct  capital improvements made to
develop  the  properties.  Such  direct  expenses  would  typically include land
evaluation,  environmental  testing,  obtaining  engineering  reports,  zoning,
development  costs,  and  renovation  costs.





GROSS  MARGINS  IN  OUR  REAL  ESTATE  CONSULTING  SERVICE:
     Gross  margins  on  our  consulting  services typically would exceed ninety
percent  as  the  third-party  builder  pays for the majority of the development
costs.  We  may  pay  for  certain  expenses such as land evaluation. During our
consulting  project  in  1999 with Humphrey and Associates we paid approximately
$2,210  in  direct  costs  on $126,933 in revenues. This may vary in the future;
however,  we  expect  margins  on  our  consulting services to remain relatively
constant.

GRADING CONTRACTORS:
--------------------
-     McCallum  Grading  of  Monroe,  North  Carolina

REALTORS:
---------
-     Lakeland  Realty  or  Mooresville,  North  Carolina

ZONING SPECIALIST:
------------------
-     Walter  Fields  Group  of  Charlotte,  North  Carolina

REAL ESTATE ATTORNEY:
---------------------
-     Kirk,  Palmer  and  Thingpen  of  Charlotte,  North  Carolina
-     James Scarbough and Associates of Concord, North Carolina

TITLE  INSURANCE:
-     Lawyer  Title  Company  of  Charlotte,  North  Carolina

LAND  DESIGN  SPECIALIST:
-     Wirth  and  Associates  of  Charlotte,  North  Carolina

TOPOGRAPHY DESIGN ENGINEER:
---------------------------
-     Aero  Dynamics  of  Charlotte,  North  Carolina

Should  we lose any of the services of these subcontractors, we may be unable to
hire  other subcontractors on acceptable terms. There are no assurances that the
services  of  these firms will be available or we will find their proposed terms
acceptable  to  us.

DISTRIBUTION.
     We  have  no  distribution  agreements  in  place  with anyone.  We plan to
distribute  the  land  we  acquire  primarily  through direct selling efforts to
established  homebuilders, real estate developers and corporations that may have
a  need for residential and/or commercial real estate.  We plan to contract with
real  estate  brokers,  sub-contractors  and  other  agents to assist in us on a
project-by-project  basis.

NEW PRODUCTS OR SERVICES.
     We  currently have no new products or services announced to the public.  We
will  make  public  announcement  in  the  future  upon  entering  into material
contracts  to  acquire  any  new  real  estate  projects.

COMPETITIVE BUSINESS CONDITIONS.
     We  face  competition  from  national  homebuilders,  local  homebuilders,
commercial  and  industrial  land  developers  and farmers.  The market for real
estate  development  is  highly  competitive  and  subject  to economic changes,
regulatory  developments  and  emerging  industry standards.  When a significant
tract  of potentially suitable land becomes available for sale, there is usually
intense  competition  for  that  property.  Pricing  is a particularly important
competitive  factor.

     Nationally,  there  are over one hundred major real estate land developers.
Approximately  10%  of  these developers capture approximately 50% of the market
for  such  developments.  These developers have greater financial resources than
we  do  and  are  better  poised for market retention and expansion than we are.
Specifically,  our  competition  is  as  follows:
National  Home  Builders
We  compete  to  acquire  properties  with  the following national homebuilders:
-     Pulte  Homes;
-     Ryan Homes;
-     Ryland Homes;
-     John Weiland Homes;
-     Cresent Resources; and
-     Harris Group

     These national homebuilders purchase land or lots of vacant land parcels to
build  single-family  homes,  shopping  centers  and  commercial buildings.  The
national  homebuilders  have  substantial  resources  to  enable  them  to build
single-family  homes  for  resale.  In  addition,  these  companies  have  the
operational  and  financial  ability  to lease the building to major tenants for
rental  revenue  or  to  sell  the  buildings  to  the  major tenants or others.

     In  addition, the primary local homebuilders and developers that we compete
against  are  the following, which are all located in Charlotte, North Carolina:
-     Humphrey  and  Associates;
-     Torrey Homes;
-     Mulvaney Homes;
-     Shea Homes; and
-     Ryan Homes of Charlotte, North Carolina

     These  builders  engage  in single-family home development and have greater
financial  resources  than  we  do.  In  addition,  these companies have greater
operational  resources because they are able to perform a variety of development
tasks  themselves.  These  companies purchase vacant land tracts and perform all
the  work  necessary  to  construct  the  homes,  such as land clearing and road
development  and  then  build the homes themselves.  In contrast, we do not have
the  financial  or  operational  resources to perform these tasks.  In addition,
because  of  the  intense  competition with the national and local homebuilders,
large  areas  of quality land parcels are becoming increasingly rare.  We are in
direct  competition  with  the  national  and local homebuilders to acquire land
parcels  that  are  equipped  with  sewer,  water  and  gas availability.  These
national  and  local  builders  are  better  equipped  to acquire tracts of land
equipped  with  these  capabilities  due  to  their  operational  and  financial
superiority  over us.  The intense competition with these companies has also led
to  increases in the cost of land and greater competition to hire subcontractors
that  are  becoming  increasingly  expensive.

     When  an  available  property  is  zoned for agricultural purposes, we will
compete  for  that property with numerous individual farmers and/or companies of
all sizes who engage in agriculture.  We have no competitive advantages over any
of  the  individuals  and/or  companies  against  whom  we  compete.  We  have
significantly less capital, assets, revenues, employees and other resources than
our local and/or national competition.  There are no barriers to entry into this
market.

SOURCES AND AVAILABILITY OF RAW MATERIALS.
     As  of  the date of this prospectus, we have no raw materials or suppliers.
To date, we have not obtained any raw materials for our business operations.  In
the event that we use raw materials or suppliers, our main sources of lumber and
materials  will be purchased form Lowes, Home Depot and 84 Lumber Supply, all of
which are within a three mile radius of our North Carolina Office.  In addition,
these suppliers are within an approximately ten-mile radius of any location from
which we may engage in the development business in North and South Carolina. Our
choice of suppliers, from which we will purchase our materials, will be dictated
primarily  by competitive pricing decisions and secondarily by availability.  We
do  not  anticipate a lack of supply to affect our development efforts; however,
there  are  no assurances that a shortage of materials will not occur and that a
corresponding  price  increase  will  not  be  passed  on  to  our  customers.

CUSTOMER BASE
     As  of  the  date of this prospectus we previously had three customers.  We
provided real estate consulting services during 1999 to Humphrey and Associates,
LLC  that  consisted  of:
-     Indentifying  specific  parcels  of  land  to  purchase
-     Identifying possible home builders to purchase building lots upon
completion of installation of roads and public utilities
-     Identifying any obstacles with regard to wetland issues, zoning issues,
economic feasibility
-     Providing contact information with regards to the property owner to
complete the purchase of said vacant land
-     Providing all contracts as requested to insure a success ability to close
the purchase of the land.

     We  sold  a  67-acre  land  tract to Landcraft Properties, Inc. in February
1998.  We  sold a 1.5-acre land tract with an existing 2,200 square foot home to
James  and  Michelle  Pawlak  in  June  1998. A realtor affected the sale on our
behalf.  We  sold  a  19-acre  land tract to Landcraft Properties, Inc. in March
2000.  Currently,  we have no established customers. We plan to resell tracts of
land  to  a  number  of  customers,  and do not plan on being dependent upon one
single  or  just a few customers.  However, there are no assurances that we will
be  successful  in  establishing  a  broad  customer  base.

INTELLECTUAL  PROPERTY
----------------------
     At  present,  we do not have any patents, trademarks, licenses, franchises,
concessions,  and  royalty  agreements,  labor  contracts  or  other proprietary
interests.

GOVERNMENT REGULATION ISSUES.
-----------------------------
     We  are  subject  to  applicable provisions of federal and state securities
laws  and  to  regulations  specifically  governing  the  real  estate industry,
including  those  governing federally backed mortgage programs.   Our operations
will  also  be  subject to regulations normally incident to business operations,
such  as  occupational  safety and health acts, workmen's compensation statutes,
unemployment  insurance  legislation  and income tax and social security related
regulations.  Although  we  will  make  every  effort  to comply with applicable
regulations,  it  can  provide  no assurance of its ability to do so, nor can it
predict  the  effect  of  these  regulations  on  its  proposed  activities.

     In  addition,  we  will  be subject to local zoning and land use ordinances
which  could  restrict  our  ability  to acquire, develop, sub-divide and resell
certain  real  estate parcels that would otherwise be attractive to us.  We will
seek  to  conduct  appropriate  due  diligence  before  committing to purchase a
particular  parcel  of  land to determine what permits, licenses and/or land use
variances,  if  any,  are  required.  To  the  extent  that  it  is possible and
practical  to  do  so,  we  will attempt to obtain such permits, licenses and/or
necessary  variances prior to committing to purchase a property.  However, there
are  no  assurances that we will be able to determine in advance of purchasing a
property  whether  the  property  can  lawfully  be developed under the existing
zoning,  land  use  and/or  environmental regulations.  Nor can any assurance be
given  that  we will be able to obtain the permits, licenses and/or variances to
develop  a  property,  once  that property is acquired.  If we should purchase a
property  and  subsequently  be  unable to develop, subdivide and/or resell that
property  because  of  zoning or environmental issues, or for any other reasons,
our  operations  and  financial  condition  would  be  negatively  impacted.

RESEARCH  AND  DEVELOPMENT.
     We have spent no funds on research and development for our land development
projects  or  consulting  services.

ENVIRONMENTAL  LAW  COMPLIANCE.
     Our  environmental  compliance  regarding  our land development business is
site  specific.  We  hire  a private environmental engineer who inspects maps of
the  property  and  personally  inspects  the  property to determine whether the
property  is  in  compliance  with  the  regulations  of  the U.S. Environmental
Protection  Agency and the applicable state environmental agency.  Specifically,
the  engineer  determines  whether  there  are  any  rare species, environmental
hazards  or  environmental wetlands at or in close proximity to the property. If
any of those conditions are detected the builder and/or developer must submit to
the  U.S.  Environmental  Protection  Agency  and applicable state environmental
agency  a  permit  form  along  with  detailed  surveys  and maps indicating the
potential  impact  of  the condition.   The U.S. Environmental Protection Agency
and  the  applicable  state environmental agency either issue an approval permit
permitting  further  development to proceed with the property or a denial letter
prohibiting  further  development.  If development proceeds even though a denial
letter  was  issued,  the  developer or builder will be subject to a lawsuit and
damages  by  the  federal  and state government and may be ordered to restore or
repair  the  property  to  its  original  state.

     We  may  be  subjected to environmental liability if we fail to comply with
various state and federal environmental regulations.  In addition, our operating
costs  may  experience  substantial  increases  as  a result of new and stricter
environmental  laws, ordinances and regulations.  Under local, state and federal
laws  we  may become liable for the costs of removal or remediation of hazardous
or  toxic  substances  from our properties.  Many of these laws impose liability
either  for  knowing violation or impose a recklessness standard for now knowing
of such hazards.  In addition, the presence of such substances or our failure to
remove  them,  may  affect  our  ability  to borrow funds for the acquisition of
properties.

ADDITIONAL  DEVELOPMENTS
------------------------

The  Company  is  also  focusing  some  effort in 2002 on locating and acquiring
technology  and/or  intellectual  property. To date, no significant progress has
been  made  and  no  definitive  agreements  have  been  signed.

EMPLOYEES
---------
     Presently, we have one employee, Duane Bennett, our president.  Mr. Bennett
is our only full time employee. We have no employment agreements with any of our
employees.  We  do not anticipate hiring any additional employees. The remainder
of  our  administrative  operations  is  carried  out  through  subcontractors.

REPORTS  TO  SECURITY  HOLDERS.
     After  the  effective date of this document, we will be a reporting company
under  the  requirements  of  the  Securities Exchange Act of 1934 and will file
quarterly, annual and other reports with the Securities and Exchange Commission.
Our  annual  report  will contain the required audited financial statements.  We
are  not  required  to deliver an annual report to security holders and will not
voluntarily  deliver  a  copy of the annual report to the security holders.  The
reports  and  other information filed by us will be available for inspection and
copying  at the public reference facilities of the Commission, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549.

     Copies  of  such material may be obtained by mail from the Public Reference
Section  of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  Information on the operation of the Public Reference Room may
be  obtained  by  calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains  a  World  Wide  Website  on  the  Internet at http://www.sec.gov that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants  that  file  electronically  with  the  Commission.
Item 2. Properties

     Xenicent  maintains offices at 18 Brookmont Drive, Wilbraham, Massachusetts
01095.  We  occupy  400  square  feet  of office space for which we pay $350 per
month.  The  rent  terms approximate fair market value within the local area. We
believe that we currently have sufficient space and computer systems to carry on
our  operations  for  the  foreseeable  future.

Item  3.  Legal  Proceedings

     The  Company  is  not a party to any legal proceedings, nor, to the best of
its  knowledge,  are  any  such  proceedings  threatened  or  contemplated.

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

No  matter  was  submitted  to  a  vote  during  the  year.



                                     PART II
                                     -------

Item  5.  Market  for  the Registrant's Common Stock and Related Security Holder
Matters

 (a) Our common stock is currently quoted on the Over-the-Counter Bulletin Board
(OTC  BB) under the ticker symbol "XCNT."  The OTC BB is an electronic quotation
system  whereby  market  participants (licensed broker/dealers) make markets and
execute  trades  in their sponsored securities. Our Company began trading on the
OTC  BB  in  July  of  2001.

     The  following quotations were provided by the OTC BB, and do not represent
actual  transactions;  these quotations do not reflect dealer markups, markdowns
or  commissions.

     STOCK  QUOTATIONS*

      CLOSING  BID

Period:                   High        Low

7/1/01  to  9/30/01*      $2.50     $0.16
10/1/01  to  12/31/01     $2.05     $1.30

*     Xenicent's  common  stock had not traded before the third calendar quarter
of  2001.




(b)  Holders.

     The approximate number of record holders of Xenicent's securities as of the
date  of  this  report  is  approximately  205.

(c)  Dividends.

     Xenicent  has  not  declared  any cash dividends with respect to its common
stock,  and does not intend to declare dividends in the foreseeable future.  The
future  dividend  policy  of  Xenicent cannot be ascertained with any certainty.
There  are  no  material restrictions limiting, or that are likely to limit, our
ability  to  pay  dividends  on  our  securities.

Item  6.  Management's  Discussion  and  Analysis

Selected Financial Data
-----------------------

For  the  year  ended  December  31,  2001  and  2000.

                                           2001          2000
                                           ----          ----

     Revenues                             $19,699     $322,974

     Net  Loss                            (59,664)     (380,460)
     Net  Loss  per  Common  Share           (.01)         (.05)
     Weighted  Average  Common
      Shares  Outstanding               8,833,083     8,354,875


At  December  31,  2001  and  2000

                                           2001          2000
                                           ----          ----

     Total  Assets                        $16,439     $60,829
     Working  Capital  Deficit              8,919      53,633
     Shareholders'  Equity                  8,919      53,633

No  dividends  have  been  declared  or  paid  during  the  period  presented.









Results of Operations
---------------------

     For the years ended December 31, 2001 and 2000.

Sales.

          Consulting Services. Revenues of $19,699 for the 2001 period were
derived from construction related consulting activities. We typically perform
the following services during our consulting engagements:
     Locate property for investment and development.
     Gain appropriate zoning approval.
     Assist in scheduling contractors to complete property improvements.
     Assist in planning the development; and
     Assist in surveying and mapping of the property.

          Land  Sales.  Land  sales  for  the  year ended December 31, 2000 were
$322,974.  The revenues during the 2000 period were derived from our sale of the
final  property  we  had in our inventory that was sold to Landcraft Properties.
The  property  was  a  19-acre  lot.  Gross  profit decreased 44% during 2000 to
$69,714.

          All  revenues  were  from  unrelated  third  parties.

          No  new  contracts  for  land  development  projects  or  consulting
engagements  have  been initiated as of the date of this report and there can be
no  assurance  that  we  will  experience  growth  of  sales  in  2002.

Cost of Sales.
     The  cost of sales in for the year ended December 31, 2001 was $-0- because
we  performed  consulting services for other contractors instead of our own land
development.  The  cost  of  sales, as it pertains to our consulting engagements
generally  does  not include land and development costs as our client pays these
expenditures.  Costs  of  sales for our consulting engagements could customarily
include  such  items  as  land  evaluation, subcontractor fees, and unreimbursed
permits  and  licenses.

     Land  Sales.  The  cost of sales, as it pertains to our land sales includes
the  purchase  price  for  land  plus other capital improvements and direct cost
associated  with  making  the  land  available  for  resale.  It is customary to
experience variations in the cost of sales as a percentage of net sales based on
the  cost  of  land  purchased  and  developed  for  resale.

          The  cost  of sales in connection with our contract sales for the year
ended  December 31, 2000 was $253,260. Cost of sales also included $9,689 of the
$102,266  that  was  paid  to ABC Realty, Inc., a licensed real estate brokerage
majority  owned  by  our  president, in connection with locating a buyer for the
property. Cost of sales as a percentage of sales for the year ended December 31,
2000  was  78%.



          We  expect  cost  of  sales as a percentage of sales to increase as we
pursue  larger  development  projects  that yield lower margins, on a percentage
basis.  However,  we expect this to be somewhat offset by the strong real estate
market  in  the  North  Carolina  area.

Expenses.

          Total  expenses  for  the year ended December 31, 2001 were $77,782 as
compared  to $461,509 over the same period in 2000.  This represented a decrease
of  $383,727  or  83%.  The  decrease  in  total expenses was primarily due to a
reduction  of  land  development  activity  in  2001 and additional expenditures
incurred  in  2000  relating  to  this registration statement and our management
fees,  which  were  $291,524  and  $92,577,  respectively.

          The  management  fees  of  $92,577  were paid to ABC Realty, a company
majority  owned  by  our  president,  for  the  purpose  of  assisting us in the
day-to-day  operations  and  general  and administrative duties for our Company.
This  amount  is  included  in  management  fees in our financial statements. We
believe  the  transaction  was done at arms length and we incurred approximately
the  same  amount  of  expenses  for  these services. As discussed under Cost of
Sales,  we  also  paid  an additional $9,689 to ABC Realty, or 3% of the cost of
selling  the  parcel  of  land, for their assistance in locating a buyer for our
final  parcel  of  land.

          Advertising  decreased  to  $9,750  from $13,680 during the year ended
December  31,  2001.  Our  Company  advertising  campaign  included  local print
advertising  such as newspapers and billboards to promote Company's products and
services.  As  of  the date of this registration statement, we have not received
any  new  contracts  or  clients  as  a  result  of  this  advertising.

          We  expect  increases in expenses through the year 2002 as the Company
moves  toward  new  land  acquisitions  and  development.

Income  Taxes

          The  Company did not have any material income tax expense during 2001.
At  December  31, 2000 we had recoverable income taxes of $12,700 resulting from
our  losses  from operations. The Company made the appropriate amendments to its
federal  and state tax returns and elected to carry-back this loss and request a
full  refund. These requests for tax refunds were processed and the refunds were
received  in  June  of  2001.




Income/ Losses.

          Net  loss for the year ended December 31, 2001 was $59,664 as compared
to a net loss of $380,460 over the same period in 2000. We expect to continue to
incur  losses  at  least  through  the first half of the year 2001. In addition,
there  can  be no assurance that we will re-achieve or maintain profitability or
that  our  revenue  growth  can  be  sustained  in  the  future.

Impact  of  Inflation.

We  believe  that  inflation  has had a negligible effect on operations over the
past  three  years.  We believe that it can offset inflationary increases in the
cost  of  labor  by  increasing  sales  and  improving  operating  efficiencies.

Liquidity  and  Capital  Resources.

          Cash  flows  generated  by  operations were a negative $33,834 for the
year  ended  December  31,  2001 as compared with a positive $43,464 in the same
period  in  2000.  Negative  cash  flows  from  operation in 2001 were primarily
attributable  to  our loss from operations, partially offset by the $14,950 from
common  stock  issued  for  services. Positive cash flows in 2000 were primarily
attributable  to  the  sale of our remaining inventory and issuance of stock for
services  partially offset by the net loss for the year ended December 31, 2000.

          Cash  flows generated from financing activities were $324 for the year
ended  December  31,  2001  as  compared  with  $3,530  cash  used  in financing
activities  over  the  same  period  in  2000.  This  cash  provided in 2001 was
attributable  to  $324  in  additions on stockholder loans to Duane Bennett, our
President,  for the period. Mr. Bennett's stockholder loan balance was $7,520 at
December  31,  2001.

          During  the  year  ended  December  31,  2000, the Company completed a
private  offering  of  its  common  stock  whereby  it sold 244,500 to unrelated
accredited  investors for $117,250. The offering was made pursuant to Regulation
D,  Rule  506  and  was  believed  to  be  exempt  from  registration.

          During  the  year  ended  December 31, 2000, we received an additional
$10,000  from  Duane Bennett, our President for expenses relating to preparation
of  our  Form  SB-2  registration statement. The loan is due on demand and bears
interest  at  6%.  The  loan  has been partially repaid and carries a balance of
$7,520  as  of  the  date  of  this report, which includes principal and accrued
interest.






          Overall, we have funded our cash needs from inception through December
31,  2001  with  a  series of debt and equity transactions, primarily with Duane
Bennett,  our  President  and  majority stockholder. If we are unable to receive
additional  cash from our majority stockholder, we may need to rely on financing
from  outside  sources  through  debt  or equity transactions.  Our president is
under  no  legal  obligation  to  provide  us with capital infusions. Failure to
obtain  such  financing  could  have a material adverse effect on operations and
financial  condition.

          We  had  cash  on  hand of $11,219 and working capital of $8,919 as of
December  31,  2001. As of December 31, 2000, we had cash on hand of $44,729 and
working  capital  of  $53,633.  We  will  substantially rely on the existence of
revenue from our land development and consulting businesses; however, we have no
current or projected revenues or capital reserves that will sustain our business
for  the next 12 months.  If the projected revenues fall short of needed capital
we  will  not be able to sustain our capital needs for more than six months.  We
will  then need to obtain additional capital through equity or debt financing to
sustain  operations  for  an  additional  year.  A  lack of significant revenues
beginning  in the first half of 2001 will significantly affect our cash position
and  move  us  towards  a position where the raising of additional funds through
equity  or  debt  financing  will  be necessary. Our current level of operations
would  require  capital  of  approximately $150,000 to sustain operation through
year  2002  and approximately $200,000 per year thereafter. Modifications to our
business  plans  or  additional  property  acquisitions  may  require additional
capital  for  us  to  operate. There can be no assurance that additional capital
will  be  available  to  us  when  needed or available on terms favorable to the
Company.

          On  a  long-term  basis,  liquidity  is  dependent on continuation and
expansion  of  operations,  receipt  of  revenues,  and  additional infusions of
capital and debt financing.  We are considering additional land acquisitions and
development during the first half of 2002.  Our current capital and revenues are
insufficient  to  fund  such  development.  If  we  choose  to  launch  such  a
development campaign, we will require substantially more capital.  If necessary,
we  will  raise  this  capital  through an additional stock offering.  The funds
raised from this offering will be used to acquire and develop additional parcels
as  well as expand operations and contribute to working capital.  However, there
can  be  no  assurance  that we will be able to obtain additional equity or debt
financing  in  the  future,  if  at  all.  If  we are unable to raise additional
capital,  our  growth  potential  will be adversely affected and we will have to
significantly  modify  our  plans. For example, if we unable to raise sufficient
capital  to  develop  our  business  plan,  we  may  need  to:
     Seek  properties that are less in value or that may be projected to be less
profitable
     Seek additional building consulting projects, which are less capital
intensive, in lieu of contract projects, or
     Seek properties that are outside our immediate area, which may offer
greater leveraging of the property's value.




          Demand  for  the  our  land parcels and services will be dependent on,
among  other things, market acceptance of our properties, the real estate market
in  general,  and  general  economic  conditions,  which are cyclical in nature.
Inasmuch  as  a  major portion of our activities is the receipt of revenues from
the sales of our land parcels, our business operations may be adversely affected
by  our  competitors  and  prolonged  recession  periods.

     Our  success will be dependent upon implementing our plan of operations and
the  risks associated with our business plans. We operate a land development and
resale  business  in  the  Charlotte,  North Carolina area. We also provide land
development consulting services to various unrelated developers and builders. We
plan  to  strengthen  our  position  in  these  markets.  We  plan to expand our
operations  through  our  acquisition  and/or  development  of  land  parcels.

Going  Concern.

As  indicated  in our accompanying financial statement, our independent auditors
have  expressed  doubt  as  to  whether  we can continue as a going concern. The
ability of the Company to continue as a going concern is dependent on developing
operations,  increasing  revenues  and  obtaining  new  capital.  Management has
enacted  the  following  plan:  (1)  seek capital raising partners to assist the
Company  in  its short-term and long-term capital needs. This may include equity
debt  financing  and  a  follow-on  stock offering, and (2) seek strategic joint
venture  relationships  to  assist  in increasing revenues and cash flow for the
Company.


Item  7.  Financial  Statements

                                    CONTENTS
===============================================================
INDEPENDENT AUDITORS' REPORT

BALANCE SHEET

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS
===============================================================




                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors
Xenicent, Inc.
18 Brookmont Drive
Wilbraham, Massachusetts 01095

We  have audited the accompanying balance sheet of Xenicent, Inc. as of December
31,  2001  and  the  related statements of operations, stockholders' equity, and
cash  flows  for  the  years  ended  December 31, 2001 and 2000. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with 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 from material misstatement. An audit includes examining, on
a  test  basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Xenicent, Inc. as of December
31,  2001,  and  the  results of its operations and its cash flows for the years
ended  December  31,  2001  and  2000  in  conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses  and  has  yet  to generate an internal cash flow that raises substantial
doubt  about  its  ability to continue as a going concern. Management's plans in
regard to these matters are described in Note B. The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

Perrella & Associates, P.A.
Pompano Beach, Florida
January 22, 2002

<PAGE>
<TABLE>
<CAPTION>

                                 XENICENT, INC.
                                  BALANCE SHEET
                               AT DECEMBER 31, 2001



ASSETS
-----------------------------------------------------------------
<S>                                                                <C>
CURRENT ASSETS
-----------------------------------------------------------------
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . .  $  11,219
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . .      2,500
    TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . .     13,719

PROPERTY AND EQUIPMENT
-----------------------------------------------------------------
  Furniture and office equipment. . . . . . . . . . . . . . . . .      6,800
  Accumulated depreciation. . . . . . . . . . . . . . . . . . . .     (4,080)
     Net property and equipment . . . . . . . . . . . . . . . . .      2,720
                                                                   ----------

    TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .  $  16,439
                                                                   ==========

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

CURRENT LIABILITIES
-----------------------------------------------------------------
  Loan from stockholder . . . . . . . . . . . . . . . . . . . . .  $   7,520
    TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . .      7,520

STOCKHOLDERS' EQUITY
-----------------------------------------------------------------
  Preferred stock ($.001 par value, 5,000,000 shares authorized:
   none issued and outstanding) . . . . . . . . . . . . . . . . .        -0-
  Common stock ($.001 par value, 50,000,000 shares authorized:
   8,845,000 issued and outstanding). . . . . . . . . . . . . . .      8,845
  Additional paid-in-capital. . . . . . . . . . . . . . . . . . .    483,397
  Retained deficit. . . . . . . . . . . . . . . . . . . . . . . .   (483,323)
    TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . .      8,919

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . .  $  16,439
                                                                   ==========
</TABLE>








    The accompanying notes are an integral part of these financial statements




<TABLE>
<CAPTION>


                                 XENICENT, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



<S>                                       <C>          <C>
                                                2001         2000
REVENUES AND COST OF SALES:
----------------------------------------
  Land sale. . . . . . . . . . . . . . .  $      -0-   $  322,974
  Consulting services, land development.      19,699          -0-
  Cost of land sale. . . . . . . . . . .         -0-     (253,260)
    Gross Profit . . . . . . . . . . . .      19,699       69,714
                                                       -----------

OPERATING EXPENSES:
----------------------------------------
  Selling, general and administartive. .      77,782      461,509
    TOTAL EXPENSES . . . . . . . . . . .      77,782      461,509

      OPERATING LOSS . . . . . . . . . .     (58,083)    (391,795)
                                         ------------  -----------
OTHER (EXPENSE):
----------------------------------------
  Interest expense . . . . . . . . . . .      (1,581)      (1,365)
    TOTAL OTHER (EXPENSE). . . . . . . .      (1,581)      (1,365)
                                          -----------  -----------

      (LOSS) BEFORE TAXES. . . . . . . .     (59,664)    (393,160)

      INCOME TAX BENEFIT . . . . . . . .         -0-       12,700

      NET (LOSS) . . . . . . . . . . . .  $  (59,664)  $ (380,460)
                                          ===========  ===========
  Net (loss) per common share
  Basic & fully diluted. . . . . . . . .  $    (0.01)  $    (0.05)
                                          ===========  ===========
  Weighted average common
  shares outstanding . . . . . . . . . .   8,833,083    8,354,875
                                          ===========   ==========
</TABLE>












    The accompanying notes are an integral part of these financial statements


<TABLE>
<CAPTION>


                                     XENICENT, INC.
                            STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<S>                                      <C>         <C>          <C>         <C>
                                           Common    Additional
                                           Common       Stock      Paid-in     Retained
Shares                                   $.001 Par     Capital    (Deficit)
                                        ------------------------------------------------
Balances, December 31, 1999 . . . . . .   8,000,000        8,000     117,042    (43,199)

Issuances of common stock for services.     587,500          587     234,413        -0-

Issuances of common stock under private
Regulation D offering . . . . . . . . .     244,500          245     117,005        -0-

Net loss for year . . . . . . . . . . .         -0-          -0-         -0-   (380,460)

Balances, December 31, 2000 . . . . . .   8,832,000        8,832     468,460   (423,659)
                                       -------------------------------------------------
Stock issued for services received. . .      13,000           13      14,937        -0-

Net loss for year . . . . . . . . . . .         -0-          -0-         -0-    (59,664)

Balances, December 31, 2001 . . . . . .   8,845,000  $     8,845  $  483,397  $(483,323)
                                         ===============================================
</TABLE>
























    The accompanying notes are an integral part of these financial statements


<TABLE>
<CAPTION>


                                 XENICENT, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                            2001          2000
<S>                                                 <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
--------------------------------------------------
  Net loss . . . . . . . . . . . . . . . . . . . .  $(59,664)  $(380,460)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation . . . . . . . . . . . . . . . . .       680         680
    Common stock issued for services . . . . . . .    14,950     235,000
    (Increase) decrease in operating assets:
      Prepaid expenses . . . . . . . . . . . . . .    (2,500)        -0-
      Inventories. . . . . . . . . . . . . . . . .       -0-     216,488
      Recoverable income taxes . . . . . . . . . .    12,700     (12,700)
    Increase (decrease) in operating liabilities:
      Income taxes payable . . . . . . . . . . . .       -0-     (15,544)

      NET CASH USED IN OPERATING ACTIVITIES. . . .   (33,834)     43,464
                                                  -----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
--------------------------------------------------
  Proceeds from sales of common stock. . . . . . .       -0-     117,250
  Proceeds from and additions to stockholder loans       324      11,296
  Repayments of stockholder loans. . . . . . . . .       -0-    (132,076)

      NET CASH PROVIDED BY
      FINANCING ACTIVITIES . . . . . . . . . . . .       324      (3,530)
                                                   ----------  ----------
      NET INCREASE (DECREASE) IN
      CASH AND CASH EQUIVALENTS. . . . . . . . . .   (33,510)     39,934
                                                    ---------  ----------
CASH AND CASH EQUIVALENTS:
--------------------------------------------------
      Beginning of year. . . . . . . . . . . . . .    44,729       4,795
                                                    --------   ----------
      End of year. . . . . . . . . . . . . . . . .  $ 11,219   $  44,729
                                                    =========  ==========
</TABLE>












    The accompanying notes are an integral part of these financial statements

                                 XENICENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                      ====================================

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Business  Activity  -  Xenicent  Co., Inc. (the Company) was organized under the
------------------
laws  of  the State of North Carolina on July 20, 1996 under the name Great Land
Development. On November 8, 2000, the Company changed its name to Xenicent, Inc.

The  Company  provides  land  development  and  consulting services primarily to
construction  contractors  and  investors  in  and  around  the Charlotte, North
Carolina area. The Company's contracts are performed primarily under fixed price
contracts.  The contracts vary in completion time from six months to twenty-four
months.

Cash  and  Cash  Equivalents  - For purposes of the Statement of Cash Flows, the
----------------------------
Company  considers  liquid investments with an original maturity of three months
or  less  to  be  cash  equivalents.

Management's  Use  of  Estimates  -  The  preparation of financial statements in
--------------------------------
conformity  with  accounting  principles generally accepted in the United States
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities,  disclosures  of  contingent  assets  and
liabilities  at  the  date  of  financial statements and the reported amounts of
revenues  and  expenses during the reporting period. Actual results could differ
from  those  estimates.

Revenue  Recognition-  Revenue  is  recognized  when  land  parcels  are  sold.
--------------------
Consulting  and  engineering  related  service  revenue is recorded when earned,
provided  collection of the related receivable is reasonably likely. The Company
performs  ongoing  credit  evaluations  of  its  customers.

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards
---------------------------
Board  Statement  of  Financial  Accounting  Standards  No.  130,  "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of  comprehensive  income  and its components in the financial statements. There
were  no  items  of comprehensive income (loss) applicable to the Company during
the  period  covered  in  the  financial  statements.









                                 XENICENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                      ====================================

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT.)
-------------------------------------------------------------------

Earnings  per  Share  - Statement of Financial Accounting Standard (SFAS) No.128
--------------------
requires dual presentation of basic and diluted EPS with a reconciliation of the
numerator  and  denominator  of  the  EPS computations. Basic earnings per share
amounts are based on the weighted average shares of common stock outstanding. If
applicable, diluted earnings per share would assume the conversion, exercise, or
issuance of all potential common stock instruments such as options, warrants and
convertible  securities,  unless  the  effect  is  to  reduce a loss or increase
earnings  per  share.  Accordingly,  this  presentation has been adopted for the
years  presented.  There  were no adjustments required to net loss for the years
presented  in  the  computation  of  diluted  earnings  per  share.

Advertising  Costs  -  Advertising  costs  are  expensed  as  incurred.
------------------

Income  Taxes  -  Income  taxes  are  provided  in  accordance with Statement of
-------------
Financial  Accounting  Standards  No. 109 (SFAS No. 109), "Accounting for Income
Taxes."  A  deferred  tax  asset  or  liability  is  recorded  for all temporary
differences  between  financial  and  tax  reporting  and  net  operating
loss-carryforwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for  the  effect  of  changes  in  tax  laws and rates on the date of enactment.

NOTE  B  -  GOING  CONCERN
--------------------------

As  shown in the accompanying consolidated financial statements, the Company has
incurred  losses  from  operations  and has limited cash that raises substantial
doubt  as to whether the Company can continue as a going concern. The ability of
the  Company  to  continue  as  a  going  concern  is  dependent  on  developing
operations,  increasing  revenues  and  obtaining  new  capital.  Management has
enacted  the  following  plan:  (1)  seek capital raising partners to assist the
Company  in  its short-term and long-term capital needs. This may include equity
debt  financing  and  a  follow-on  stock offering, and (2) seek strategic joint
venture  relationships  to  assist  in increasing revenues and cash flow for the
Company.







                                 XENICENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                      ====================================

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

In  July  2001,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards (SFAS) No.143, "Accounting for Asset Retirement
Obligations"  which  addresses  the  accounting  and  reporting  for obligations
associated  with the retirement of tangible long-lived assets and the associated
retirement  costs.  SFAS No. 143 requires that the fair value of a liability for
an  asset  retirement  obligation  be  recognized  in  the period in which it is
incurred  if a reasonable estimate of fair value cannot be made. SFAS No. 143 is
effective  for financial statements issued for fiscal years beginning after June
15,  2002. The Company does not expect SFAS No. 143 to have a material effect on
its  financial  condition  or  cash  flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 generally establishes a standard
framework which to measure impairment of long-lived assets and expands the
Accounting Principles Board ("APB") 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions" to include a
component of the entity (rather than a segment of the business). SFAF No. 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The Company does not expect SFAS No. 144 to have a material
effect on its financial condition and cash flows.

NOTE D - SUPPLEMENTAL CASH FLOW INFORMATION
-------------------------------------------

Supplemental disclosures of cash flow information for years ended December 31,
2001 and 2000 are summarized as follows:

Cash paid during the years for:

                                           2001             2000
                                           ----             ----
     Income Taxes                      $    -0-          $15,544
                                       ========          =======
     Interest                          $1,581            $    69
                                       ========          =======


NOTE  E  -  STOCKHOLDER  LOAN  PAYABLE
--------------------------------------

The  loan  payable  to stockholder at December 31, 2001 consists of an unsecured
note payable to the Company's president and majority stockholder. The note bears
interest  at  a  rate  of 6% and is due on demand. All interest has been paid in
full.


                                 XENICENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                      ====================================

NOTE F - INCOME TAXES
---------------------

The  Company has approximately $60,000 of federal and state net operating losses
that  expire  in  various  years  through  the  year  2016.

Due  to  operating  losses,  there  is no provision for current federal or state
income  taxes  for  the  years  ended  December  31,  2001  and  2000.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amount  used  for  federal  and  state  income tax purposes.

The Company's deferred tax asset at December 31, 2001 consists of net operating
loss carryforwards calculated using federal and state effective tax rates.
Because of the Company's lack of earnings history, the deferred tax asset has
been fully offset by a valuation allowance. The valuation allowance increased by
approximately $23,000 and $1,000 for the years ended December 31, 2001 and 2000,
respectively.

The Company's net deferred tax asset as of December 31, 2001 is as follows:

     Net operating loss carryforwards          $   60,000
     Valuation allowance                          (60,000)
                                              ------------

     Net deferred tax asset                    $      --
                                               ===========

The reconciliation of income taxes computed at the federal statutory income tax
rate to total income taxes for the years ended December 31, 2001 and 2000 is as
follows:

                                                            2001          2000
                                                            ----          ----
     Income tax computed at the federal statutory rate       34%           34%
     State income taxes, net of federal tax benefit           6%            6%
                                                            -----         ----
     Valuation allowance                                    (40%)         (40%)
                                                            -----         ----
Total deferred tax asset                                      0%            0%
                                                            =====          =====









                                 XENICENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                      ====================================

NOTEG  -  EQUITY
----------------

During  2000,  the  Company  registered  its  common  stock  with Securities and
Exchange  Commission  and  applied  with the appropriate regulatory agencies for
listing  on the Over-the-Counter Bulletin Board. In connection with this action,
the  Company  issued  587,500  shares  of  common  stock for consulting services
associated  with  the  process. The stock was deemed to have a value of $.40 per
share,  or  an  aggregate  value  of  $235,000.

Also  during  2000,  the  Company  issued  244,500 shares of its common stock to
various  accredited  investors  under  Rule 506 of Regulation D between $.40 and
$.50  per share. The aggregate value of the offering and proceeds to the Company
were  $117,250.

During the year ended December 31, 2001, the Company issued 13,000 shares of its
common  stock to unrelated entities for advertising services received. The stock
was  valued  at  the  market  price  at the time of issuance, or $1.15 per share
yielding an aggregate value of $14,950. All amounts were included under selling,
general  and  administrative  expenses in the accompanying financial statements.

NOTE H - RELATED PARTY TRANSACTIONS
-----------------------------------

During  the  year ended December 31, 2000, the Company entered into an agreement
with  ABC  Realty, Inc., a Company majority owned by the Company's President, to
provide  management services for the Company for the Year 2000. The Company paid
ABC Realty, Inc. approximately $102,000 during the year 2000 for these services.
The  Company  has  allocated  $9,689  of this amount to services attributable to
selling  improved  land  on  behalf  of the Company. Accordingly, this amount is
included  under  cost  of  sales  in  the accompanying financial statements. The
remainder,  or  $92,577,  is  included under selling, general and administrative
expenses  in  the  accompanying  financial  statements.

NOTE I - LAND SALE
------------------

During the year ended December 31, 2000, the Company had one major customer that
constituted  all  of  its  $322,974  in  revenues.









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

None.

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

Directors and Executive Officers.
     Our Bylaws provide that we must have at least 1 director.  Each director
will serve until our next annual shareholder meeting, to be held sixty days
after the close of the fiscal year, or until a successor is elected who accepts
the position.  Directors are elected for one-year terms.  Our officers may be
elected by our Board of Directors at any regular or special meeting of the Board
of Directors.

Vacancies may be filled by a majority vote of the remaining directors then in
office.  Our directors and executive officers are as follows:

Name              Age     Position
------------------------------------------------
Duane Bennett     42      President and Director
-------------     --     ----------------------

     Duane  Bennett has been our President and a Director since our inception in
July  1996.  Mr.  Bennett  will  serve  as  a  director  until  our  next annual
shareholder  meeting,  or until a successor is elected who accepts the position.

     Mr. Bennett's experience in the real estate industry and otherwise over the
last  ten  years  has  consisted  of  the  following:

     From  1997  to  2001,  Mr. Bennett was the sole owner, president, and chief
executive  officer of ABC Realty, Inc., a licensed real estate brokerage company
in  the  business  of  buying  and  selling  residential  properties  within the
Charlotte, North Carolina area. ABC Realty was incorporated in North Carolina on
February  12,  1997.  ABC  Realty  had  no activity during 1997 and 1998 and had
profits  of  $19,451  and $65,105 in 1999 and 2000, respectively. ABC Realty has
had  no  employees,  other  than  Mr.  Bennett,  since  its  inception.

From 1999 to 2000, Mr. Bennett was the sole owner, president, and chief
executive officer of Internet Funding Corp., which was incorporated in North
Carolina on September 14, 1999.  Internet Funding sought to develop the
operations of and arrange capital financing for development stage Internet
companies within the Charlotte, North Carolina area.  Internet Funding failed to
locate any companies that needed its services and had no revenues or operations.
Internet Funding had no employees other than Mr. Bennett.

     From  1991 until 1995, Mr. Bennett was also the chief executive officer and
president  of  Bennett  International Businesses, a sole proprietorship owned by
Mr.  Bennett  and  based  in  Charlotte,  North Carolina.  Bennett International
Businesses  explored investment opportunities in China, Mexico, South Africa and
Chile.  Bennett  International  Businesses  failed  to  locate  any  investment
opportunities and had no revenues or material operations.  Bennett International
Businesses  had  no  other  employees  other  than  Mr.  Bennett.

     From 1995 to 1996, Mr. Bennett also operated Premier Builders and
Developers in Charlotte, North Carolina.  Premier Builders was incorporated in
North Carolina on January 1, 1995.  This company developed land within the
Charlotte, North Carolina area.  Premier Builders and Developers had no revenues
for 1995 and 1996 and had expenses and related losses of $21,605 and $14,935,
respectively.

Significant  Employees.
     Other  than  Mr.  Duane  Bennett,  we  have  no  significant  employees.

Family  Relationships.
     None.

Legal  Proceedings.
     No  officer,  director,  or  persons  nominated  for  such positions and no
promoter  or  significant  employee  of  our  Company has been involved in legal
proceedings  that  would  be  material  to  an  evaluation  of  our  management.

There  are  no arrangements or understandings pursuant to which any were elected
as  officers.

Item  10.  Executive  Compensation

None  of our directors or officers have received any compensation from Xenicent,
including  salary,  stock,  stock  options, or otherwise, and no compensation is
accruing.  There are no arrangements or agreements for employment, compensation,
or  change  in  control  that exist with the Xenicent for either our officers or
directors.  All  other  individuals  who  provide  services  for  Xenicent  are
considered  independent contractors, and it is anticipated that this arrangement
will  continue  for  the  foreseeable  future.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

The  following  tables  set  forth  the  ownership, as of March 29, 2002, of our
common  stock  (a) by each person known by us to be the beneficial owner of more
than  5%  of  our outstanding common stock, and (b) by each of our directors, by
all  executive  officers  and  our  directors  as  a  group.  To the best of our
knowledge,  all persons named have sole voting and investment power with respect
to  such  shares,  except  as  otherwise  noted.

<TABLE>
<CAPTION>


Security  Ownership  of  Certain  Beneficial  Owners  (1)  (2)


<S>                   <C>                   <C>           <C>        <C>
                      Nature of             Current %
Title of Class . . .  Name and Address       # of Shares  Ownership  Owned
--------------------  --------------------  ------------  ---------  ------
                      Duane Bennett
                      18 Brookmont Drive
Common . . . . . . .  Wilbraham, MA  01095     2,000,000  Direct      22.6%
--------------------  --------------------  ------------  ---------  ------
                      Duane Bennett
                      18 Brookmont Drive
Common . . . . . . .  Wilbraham, MA 01095      4,000,000  Indirect    45.3%
--------------------  --------------------  ------------  ---------  ------
                      Sharon Bennett
                      18 Brookmont Drive
Common . . . . . . .  Wilbraham, MA 01095      2,000,000  Direct      22.6%
--------------------  --------------------  ------------  ---------  ------
</TABLE>



<TABLE>
<CAPTION>


Security Ownership of Officers and Directors (2) .


<S>             <C>                                        <C>           <C>        <C>
                Nature of                                  Current %
Title of Class  Name and Address                            # of Shares  Ownership  Owned
--------------  -----------------------------------------  ------------  ---------  ------
Common . . . .  Duane Bennett                                 2,000,000  Direct     22.6 %
--------------  -----------------------------------------  ------------  ---------  ------
Common . . . .  Duane Bennett                                 4,000,000  Indirect    45.3%
--------------  -----------------------------------------  ------------  ---------  ------
Common . . . .  All Officers and Directors as a Group (2)     6,000,000  Direct      67.9%
--------------  -----------------------------------------  ------------  ---------  ------
</TABLE>



Changes  in  Control.
     There are currently no arrangements, which would result in a change in our
control.

(1)  Pursuant  to  Rule  13-d-3  under  the  Securities Exchange Act of 1934, as
amended,  beneficial  ownership  of a security consists of sole or shared voting
power  (including  the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect  to  a  security whether through a contract, arrangement, understanding,
relationship  or  otherwise.  In  addition  to  the 2,000,000 shares which Duane
Bennett  owns  in  his  own name, Mr. Bennett also has the voting power over the
shares  of  stock issued in the names of his children as follows:  Adam Bennett,
1,000,000  shares;  Emily  Bennett,  1,000,000 shares; Nellie Bennett, 1,000,000
shares;  and  Mary  Bennett, 1,000,000 shares.  Unless otherwise indicated, each
person  indicated  above  has  sole  power  to  vote,  or  dispose or direct the
disposition  of  all  shares  beneficially  owned.  We  are  unaware  of  any
shareholders  whose  voting  rights  would  be  affected by unity property laws.






Item 12. Certain relationships and Related Transactions

     On July 20, 1996 we issued 100 shares of our common stock to Duane Bennett,
our  president  in  exchange  for  $20,000.  Although  this  transaction was not
negotiated at arms length, we believe that this translation was as fair as if it
had  been  negotiated  with  a  third  party.

      On June 30, 2000, we declared a forward stock split in the form of a stock
dividend  in  the  ratio of 80,000 for 1.  As a result, Mr. Bennett's 100 shares
were  exchanged  for  8,000,000 of our common shares.  Although this transaction
was  not negotiated at arms length, we believe that this translation was as fair
as  if  it  had  been  negotiated  with  a  third  party.

     On  about  February  15,  1998,  we  borrowed  a total of $191,449 from Mr.
Bennett in order to purchase a parcel of property in North Carolina from a third
party.  The promissory note was unsecured, due on demand and carried an interest
rate  of  6%  per annum.  On February 10, 2000, we repaid Mr. Bennett a total of
127,976,  which  reflected the unpaid principal balance of the loan plus accrued
interest.  The  loan  was  repaid using the proceeds of a sale of the underlying
property.  Although  this  transaction  was  not  negotiated  at arms length, we
believe  the  translator  was  as fair as if it had been negotiated with a third
party.

     On  about  February  10,  2000,  we  borrowed  $10,000 from Mr. Bennett for
working capital.  The promissory note is unsecured, due on demand and carries an
interest  rate  of  6%  per  annum.  This  loan  has been partially repaid and a
balance  of  $7,196  remains  as  of the date of this prospectus.  Although this
transaction  was not negotiated at arms length, we believe that this translation
was  as  fair  as  if  it  had  been  negotiated  with  a  third  party.

     On  June  7,  2000,  we  entered  into a Consulting Services Agreement with
Greentree Financial Services, Corp.  Under the terms of the agreement, Greentree
Financial  Services,  Corp.  has  agreed to use its best efforts to assist us in
having  our common stock publicly traded.  In exchange for its services, we have
agreed  to pay Greentree Financial Services Corp., $36,475 and 512,500 shares of
restricted  stock.  Greentree  Financial  Services  Corp.  is  owned  by Michael
Bongiovanni and Robert C. Cottone. Mr. Bongiovanni and Mr. Cottone have no other
relationship  to  our officers or directors and have never received or intend to
receive  any  compensation  other  than  the  compensation  described.

     In  February  of  2000, we entered into a written agreement with ABC Realty
Company,  a  licensed real estate broker that provides management and consulting
services  to  us.  During  2000 we paid a total of approximately $102,266 to ABC
Realty  for  managerial  and consulting services. ABC Realty did not provide any
management  and consulting services prior to 2000 and is not currently providing
us  with any services.  Our President, Mr. Bennett owns 100% of the common stock
of ABC Realty.  We do not currently have an agreement with ABC Realty to provide
any future services to us.  Although this transaction was not negotiated at arms
length,  we  believe  that  this  translation  was  as  fair  as  if it had been
negotiated  with  a  third  party.

Item  13.  Exhibits  and  Reports  on  Form  8-K

     (a)  Financial  Statements
1.  The following financial statements of Xenicent are included in Part II, Item
7:
Independent Auditors' Report                         31
Balance Sheet - December 31, 2001                    32
Statements of Operations - Years Ended
     December 31, 2001 and 2000                      33
Statements of Cash Flows - Years Ended
     December 31, 2001 and 2000                      34
Statements of Stockholders' Equity - Years Ended
     December 31, 2001 and 2000                      35
Notes to Financial Statements                     36-42

          2. Exhibits
3. Articles of Incorporation as amended and bylaws are incorporated by reference
to  Exhibit  No.  1  of  Form  SB-2  as  amended  filed  July  2001.

23. Consent of Auditors

(b) Reports on Form 8-K
None.













                             SIGNATURE PAGE FOLLOWS
                             ----------------------





                                   SIGNATURES
                                   ----------

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
hereunto  duly  authorized.

                                   XENICENT, INC.
                                   --------------

Date: March 31, 2002     By: /s/ Duane Bennett
                         ---------------------
                                 Duane Bennett
                                 President and Director