<PAGE>   1
Commission File No. 000-25489

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended: December 31, 2000

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                     For the Transition Period From __ to __

                            BAHAMAS ENTERPRISES, INC.
                       -----------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


              NEVADA                                         88-0409159
   -------------------------------                           -------------
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                         Identification No.)

 2980 S. Rainbow Boulevard, Suite 108
            Las Vegas, Nevada                                     89102
-----------------------------------------                       ---------
(Address of principal executive offices)                        (Zip code)

Issuer's telephone number: (702) 248-1047

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

                                      none

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

                               $.001 Common Stock
                               ------------------
                                (Title of Class)

         Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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 disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to this
Form 10-K. [X]

         As of December 31, 2000, there were 2,100,000 shares of the
registrant's Common Stock, $.001 par value, outstanding.

<PAGE>   2



         The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant is $-0-.

         State the registrant's revenues for the December 31, 2000
fiscal year: $-0-.




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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page
<S>      <C>                                                                                                   <C>
Item 1.  Description of Business........................................................................        4

Item 2.  Description of Property........................................................................       15

Item 3.  Legal Proceedings..............................................................................       15

Item 4.  Submission of Matter to Vote of Security Holders...............................................       15

Item 5.  Market for Common Registrant Equity and Related Stockholder Matter.............................       15

Item 6.  Management's Discussion and Analysis or Plan of Operation......................................       18

Item 7.  Financial Statements...........................................................................       19

Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...........       20

Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
         of the Exchange Act............................................................................       20

Item 10. Executive Compensation.........................................................................       22

Item 11. Security Ownership of Certain Beneficial Owners and Management.................................       23

Item 12. Certain Relationships and Related Transactions.................................................       24

Item 13. Exhibits and Reports on Form 8-K...............................................................       24

         Signature......................................................................................       25
</TABLE>

                                       3.

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Item 1. Description of Business.

Introduction

                  Bahamas Enterprises, Inc. (the "Company") was incorporated on
July 10, 1996, under the laws of the State of Nevada. The Company has been in
the developmental stage since inception and has no operations to date. Other
than issuing shares to its original shareholders, the Company never commenced
any operational activities. As such, the Company can be defined as a "shell"
company, whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity. The Board of Directors of the Company has
elected to commence implementation of the Company's principal business purpose
described below. The proposed business activities described herein may classify
the Company as a "blank check" company.

                  The Company became a reporting company on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.

                  In addition, the Company became a reporting company to enhance
investor protection and to provide information if a trading market commences. On
December 11, 1997, the National Association of Securities Dealers, Inc. (NASD)
announced that its Board of Governors had approved a series of proposed changes
for the Over The Counter ("OTC") Bulletin Board and the OTC market. The
principal changes, which was approved by the Securities and Exchange Commission
on or about January 5, 1999, allows only those companies that report their
current financial information to the Securities and Exchange Commission,
banking, or insurance regulators to be quoted on the OTC Bulletin Board.

Risk Factors

     The Company's business is subject to numerous risk factors, including the
following:

1.       No Operating History or Revenue and Minimal Assets.  The
         Company has had no operating history nor any revenues or
         earnings from operations.  The Company has no significant
         assets or financial resources.  The Company will, in all
         likelihood, sustain operating expenses without corresponding
         revenues, at least until the consummation of a business
         combination.  This may result in the Company incurring a net
         operating loss which will increase continuously until the
         Company can consummate a business combination with a
         profitable business opportunity.  There is no assurance that


                                       4.

<PAGE>   5



         the Company can identify such a business opportunity and
         consummate such a business combination.

2.       The Company's Proposed Operations is Speculative.  The
         success of the Company's proposed plan of operation will
         depend to a great extent on the operations, financial
         condition and management of the identified business
         opportunity.  While management intends to seek business
         combination(s) with entities having established operating
         histories, there can be no assurance that the Company will
         be successful in locating candidates meeting such criteria.
         In the event the Company completes a business combination,
         of which there can be no assurance, the success of the
         Company's operations may be dependent upon management of the
         successor firm or venture partner firm and numerous other
         factors beyond the Company's control.

3.       Scarcity of and Competition for Business Opportunities and
         Combinations.  The Company is and will continue to be an
         insignificant participant in the business of seeking mergers
         with, joint ventures with and acquisitions of small private
         and public entities.  A large number of established and
         well-financed entities, including venture capital firms, are
         active in mergers and acquisitions of companies which may be
         desirable target candidates for the Company.  Nearly all
         such entities have significantly greater financial
         resources, technical expertise and managerial capabilities
         than the Company and, consequently, the Company will be at a
         competitive disadvantage in identifying possible business
         opportunities and successfully completing a business
         combination.  Moreover, the Company will also compete in
         seeking merger or acquisition candidates with numerous other
         small public companies.

4.       The Company has No Agreement for a Business Combination or
         Other Transaction - No Standards for Business Combination.
         The Company has no arrangement, agreement or understanding
         with respect to engaging in a merger with, joint venture
         with or acquisition of, a private or  public entity.  There
         can be no assurance the Company will be successful in
         identifying and evaluating suitable business opportunities
         or in concluding a business combination.  Management has not
         identified any particular industry or specific business
         within an industry for evaluation by the Company. There is
         no assurance the Company will be able to negotiate a
         business combination on terms favorable to the Company.  The
         Company has not established a specific length of operating
         history or a specified level of earnings, assets, net worth
         or other criteria which it will require a target business
         opportunity to have achieved, and without which the Company
         would not consider a business combination in any form with
         such business opportunity.  Accordingly, the Company may


                                       5.

<PAGE>   6



         enter into a business combination with a business opportunity having no
         significant operating history, losses, limited or no potential for
         earnings, limited assets, negative net worth or other negative
         characteristics.

5.       Continued Management Control, Limited Time Availability.
         While seeking a business combination, management anticipates
         devoting up to ten hours per month to the business of the
         Company.  None of the Company's officers has entered into a
         written employment agreement with the Company and none is
         expected to do so in the foreseeable future.  The Company
         has not obtained key man life insurance on any of its
         officers or directors. Notwithstanding the combined limited
         experience and time commitment of management, loss of the
         services of any of these individuals would adversely affect
         development of the Company's business and its likelihood of
         continuing operations.

6.       There May Be Conflicts of Interest.   Officers and directors
         of the Company may in the future participate in business
         ventures which could be deemed to compete directly with the
         Company. Additional conflicts of interest and non-arms
         length transactions may also arise in the future in the
         event the Company's officers or directors are involved in
         the management of any firm with which the Company transacts
         business.  Management has adopted a policy that the Company
         will not seek a merger with, or acquisition of, any entity
         in which management serve as officers, directors or
         partners, or in which they or their family members own or
         hold any ownership interest.

7.       Reporting Requirements May Delay or Preclude Acquisitions.
         Sections 13 and 5(d) of the Securities Exchange Act of 1934
         (the "1934 Act"), require companies subject thereto to
         provide certain information about significant acquisitions,
         including certified financial statements for the company
         acquired, covering one, two, or three years, depending on
         the relative size of the acquisition.  The time and
         additional costs that may be incurred by some target
         entities to prepare such statements may significantly delay
         or essentially preclude consummation of an otherwise
         desirable acquisition by the Company. Acquisition prospects
         that do not have or are unable to obtain the required
         audited statements may not be appropriate for acquisition so
         long as the reporting requirements of the 1934 Act are
         applicable.

8.       Lack of Market Research or Marketing Organization.  The
         Company has neither conducted, nor have others made
         available to it, results of market research indicating that
         market demand exists  for the transactions contemplated by
         the Company.  Moreover,  the Company does not have, and does


                                       6.

<PAGE>   7



         not plan to establish, a marketing organization. Even in the event
         demand is identified for a merger or acquisition contemplated by the
         Company, there is no assurance the Company will be successful in
         completing any such business combination.

9.       Lack of Diversification.  The Company's proposed operations,
         even if successful, will in all likelihood result in the
         Company engaging in a business combination with a business
         opportunity.  Consequently, the Company's activities may be
         limited to those engaged in by business opportunities which
         the Company merges with or acquires.  The Company's
         inability to diversify its activities into a number of areas
         may subject the Company to economic fluctuations within a
         particular business or industry and therefore increase the
         risks associated with the Company's operations.

10.      Regulation.  Although the Company will be subject to
         regulation under the 1934 Act, management believes the
         Company will not be subject to regulation under the
         Investment Company Act of 1940, insofar as the Company will
         not be engaged in the business of investing or trading in
         securities.  In the event the Company engages in business
         combinations which result in the Company holding passive
         investment interests in a number of entities, the Company
         could be subject to regulation under the Investment Company
         Act of 1940.  In such event, the Company would be required
         to register as an investment company and could be expected
         to incur significant registration and compliance costs. The
         Company has obtained no formal determination from the
         Securities and Exchange Commission as to the status of the
         Company under the Investment Company Act of 1940 and,
         consequently, any violation of such Act would subject the
         Company to material adverse consequences.

11.      Probable Change in Control and  Management.   A business
         combination involving the issuance of the Company's Common
         Shares will, in all likelihood, result in shareholders of a
         private company obtaining a controlling interest in the
         Company.  Any such business combination may require
         management of the Company to sell or transfer all or a
         portion of the Company's Common Shares held by them, or
         resign as members of the Board of Directors of the Company.
         The resulting change in control of the Company could result
         in removal of one or more present officers and directors of
         the Company and a corresponding reduction in or elimination
         of their participation in the future affairs of the Company.

12.      Reduction of Percentage Share Ownership Following Business
         Combination.  The Company's primary plan of operation is
         based upon a business combination with a private concern
         which, in all likelihood, would result in the Company


                                       7.

<PAGE>   8



         issuing securities to shareholders of any such private company. The
         issuance of previously authorized and unissued Common Shares of the
         Company would result in reduction in percentage of shares owned by
         present and prospective shareholders of the Company and may result in a
         change in control or management of the Company.

13.      Disadvantages of Blank Check Offering.  The Company may
         enter into a business combination with an entity that
         desires to establish a public trading market for its shares.
         A business opportunity may attempt to avoid what it deems to
         be adverse consequences of undertaking its own public
         offering by seeking a business combination with the Company.
         Such consequences may include, but are not limited to, time
         delays of the registration process, significant expenses to
         be incurred in such an offering, loss of voting control to
         public shareholders and the inability or unwillingness to
         comply with various federal and state laws enacted for the
         protection of investors.

14.      Taxation.  Federal and state tax consequences will, in all
         likelihood, be major considerations in any business
         combination the Company may undertake.  Currently, such
         transactions may be structured so as to result in tax-free
         treatment to both companies, pursuant to various federal and
         state tax provisions.  The Company intends to structure any
         business combination so as to minimize the federal and state
         tax consequences to both the Company and the target entity;
         however, there can be no assurance that such business
         combination will meet the statutory requirements of a tax-
         free reorganization or that the parties will obtain the
         intended tax-free treatment upon a transfer of stock or
         assets.  A non-qualifying reorganization could result in the
         imposition of both federal and state taxes which may have an
         adverse effect on both parties to the transaction.

15.      Requirement of Audited Financial Statements May Disqualify
         Business Opportunities.  Management of the Company believes
         that any potential business opportunity must provide audited
         financial statements for review, for the protection of all
         parties to the business combination.  One or more attractive
         business opportunities may choose to forego the possibility
         of a business combination with the Company, rather than
         incur the expenses associated with preparing audited
         financial statements.

16.      Dilution.  Any merger or acquisition effected by the Company
         can be expected to have a significant dilutive effect on the
         percentage of shares held by the Company's then
         shareholders.




                                       8.

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17.      No Trading Market.  There is no trading market for the
         Company's common stock at present, and there has been no
         trading market to date.  There is no assurance that a
         trading market will ever develop or, if such market does
         develop, that it will continue.  The Company intends to
         request a broker-dealer to make application to the NASD
         Regulation, Inc. to have the Company's securities traded on
         the OTC Bulletin Board or published in print and electronic
         media, or either, in the National Quotation Bureau LLC "Pink
         Sheet."

Plan of Operation

                  The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.

General Business Plan

                  The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the advantages of a
company who has complied with the 1934 Act. The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is purposefully general and is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
This lack of diversification should be considered a substantial risk to
shareholders of the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.

                  The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other corporate
purposes. The Company may acquire assets and establish wholly owned subsidiaries
in various businesses or acquire existing businesses as subsidiaries.


                                       9.

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                  The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely risky. Due to
general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, management believes that there
are numerous firms seeking the benefits of an Issuer who has complied with the
1934 Act. Such benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

                  The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in an Issuer who has complied with the 1934 Act without
incurring the cost and time required to conduct an initial public offering. The
owners of the business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business opportunity,
including the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and
related reports and documents. The 1934 Act, specifically requires that any
merger or acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial statements to be
included within the numerous filings relevant to complying with the 1934 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
benefits of a merger or acquisition transaction for the owners of a business
opportunity.

                  The Company has made no determination as to whether or not it
will file periodic reports in the event its obligation to file such reports is
suspended under the 1934 Act. Felicia May Nilson, an officer and director of the
Company, has agreed to provide the necessary funds, without interest, for the
Company to comply with the 1934 Act reporting requirements, provided that he is
an officer and director of the Company when the obligation is incurred.

                  The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the Company, none
of whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities which may be


                                       10.

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brought to its attention through present associations of the Company's officers
and directors, or by the Company's shareholders. In analyzing prospective
business opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the public recognition of acceptance of products,
services, or trades; name identification; and other relevant factors. Officers
and directors of the Company expect to meet personally with management and key
personnel of the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

                  Management of the Company, while not especially expe rienced
in matters relating to the new business of the Company, will rely upon their own
efforts in accomplishing the business purposes of the Company. It is not
anticipated that any outside consultants or advisors will be utilized by the
Company to effectuate its business purposes described herein. However, if the
Company does retain such an outside consultant or advisor, any cash fee by such
party will need to be paid by the prospective merger acquisition candidate, as
the Company has no cash assets with which to pay such obligation. There have
been no contracts or agreements with any outside consultants and none are
anticipated in the future.

                  The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other advantages which the Company may offer. However, the Company does
not intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.

                  It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described


                                       11.

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herein. Because the Company has no capital with which to pay these anticipated
expenses, present management of the Company will pay these charges with their
personal funds, as interest free loans to the Company or as capital
contributions. However, if loans, the only opportunity which management has to
have these loans repaid will be from a prospective merger or acquisition
candidate. Management has agreed among themselves that the repayment of any
loans made on behalf of the Company will not impede, or be made conditional in
any manner, to consummation of a proposed transaction.

                  The Company has no plans, proposals, arrangements, or
understanding with respect to the sale or issuance of additional securities
prior to the location of an acquisition or merger candidate.

Acquisition of Opportunities

                  In implementing a structure for a particular business
acquisition, the Company may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another corporation
or entity. It may also acquire stock or assets of an existing business. On the
consummation of a transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the Company. In
addition, the Company's directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of the
Company's shareholders or may sell their stock in the Company. Any terms of sale
of the shares presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar terms and
conditions. Any and all such sales will only be made in compliance with the
securities laws of the United States and any applicable state.

                  It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of its transaction, the Company may agree to
register all or a part of such securities immediately after the transaction is
consummated or at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the surviving entity
after the Company has successfully consummated a merger or acquisition and the
Company is no longer considered a "shell" company. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the value of
the Company's securities in the future, if such a market develops, of which
there is no assurance.



                                       12.

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                  While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a so-called "tax-free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the
"Code"). In order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In such event, the shareholders of the
Company, would retain less than 20% of the issued and outstanding shares of the
surviving entity, which would result in significant dilution in the equity of
such shareholders.

                  As part of the Company's investigation, officers and directors
of the Company will meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.

                  With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of the Company
which the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

                  The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written agreements. Although
the terms of such agreements cannot be predicted, generally such agreements will
require some specific representations and warranties by all of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by each of the parties prior
to and after such closing, will outline the manner of bearing costs, including
costs associated with the Company's attorneys and accountants, will set forth
remedies on default and will include miscellaneous other terms.



                                       13.

<PAGE>   14



                  The Company will not acquire or merge with any entity which
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. The Company is subject
to all of the reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file independent audited
financial statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by the
candidate to be acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the discretion of the
present management of the Company. If such transaction is voided, the agreement
will also contain a provision providing for the acquisition entity to reimburse
the Company for all costs associated with the proposed transaction.

Competition

                  The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial resources
and limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.

Investment Company Act of 1940

                  Although the Company will be subject to regulation under the
Securities Act of 1933, as amended, and the 1934 Act, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.



                                       14.

<PAGE>   15



Employees

                  The Company has no full time or part-time employees.

                  None of the officers and directors anticipates devoting more
than ten (10%) percent of his or her time to Company activities. The Company's
President and Secretary have agreed to allocate a portion of said time to the
activities of the Company, without compensation. These officers anticipate that
the business plan of the Company can be implemented by their devoting minimal
time per month to the business affairs of the Company and, consequently,
conflicts of interest may arise with respect to the limited time commitment by
such officers.


Item 2.           Description of Property.

                  The Company has no properties and at this time has no
agreements to acquire any properties.

                  The Company presently occupies office space supplied by an
shareholder of the Company at 2980 S. Rainbow Boulevard, Suite 108, Las Vegas,
Nevada 89102. This space is provided to the Company on a rent free basis, and it
is anticipated that this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition. Management believes that this
arrangement will meet the Company's needs for the foreseeable future.


Item 3.           Legal Proceedings.

                  There is no litigation pending or threatened by or against the
Company.


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

                  There has been no matters submitted to the Company's security
holders.


Item 5.           Market for Common Company Equity and Related
                  Stockholder Matter.

                  (a)      Market Price.  The Company's Common Stock is not
                           quoted at the present time.

                  There is no trading market for the Company's Common Stock at
present and there has been no trading market to date. There is no assurance that
a trading market will ever develop or, if such a market does develop, that it
will continue. The Company has requested a broker-dealer to make application to
the NASD Regulation, Inc. to have the Company's securities traded on


                                       15.

<PAGE>   16



the OTC Bulletin Board Systems or published, in print and electronic media, or
either, in the National Quotation Bureau LLC "Pink Sheets."

                  The Securities and Exchange Commission adopted Rule 15g-9,
which established the definition of a "penny stock," for purposes relevant to
the Company, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the trans action. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

                  For the initial listing in the NASDAQ SmallCap market, a
company must have net tangible assets of $4 million or market capitalization of
$50 million or a net income (in the latest fiscal year or two of the last fiscal
years) of $750,000, a public float of 1,000,000 shares with a market value of $5
million. The minimum bid price must be $4.00 and there must be 3 market makers.
In addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

                  For continued listing in the NASDAQ SmallCap market, a company
must have net tangible assets of $2 million or market capitalization of $35
million or a net income (in the latest fiscal year or two of the last fiscal
years) of $500,000, a public float of 500,000 shares with a market value of $1
million.


                                       16.

<PAGE>   17



The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.

                  Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which will allow the
Company's securities to be traded without the aforesaid limitations. However,
there can be no assurances that, upon a successful merger or acquisition, the
Company will qualify its securities for listing on NASDAQ or some other national
exchange, or be able to maintain the maintenance criteria necessary to insure
continued listing. The failure of the Company to qualify its securities or to
meet the relevant maintenance criteria after such qualification in the future
may result in the discontinuance of the inclusion of the Company's securities on
a national exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter market. As a
result, a shareholder may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the Company's securities.

                  (b)  Holders.

                  There are twenty five (25) holders of the Company's Common
Stock. On July 31, 1996, the Company issued 2,100,000, as adjusted for a forward
stock split of its Common Shares, for cash. All of the issued and outstanding
shares of the Company's Common Stock were issued in accordance with the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended.

                  As of the date of this registration statement, all of the
issued and outstanding shares of the Company's Common Stock held by
non-affiliates are eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year holding period, under certain circum
stances, may sell within any three-month period a number of shares which does
not exceed the greater of one percent of the then outstanding Common Stock or
the average weekly trading volume during the four calendar weeks prior to such
sale. Rule 144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a

two-year holding period and who is not, and has not been for the preceding three
months, an affiliate of the Company.

                  In summary, Rule 144 applies to affiliates (that is, control
persons) and nonaffiliates when they resell restricted securities (those
purchased from the issuer or an affiliate of the issuer in nonpublic
transactions). Nonaffiliates reselling


                                       17.

<PAGE>   18



restricted securities, as well as affiliates selling restricted or nonrestricted
securities, are not considered to be engaged in a distribution and, therefore,
are not deemed to be underwriters as defined in Section 2(11), if six conditions
are met:

         (1)      Current public information must be available about the issuer
                  unless sales are limited to those made by nonaffiliates after
                  two years.

         (2)      When restricted securities are sold, generally there
                  must be a one-year holding period.

         (3)      When either restricted or nonrestricted securities are sold by
                  an affiliate after one year, there are limitations on the
                  amount of securities that may be sold; when restricted
                  securities are sold by non- affiliates between the first and
                  second years, there are identical limitations; after two
                  years, there are no volume limitations for resales by
                  non-affiliates.

         (4)      Except for sales of restricted securities made by
                  nonaffiliates after two years, all sales must be made in
                  brokers' transactions as defined in Section 4(4) of the
                  Securities Act of 1933, as amended, or a transaction directly
                  with a "market maker" as that term is defined in Section
                  3(a)(38) of the 1934 Act.

         (5)      Except for sales of restricted securities made by
                  nonaffiliates after two years, a notice of proposed sale must
                  be filed for all sales in excess of 500 shares or with an
                  aggregate sales price in excess of $10,000.

         (6)      There must be a bona fide intention to sell within a
                  reasonable time after the filing of the notice referred to in
                  (5) above.

                  (c)          Dividends.

                  The Company has not paid any dividends to date, and has no
plans to do so in the immediate future.


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

                  The Company has not commenced business activities and has no
assets or operations. The Company is dependent upon its officers to meet any de
minimis costs which may occur.

                  Felicia May Nilson, an officer and director of the
Company, has agreed to provide the necessary funds, without


                                       18.

<PAGE>   19



interest, for the Company to comply with the Securities Exchange Act of 1934, as
amended, provided that she is an officer and director of the Company when the
obligation is incurred. All advances are interest-free.

                  In addition, since the Company has had no operating history
nor any revenues or earnings from operations, with no significant assets or
financial resources, the Company will in all likelihood sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combina tion. This may result in the Company incurring a net operating
loss which will increase continuously until the Company can consummate a
business combination with a profitable business opportunity. There is assurance
that the Company can identify such a business opportunity and consummate such a
business combination.


Item 7.           Financial Statements.
                  --------------------




                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)

                                    Contents





<TABLE>
<CAPTION>


<S>                                                                            <C>
INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL                                   1
STATEMENTS
----------------------------------------------------------------------------------

FINANCIAL STATEMENTS

   Balance Sheets                                                               2

   Statements of Income                                                         3

   Statements of Stockholders' Equity                                           4

   Statements of Cash Flows                                                     5

   Notes to Financial Statements                                              6-8
----------------------------------------------------------------------------------
</TABLE>

                                19
<PAGE>   20
                          Independent Auditor's Report


        To the Board of Directors
        Bahamas Enterprises, Inc.
        Las Vegas, Nevada


        I have audited the accompanying balance sheet of Bahamas Enterprises,
        Inc. (A Development Stage Company) as of December 31, 2000 and the
        related statements of income, stockholders' equity, and cash flows for
        the year then ended and the period July 10, 1996 (inception) through
        December 31, 2000. These financial statements are the responsibility of
        the Company's management. My responsibility is to express an opinion on
        these financial statements based on my audit. The financial statements
        of Bahamas Enterprises, Inc. (A Development Stage Company) as of
        December 31, 1999 and 1998, were audited by other auditors whose has
        ceased operations and whose report dated January 21, 2000, expressed an
        unqualified opinion on those statements.

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

        In my opinion, the financial statements referred to above present
        fairly, in all material respects, the financial position of Bahamas
        Enterprises, Inc. (A Development Stage Company) as of December 31, 2000
        and the results of its operations and cash flows for the year then ended
        and the period July 10, 1996 (inception) through December 31, 2000, in
        conformity with generally accepted accounting principles.

        The accompanying financial statements have been prepared assuming that
        the Company will continue as a going concern. As discussed in Note 4 to
        the financial statements, the Company has no operations and has no
        established source of revenue. This raises substantial doubt about its
        ability to continue as a going concern. Management's plan in regard to
        these matters is also described in Note 4. The financial statements do
        not include any adjustments that might result from the outcome of this
        uncertainty.



        Kyle L. Tingle
        Certified Public Accountant

        March 8, 2001
        Henderson, Nevada

                                       1
<PAGE>   21




                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>

                                                                  December 31,       December 31,       December 31,
                                                                      2000               1999               1998
                                                                  ------------       ------------       ------------


                                     ASSETS

          <S>                                                     <C>                <C>                <C>
          CURRENT ASSETS                                          $          0       $          0       $          0
                                                                  ------------       ------------       ------------

                      Total current assets                        $          0       $          0       $          0
                                                                  ------------       ------------       ------------

                             Total assets                         $          0       $          0       $          0
                                                                  ============       ============       ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

          CURRENT LIABILITIES
               Officers advances (Note 5)                         $     22,457       $     15,244       $          0
                                                                  ------------       ------------       ------------

                      Total current liabilities                   $     22,457       $     15,244       $          0
                                                                  ------------       ------------       ------------


          STOCKHOLDERS' EQUITY
               Common stock: $.001 par value;
                  authorized 25,000,000 shares;
                  issued and outstanding:
                  2,100,000 shares at December 31, 1998:          $                  $                  $      2,100
                  2,100,000 shares at December 31, 1999;                                    2,100
                  2,100,000 shares at December 31, 2000                  2,100
               Additional Paid In Capital                                    0                  0                  0
               Accumulated deficit during development stage            (24,557)           (17,344)            (2,100)
                                                                  ------------       ------------       ------------

                      Total stockholders' equity                  $    (22,457)      $    (15,244)      $          0
                                                                  ------------       ------------       ------------

                              Total liabilities and
                             stockholders' equity                 $          0       $          0       $          0
                                                                  ============       ============       ============
</TABLE>



                 See Accompanying Notes to Financial Statements.

                                        2
<PAGE>   22


                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)
                              Statements of INcome


<TABLE>
<CAPTION>

                                                                                                          July 10, 1996
                                                   Year Ended         Year Ended         Year Ended       (inception) to
                                                   December 31,       December 31,       December 31,      December 31,
                                                       2000               1999               1998              2000
                                                   ------------       ------------       ------------      ------------
       <S>                                         <C>                <C>                <C>               <C>
       Revenues                                    $          0       $          0       $          0      $          0

       Cost of revenue                                        0                  0                  0                 0
                                                   ------------       ------------       ------------      ------------

                  Gross profit                     $          0       $          0       $          0      $          0
       General, selling and
          administrative expenses                         7,213             15,244                  0            24,557
                                                   ------------       ------------       ------------      ------------
                  Operating (loss)                 $     (7,213)      $    (15,244)      $          0      $    (24,557)

       Nonoperating income (expense)                          0                  0                  0                 0
                                                   ------------       ------------       ------------      ------------

                  Net (loss)                       $     (7,213)      $    (15,244)      $          0      $    (24,557)
                                                   ============       ============       ============      ============


                  Net (loss) per share, basic
                  and diluted (Note 2)             $      (0.00)      $      (0.01)      $       0.00      $      (0.01)
                                                   ============       ============       ============      ============

                  Average number of shares
                  of common stock outstanding         2,100,000          2,100,000          2,100,000         2,100,000
                                                   ============       ============       ============      ============
</TABLE>



See Accompanying Notes to Financial Statements.


                                       3
<PAGE>   23




                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)
                       StatementS of stockholders' equity

<TABLE>
<CAPTION>


                                                                                                               Accumulated
                                                                                                                (Deficit)
                                                                  Common Stock                 Additional          During
                                                        -------------------------------         Paid-In         Development
                                                           Shares             Amount            Capital            Stage
                                                        ------------       ------------       ------------      ------------



          <S>                                           <C>                <C>                <C>               <C>
          Sale of 21,000,000 shares, July 10, 1996         2,100,000       $      2,100       $          0      $          0

          Net (loss), December 31, 1996                       (2,100)
                                                        ------------       ------------       ------------      ------------

          Balance, December 31, 1996                       2,100,000       $      2,100       $          0      $     (2,100)

          Net (loss), December 31, 1997                                                                                    0
                                                        ------------       ------------       ------------      ------------

          Balance, December 31, 1997                       2,100,000       $      2,100       $          0      $     (2,100)

          Net (loss), December 31, 1998                                                                                    0
                                                        ------------       ------------       ------------      ------------

          Balance, December 31, 1998                       2,100,000       $      2,100       $          0      $     (2,100)

          February 2, 1999, changed from no
              par value to $.001                                                 (2,079)             2,079

          February 2, 1999, forward stock
              100:1                                                               2,079             (2,079)

          Net (loss), December 31, 1999                                                                              (15,244)
                                                        ------------       ------------       ------------      ------------

          Balance, December 31, 1999                       2,100,000       $      2,100       $          0      $    (17,344)

          Net (loss), December 31, 2000                       (7,213)
                                                        ------------       ------------       ------------      ------------

          Balance, December 31, 2000                       2,100,000       $      2,100       $          0      $    (24,557)
                                                        ============       ============       ============      ============
</TABLE>


See Accompanying Notes to Financial Statements.

                                       4

<PAGE>   24


                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)
                            StatementS of cash flows

<TABLE>
<CAPTION>

                                                                                                            July 10, 1996
                                                      Year Ended         Year Ended         Year Ended       (inception) to
                                                     December 31,       December 31,       December 31,      December 31,
                                                         2000               1999               1998              2000
                                                     ------------       ------------       ------------      ------------
<S>                                                  <C>                <C>                <C>               <C>
Cash Flows From Operating Activities
    Net (loss)                                       $     (7,213)      $    (15,244)      $          0      $    (24,557)
    Adjustments to reconcile net (loss) to cash
    (used in) operating activities:
    Changes in assets and liabilities
    Officer advances                                        7,213             15,244                  0            22,457
                                                     ------------       ------------       ------------      ------------

         Net cash (used in) operating
            activities                               $          0       $          0       $          0      $     (2,100)
                                                     ------------       ------------       ------------      ------------

Cash Flows From Investing Activities                 $          0       $          0       $          0      $          0
                                                     ------------       ------------       ------------      ------------

Cash Flows From Financing Activities
         Issuance of common stock                               0                  0                  0             2,100
                                                     ------------       ------------       ------------      ------------

         Net cash (used in) financing
            activities                               $          0       $          0       $          0      $      2,100
                                                     ------------       ------------       ------------      ------------

         Net increase (decrease) in cash
            and cash equivalents                     $          0       $          0       $          0      $          0

Cash and cash equivalents,
    beginning of period                                         0                  0                  0                 0
                                                     ------------       ------------       ------------      ------------
Cash and cash equivalents, end of period             $          0       $          0       $          0      $          0
                                                     ============       ============       ============      ============
</TABLE>

See Accompanying Notes to Financial Statements.


                                       5
<PAGE>   25




                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998



Note 1.  Nature of Business and Significant Accounting Policies

Nature of business:

Bahamas Enterprises, Inc. ("Company") was organized July 10, 1996 under
the laws of the State of Nevada. The Company currently has no
operations and, in accordance with Statement of Financial Accounting
Standard (SFAS) No. 7, "Accounting and Reporting by Development Stage
Enterprises," is considered a development stage company.

A summary of the Company's significant accounting policies is as
follows:

Estimates

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

Cash

For the Statements of Cash Flows, all highly liquid investments with
maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of December 31, 2000, 1999, and 1998.

Income taxes

Income taxes are provided for using the liability method of accounting
in accordance with SFAS No. 109 "Accounting for Income Taxes." A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Temporary differences
are the differences between the reported amounts of assets and
liabilities and their tax basis. 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 assets
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 2.  Stockholders' Equity

Common stock

The authorized common stock of the Company consists of 25,000,000
shares with par value of $0.001. On July 30, 1996, the Company
authorized and issued 21,000 shares of its no par value common stock in
consideration of $2,100 in cash.


                                       6
<PAGE>   26

                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998



Note 2.     Stockholders' Equity (continued)

On February 2, 1999, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization
from 25,000 common shares to 25,000,000 common shares. The no par value
was changed to $0.001 per share.

On February 2, 1999, the Company's shareholders approved a forward
split of its common stock at one hundred shares for one share of the
existing shares. The number of common stock shares outstanding
increased from 21,000 to 2,100,000. Prior period information has been
restated to reflect the stock split

The Company has not authorized any preferred stock.


Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128,
"Earnings Per Share." The weighted-average number of common shares
outstanding during each period is used to compute basic loss per share.
Diluted loss per share is computed using the weighted averaged number
of shares and dilutive potential common shares outstanding. Dilutive
potential common shares are additional common shares assumed to be
exercised.

Basic net loss per common share is based on the weighted average number
of shares of common stock outstanding of 2,100,000 during 2000, 1999,
1998, and since inception. As of December 31, 2000, 1999, 1998, and
since inception, the Company had no dilutive potential common shares.


Note 3.     Income Taxes

There is no provision for income taxes for the period ended December
31, 2000, due to the net loss and no state income tax in Nevada, the
state of the Company's domicile and operations. The Company's total
deferred tax asset as of December 31, 2000 is as follows:

<TABLE>
<CAPTION>

         <S>                                         <C>
         Net operating loss carry forward            $   24,557
         Valuation allowance                         $  (24,557)
                                                     ----------

         Net deferred tax asset                      $        0
</TABLE>


The net federal operating loss carry forward will expire between 2016
and 2020. This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.

                                       7
<PAGE>   27




                            BAHAMAS ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998


Note 4.     Going Concern

The Company's financial statements are prepared in accordance with
generally accepted accounting principles applicable to a going concern.
This contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. Currently, the Company
does not have significant cash of other material assets, nor does it
have operations or a source of revenue sufficient to cover its
operation costs and allow it to continue as a going concern. It is the
intent of the Company to seek a merger with an existing, operating
company. Until that time, the stockholders, officers, and directors
have committed to advancing the operating costs of the company.

Note 5.     Related Party Transactions

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

Note 6.     Warrants and Options

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

                                       8

<PAGE>   28


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

                  On January 27, 2001, Barry L. Friedman, 1582 Tulita Drive, Las
Vegas, Nevada 89127, the principal accountant which had previously been engaged
to audit registrant's financial statements, died. Kyle Tingle, CPA, P.O. Box
50141, Henderson, Nevada 89016 has been engaged to audit registrant's financial
statements for the fiscal year ended December 31, 2001. Registrant does not
believe that there will be any disagreements with the findings of Barry L.
Friedman.


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

                  The members of the Board of Directors of the Company serve
until the next annual meeting of the stockholders, or until their successors
have been elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:


<TABLE>
<CAPTION>

                  Name                                        Ages         Position
                  ----                                        ----         --------
                  <S>                                         <C>          <C>
                  Felicia May Nilson                          27           President and Director
                  7901 High Stream Avenue
                  Las Vegas, Nevada 89130
</TABLE>


                                       20.

<PAGE>   29


<TABLE>
<CAPTION>

                  <S>                                         <C>          <C>
                  Stuart Curtis Nilson                        29           Secretary, Treasurer
                  7901 High Stream Avenue                                  and Director
                  Las Vegas, Nevada 89130

                  Vickie L. Andre                             61           Director
                  945 W. Camtenroa Drive
                  Gilbert, Arizona 85233
</TABLE>

                  The principal occupation and business experience during the
last five years for each of the present directors and executive officers of the
Company are as follows:

                  Felicia May Nilson

                  Felicia May Nilson has been a major shareholder of the Company
                  since 1996 and has been the President and a director since
                  1999. From 1994 to the present, she has been an executive
                  administrative assistance at Spanish Trail Associates, with
                  responsibilities for all real estate projects, including
                  budgeting, forecasting, financial analysis, with renter
                  liaison.

                  Stuart Curtis Nilson

                  Stuart Curtis Nilson has been a major shareholder of the
                  Company since 1996 and has been the Secretary, Treasurer and a
                  director since 1999. From 1994 to the present, he has been
                  employed by York International in connection with the
                  evaluation, design and fabrication of duct and pipe systems
                  for existing projects, as well as for new projects.

                  Vickie L. Andre

                  Vickie L. Andre has been a major shareholder of the Company
                  since 1996 and has been a director since 1999. From 1989 to
                  the present, she has been a registered nurse working for the
                  United States Government, in the Bureau of Indian Affairs. She
                  performs medical assistance to native Americans and conducts
                  group medical studies for the United States Government.

                  The officers and directors may be deemed parents and promoters
of the Company as those terms are defined by the Securities Act of 1933, as
amended. All directors hold office until the next annual stockholders' meeting
or until their death, resignation, retirement, removal, disqualification, or
until their successors have been elected and qualified. Officers of the Company
serve at the will of the Board of Directors.

                  There are no agreements or understandings for any
officer or director of the Company to resign at the request of


                                       21.

<PAGE>   30



another person and none of the officers or directors are acting on behalf of or
will act at the direction of any other person.

                  The Company has checked the box provided on the cover page of
this Form to indicate that there is no disclosure in this form of reporting
person delinquencies in response to Item 405 of Regulation S-B.


Item 10.          Executive Compensation.

                  None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this report
statement, the Company has no funds available to pay directors. Further, none of
the directors are accruing any compensation pursuant to any agreement with the
Company.

                  It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity, that entity may
desire to employ or retain one or a number of members of the Company's
management for the purposes of providing services to the surviving entity, or
otherwise provide other compensation to such persons. However, the Company has
adopted a policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's decision to
undertake any proposed transaction. Each member of management has agreed to
disclose to the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any prospective
merger or acquisition candidate, the proposed transaction will not be approved
by the Company's Board of Directors as a result of the inability of the Board to
affirmatively approve such a transaction.

                  It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company. In the event
the Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensa tion is in the form of cash, such
payment will be tendered by the


                                       22.

<PAGE>   31



acquisition or merger candidate, because the Company has insuffi cient cash
available. The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of management of the
Company will receive any finders fee, either directly or indirectly, as a result
of their respective efforts to implement the Company's business plan outlined
herein.

                  No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.


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

                  (a)      Security Ownership of Certain Beneficial Owners.

                  The following table sets forth the security and beneficial
ownership for each class of equity securities of the Company for any person who
is known to be the beneficial owner of more than five percent of the Company.

<TABLE>
<CAPTION>

                                Name and                             Amount and
                               Address of                            Nature of
                               Beneficial                            Beneficial               Percent
Title of Class                   Owner                                  Owner                 of Class
--------------------------------------------------------------------------------------------------------
<S>                        <C>                                       <C>                      <C>
Common                     Felicia May Nilson                            500,000                 23.81%
                           7901 High Stream Avenue
                           Las Vegas, Nevada 89130

Common                     Stuart Curtis Nilson                          600,000                 28.57%
                           7901 High Stream Avenue
                           Las Vegas, Nevada 89130

Common                     Vickie L. Andre                               350,000                 16.67%
                           945 W. Cantebria Drive
                           Gilbert, Arizona 85233

Common                     All Officers and                            1,450,000                 69.05%
                           Directors as a Group
                           (three [3] individuals)
</TABLE>

                  The total of the Company's outstanding Common Shares are held
by 25 persons.

                  (b)      Security Ownership of Management.

                  The following table sets forth the ownership for each class of
equity securities of the Company owned beneficially and of record by all
directors and officers of the Company.


                                       23.

<PAGE>   32



<TABLE>
<CAPTION>

                                Name and                             Amount and
                               Address of                            Nature of
                               Beneficial                            Beneficial               Percent
Title of Class                   Owner                                  Owner                 of Class
--------------------------------------------------------------------------------------------------------

<S>                        <C>                                       <C>                      <C>
Common                     Felicia May Nilson                            500,000                 23.81%
                           7901 High Stream Avenue
                           Las Vegas, Nevada 89130

Common                     Stuart Curtis Nilson                          600,000                 28.57%
                           7901 High Stream Avenue
                           Las Vegas, Nevada 89130

Common                     Vickie L. Andre                               350,000                 16.67%
                           945 W. Cantebria Drive
                           Gilbert, Arizona 85233

Common                     All Officers and                            1,450,000                 69.05%
                           Directors as a Group
                           (three [3] individuals)
</TABLE>

Item 12.          Certain Relationships and Related Transactions.

                  There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.

                  Felicia May Nilson has agreed to provide the necessary funds,
without interest, for the Company to comply with the 1934 Act provided that she
is an officer and director of the Company when the obligation is incurred. All
advances will be interest- free.

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

                  There are no reports on Form 8-K incorporated herein by
reference.

                  The following documents are filed as part of this report:

                  23.1      Consent of Kyle Tingle, CPA.





                                       24.

<PAGE>   33

                                   SIGNATURES

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the under signed, thereunto duly authorized.

Date: March 30, 2001                  BAHAMAS ENTERPRISES, INC.



                                      By: /s/ Felicia May Nilson
                                         ---------------------------------------
                                          Felicia May Nilson
                                          President

                  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Date: March 30, 2001                  BAHAMAS ENTERPRISES, INC.



                                      By: /s/ Felicia May Nilson
                                         ---------------------------------------
                                          Felicia May Nilson
                                          President

                                   25