<PAGE>   1
Commission File No. 000-3115

                     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 __

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


               NEVADA                                            88-0355504
   -------------------------------                          -------------------
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                          Identification No.)

      1105 Terminal Way, Suite 202
              Reno, Nevada                                         89502
-----------------------------------------                         -------
(Address of principal executive offices)                         (Zip code)

Issuer's telephone number: (775) 348-5708

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 21,000,000 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-.

<PAGE>   3

                                       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 ..................................................        20

Item 7.   Financial Statements .......................................        21

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure ........................        30

Item 9.   Directors, Executive Officers, Promoters and
          Control Persons; Compliance with Section 16(a)
          of the Exchange Act ........................................        30

Item 10.  Executive Compensation .....................................        31

Item 11.  Security Ownership of Certain Beneficial Owners
          and Management .............................................        32

Item 12.  Certain Relationships and Related Transactions .............        33

Item 13.  Exhibits and Reports on Form 8-K ...........................        33

          Signature ..................................................        33
</TABLE>



                                       3.
<PAGE>   4

Item 1. Description of Business.

Introduction

               Magnolia Ventures, Inc. (the "Company") was incorporated on June
13, 1994, 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.

<PAGE>   9

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.

<PAGE>   10

               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. Peggy Melilli, 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 she 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.

<PAGE>   11

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 experienced 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.

<PAGE>   12

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.

<PAGE>   13

               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



                                       13.

<PAGE>   14

will include miscellaneous other terms.

               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



                                       14.

<PAGE>   15

Company Act of 1940 and, consequently, any violation of such Act would subject
the Company to material adverse consequences.

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 1105 Terminal Way, Suite 202, Reno, Nevada 89502.
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,



                                       15.

<PAGE>   16

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 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 transaction. 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.



                                       16.

<PAGE>   17

               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. 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 June 20, 1994, the Company issued 21,000,000, 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 circumstances, 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



                                       17.

<PAGE>   18

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 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.



                                       18.

<PAGE>   19

               (d)    Description of Securities.

               The Company's authorized capital stock consists of 25,000,000
shares, par value $.001 per share and 10,000,000 shares, par value $.01 per
share of serial preferred stock. There are 21,000,000 Common Shares issued and
outstanding as of the date of this filing. There are no shares of serial
preferred stock issued and outstanding.

               The Common Stock may be issued from time to time without action
by the stockholders. The Common Stock may be issued for such consideration as
may be fixed from time to time by the Board of Directors. The Board of Directors
may issue such shares of Common Stock in one or more series, with such voting
powers, designations, preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions adopted
by them.

               Each share of Common Stock shall entitle the holder thereof to
one vote on any matter submitted to a vote of or consent of holders of Common
Stock. Subject to the provisions of applicable law, any dividends paid or
distributed on or with respect to the Common Stock of the corporation shall be
paid or distributed ratably to the holders of its Common Stock. In the event of
any liquidation, dissolution or winding-up of the corporation, whether voluntary
or involuntary, after payment or provision for payment of the debts and other
liabilities of the corporation and any amounts to which the holders of any
Serial Preferred Stock shall be entitled, as hereinafter provided, the holders
of Common Stock shall be entitled to share ratably in the remaining assets of
the corporation.

               The Board of Directors is authorized to provide from time to time
for the issuance of shares of serial preferred stock in series and to fix and
determine from time to time before issuance the designation and relative rights
and preferences of the shares of each series of serial preferred stock and the
restrictions or qualifications thereof, including, without limiting the
generality of the foregoing, the following:

               (1)    The series designation and authorized number of shares;

               (2)    The dividend rate and the date or dates on which such
                      dividends will be payable;

               (3)    The amount or amounts to be received by the holders in the
                      event of voluntary or involuntary dissolution or
                      liquidation of the corporation;

               (4)    The price or prices at which shares may be



                                       19.

<PAGE>   20

                      redeemed, if any, and any terms, conditions, limitations
                      upon such redemptions;

               (5)    The sinking fund provisions, if any, for redemption or
                      purchase of shares; and

               (6)    The terms and conditions, if any, on which shares may be
                      converted at the election of the holders thereof into
                      shares of other capital stock, or of other series of
                      Serial Preferred Stock, of the corporation.


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.

               Peggy Melilli, an officer and director of the Company, has agreed
to provide the necessary funds, without 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 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 assurance
that the Company can identify such a business opportunity and consummate such a
business combination.



                                      21.
<PAGE>   21

ITEM 7. FINANCIAL STATEMENTS.

                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS



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

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>



                                      22.
<PAGE>   22

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Magnolia Ventures, Inc.
Las Vegas, Nevada


I have audited the accompanying balance sheet of Magnolia Ventures, 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 June 13, 1994 (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 Magnolia Ventures, 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 February 28, 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 Magnolia Ventures, 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 June 13, 1994
(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>   23

                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                    December 31,   December 31,   December 31,
                                                        2000           1999           1998
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
                                     ASSETS

CURRENT ASSETS                                        $     31       $     31       $     31
                                                      --------       --------       --------
          Total current assets                        $      0       $      0       $      0
                                                      --------       --------       --------
                Total assets                          $     31       $     31       $     31
                                                      ========       ========       ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Officers advances (Note 5)                        $ 31,450       $    155       $    155
                                                      --------       --------       --------
          Total current liabilities                   $ 31,450       $    155       $    155
                                                      --------       --------       --------

STOCKHOLDERS' EQUITY
    Serial preferred stock, $0.01 par value
       authorized 10,000,000 shares;
       issued and outstanding:
       none at December 31, 2000

    Common stock: $0.001 par value;
       authorized 25,000,000 shares;
       issued and outstanding:
       21,000,000 shares at December 31, 1998:        $              $              $ 21,000
       21,000,000 shares at December 31, 1999;                         21,000
       21,000,000 shares at December 31, 2000           21,000
    Additional Paid In Capital                         (18,900)       (18,900)       (18,900)
    Accumulated deficit during development stage       (33,519)        (2,224)        (2,224)
                                                      --------       --------       --------

          Total stockholders' equity                  $(31,419)      $   (124)      $   (124)
                                                      --------       --------       --------

                Total liabilities and
                stockholders' equity                  $     31       $     31       $     31
                                                      ========       ========       ========
</TABLE>


See Accompanying Notes to Financial Statements.



                                       2.
<PAGE>   24

                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                                                                  June 13, 1994
                                            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                        31,295                  0                15             34,175
                                           ------------       ------------      ------------       ------------
         Operating (loss)                  $    (31,295)      $          0      $        (15)      $    (34,175)

Nonoperating income (expense)
  Interest Income                                     0                  0               177                656
                                           ------------       ------------      ------------       ------------

         Net income (loss)                 $    (31,295)      $          0      $        162       $    (33,519)
                                           ============       ============      ============       ============


         Net income (loss) per share,
         Basic and diluted (Note 2)        $      (0.00)      $       0.00      $       0.00       $      (0.00)
                                           ============       ============      ============       ============

         Average number of shares
         of common stock outstanding         21,000,000         21,000,000        21,000,000         21,000,000
                                           ============       ============      ============       ============
</TABLE>


See Accompanying Notes to Financial Statements.



                                       3.
<PAGE>   25

                                   MAGNOLIA VENTURES, INC.
                                (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                                Accumulated
                                   Common Stock and Capital      (Deficit)
                                    In Excess of Par Value        During
                                   -------------------------    Development
                                    Shares         Amount          Stage
                                   ---------      ---------     ------------
<S>                                <C>            <C>           <C>
Balance, December 31, 1996         2,100,000      $   2,100      $  (2,179)

Net (loss), December 31, 1997                                         (207)
                                   ---------      ---------      ---------

Balance, December 31, 1997         2,100,000      $   2,100      $  (2,386)

Net income, December 31, 1998                                          162
                                   ---------      ---------      ---------

Balance, December 31, 1998         2,100,000      $   2,100      $  (2,224)

Net (loss), December 31, 1999                                            0
                                   ---------      ---------      ---------

Balance, December 31, 1999         2,100,000      $   2,100      $  (2,224)

Net (loss), December 31, 2000                                      (31,295)
                                   ---------      ---------      ---------

Balance, December 31, 2000         2,100,000      $   2,100      $ (33,519)
                                   =========      =========      =========
</TABLE>


See Accompanying Notes to Financial Statements.



                                       4.
<PAGE>   26

                                   MAGNOLIA VENTURES, INC.
                                (A DEVELOPMENT STAGE COMPANY)
                                   STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                            June 13, 1994
                                                  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)                                       $(31,295)      $      0      $      0      $(33,519)
  Adjustments to reconcile net (loss) to cash
  (used in) operating activities:
  Changes in assets and liabilities
  Officer advances                                   31,295              0             0        31,450
                                                   --------       --------      --------      --------

       Net cash (used in) operating
          activities                               $      0       $      0      $      0      $ (2,069)
                                                   --------       --------      --------      --------

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      $     31

Cash and cash equivalents,
  beginning of period                                    31             31            31             0
                                                   --------       --------      --------      --------
Cash and cash equivalents, end of period           $     31       $     31      $     31      $     31
                                                   ========       ========      ========      ========
</TABLE>


See Accompanying Notes to Financial Statements.



                                       5.
<PAGE>   27

                             MAGNOLIA VENTURES, 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:

        Magnolia Ventures, Inc. ("Company") was organized June 13, 1994 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.

        Reporting on costs for start-up activities

        Statement of Position 98-5 ("SOP 98-5), "Reporting on the Costs of
        Start-Up Activities" which provides guidance on the financial reporting
        of start-up and organization costs, requires most costs of start-up
        activities and organization costs to be expensed as incurred. With the
        adoption of SOP 98-5, there has been little to no effect on the
        Company's financial statements.



                                       6.
<PAGE>   28

                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998


        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 June 13, 1994, the Company authorized and
        issued 2,100 shares of its no par value common stock in consideration of
        $2,100 in cash.

        On December 3, 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 December 3, 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
        2,100 to 210,000. Prior period information has been restated to reflect
        the stock split

        On February 8, 2000, 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
        210,000 to 21,000,000. Prior period information has been restated to
        reflect the stock split

        Preferred stock

        On February 8, 2000, the State of Nevada approved the Company's restated
        Articles of Incorporation which created a new class of serial preferred
        stock, with a par value of $0.01. The Company has authorized 10,000,000
        shares of Serial Preferred Stock. No shares of Serial Preferred Stock
        has been issued.

        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 21,000,000 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.



                                       7.
<PAGE>   29

                             MAGNOLIA VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998


        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>
               <S>                                       <C>
               Net operating loss carry forward          $ 33,519
               Valuation allowance                       $(33,519)
                                                         ---------

               Net deferred tax asset                    $      0
</TABLE>

        The net federal operating loss carry forward will expire between 2017
        and 2020. This carry forward may be limited upon the consummation of a
        business combination under IRC Section 381.

        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>   30

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>
        Peggy Melilli                         48         President/Director
        38740 Maracaibo Circle
        Palm Springs, CA 92264-0243

        Dennis Melilli                        49         Secretary/Treasurer/
        38740 Maracaibo Circle                           Director
        Palm Springs, CA 92264-0243

        Sherri Lynn Cooper                    51         Director
        759 Tawny Court
        Oceanside, California 92057
</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:

               Peggy Melilli

               Peggy Melilli is the President and a Director of the Company.
               From 1995 to the present, Ms. Melilli has been an Interior
               Designer with Kreiss Collection and International Corporation
               with 16 offices in the United States and abroad and a past owner
               of her own design firm and manager of showrooms for other
               independent design firms.

               Dennis Melilli

               Dennis Melilli is the Secretary, Treasurer and a Director of the
               Company. From 1990 to the present, Mr. Melilli has been a
               Developer/General Contractor under the name Melilli Construction
               with offices in Palm Desert and San Diego. He specializes in
               shopping



                                      22.
<PAGE>   31

               centers, radio stations and movie theaters. He is also the
               developer of the new Festival of the Arts Theater, home for the
               Palm Springs International Film Festival.

               Sherri Lynn Cooper

               Sherri Lynn Cooper is a Director of the Company.  From
               1994 to the present, Ms. Cooper has been a Publishing
               Agent and College Career Counselor.  Ms. Cooper has
               been responsible for major fund raisers for several
               large disabled children's charities and the San Diego
               Chapter of the Women's Resource Center for abused women
               and children.

               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 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



                                      23.
<PAGE>   32

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 compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient 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.



                                      24.
<PAGE>   33

<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                Peggy Melilli                         5,500,000             26.19%
                      38740 Maracaibo Circle
                      Palm Springs, CA 92264-0243

Common                Dennis Melilli                        5,500,000             26.19%
                      38740 Maracaibo Circle
                      Palm Springs, CA 92264-0243

Common                Sherri Lynn Cooper                    3,500,000             16.67%
                      759 Tawny Court
                      Oceanside, California 92057

Common                All Officers and                     14,500,000             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.

<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                Peggy Melilli                         5,500,000             26.19%
                      38740 Maracaibo Circle
                      Palm Springs, CA 92264-0243

Common                Dennis Melilli                        5,500,000             26.19%
                      38740 Maracaibo Circle
                      Palm Springs, CA 92264-0243

Common                Sherri Lynn Cooper                    3,500,000             16.67%
                      759 Tawny Court
                      Oceanside, California 92057

Common                All Officers and                     14,500,000             69.05%
                      Directors as a Group
                      (three [3] individuals)
</TABLE>



                                      25.
<PAGE>   34

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.

               Peggy Melilli 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.


                                   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 undersigned, thereunto duly authorized.

Date: March 30, 2001                         MAGNOLIA VENTURES, INC.



                                             By: /s/ Peggy Melilli
                                                --------------------------------
                                                Peggy Melilli
                                                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                         MAGNOLIA VENTURES, INC.


                                             By: /s/ Peggy Melilli
                                                --------------------------------
                                                Peggy Melilli
                                                President




                                      26.