U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



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

     For the fiscal year ended December 31, 2000
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                     0-31377

                                   COLE, INC.
                 (Name of Small Business Issuer in its Charter)


                 UTAH                                     87-0642556
      (State or Other Jurisdiction of            (I.R.S. Employer I.D. No.)
       incorporation or organization)


                          4848 South Highland Dr. #140
                            Salt Lake City, UT 84117
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (801)231-6735

                                   COLE, INC.
                                  -------------

Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.01 par value
                                                               common stock


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


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

     State Issuer's revenues for its most recent fiscal year:  December 31, 2000
- $1,142.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     December 31, 2000 - $553.  There are  approximately 55,250 shares of common
voting stock of the Company not held by  affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past five years,  the
Company has arbitrarily valued these shares at par value of $0.01 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                JANUNARY 25, 2000
                                    1,085,051

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization, Charter Amendments and General History
     ----------------------------------------------------

     Cole, Inc., a Utah  corporation  (the  "Company"),  was organized under the
laws of the State of Utah on November 3, 1999.


          General History
          ---------------

     Prior to the Company's organization, the Company sold 50,000 "unregistered"
and  "restricted"  shares of common  stock at $0.01 per share,  with the Company
having received gross proceeds of $500.

     Following the Company's organization, it conducted an offering of 1,000,000
shares  of  common  stock at a price of  $0.01  per  share.  This  offering  was
conducted  under  Rule  504 of  Regulation  D of  the  Securities  and  Exchange
Commission, and applicable provisions of Rule 144-14-25s of the Utah Division of
Securities,  which  provides for sales of securities by public  solicitation  to
"accredited  investors." The offering was subsequently  closed, with the Company
having received gross proceeds of $10,000.

        Sales of "Unregistered" and "Restricted" Securities Over the Past Three
        Years
        -------

     For  information   concerning  sales  of  "unregistered"  and  "restricted"
securities  during  the past  three  years,  see the  caption  "Recent  Sales of
Unregistered Securities."

        Business.
        ---------

     The Company was organized to offer formatting and EDGAR filing services for
companies  and  individuals  that  desire to submit  electronic  filings  to the
Securities and Exchange Commission.

        Risk Factors

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

        EARLY STAGE OF DEVELOPMENT

     The Company was formed in November,  1999,  and is at a very early stage of
development.  It is subject to all of the risks  inherent  in any new  business.
These risks include:

               The need for  substantial  capital  to  support  its  development
               efforts;  the need to attract and retain qualified  personnel and
               experienced  management; losses  associated  with start-up;  and
               competition.
<PAGE>

        LOSSES ASSOCIATED WITH START-UP

     The Company was formed  recently  and has limited  operating  history.  The
purchase  of the  necessary  computer  and office  equipment  and  software  has
required  large up front  expenditures  and working  capital  during the initial
start-up  period.  The Company expects that its initial  expenses will result in
losses  early  in its  development.  It  cannot  guarantee  that it will  become
profitable  after  it  completes  its  initial   purchases.   See  "Management's
Discussion and Analysis or Plan of Operation," Part I, Item 2.

        FLUCTUATIONS IN QUARTERLY OPERATING RESULTS AND MARGINS; SEASONALITY OF
        BUSINESS

     The Company's  operating results are likely to fluctuate in the future as a
result of a variety of  factors,  many of which will be  outside  the  Company's
control. Some of these factors may include material reduction or cancellation of
major  projects  or the loss of a major  client;  the  amount  and timing of the
receipt of new business;  timing of hiring or loss of personnel;  the amount and
timing of the opening or closing of an office;  the amount and the  relative mix
of  high-margin  creative or strategy  consulting  projects as compared to lower
margin projects,  capital expenditures and other costs relating to the expansion
of operations;  the level of demand for EDGAR formatting and filing; the ability
to  maintain  adequate  staffing  to service  clients  effectively;  the cost of
advertising and related media;  the amount and timing of expenditures by clients
for  professional  services;  the  introduction  of new  products or services by
competitors;  pricing  changes  in the  industry;  relative  mix of  lower  cost
full-time  employees  versus higher cost  independent  contractors;  and general
economic  conditions.  Due  to  all  of the  foregoing  factors,  the  Company's
operating results in any given quarter may fall below  expectations.  In such an
event,  any future  trading price of the Company's  common stock would likely be
materially and adversely affected.

        EVOLVING BUSINESS MODEL

     The Company and its  prospects  must be  considered  in light of the risks,
expenses and difficulties  frequently encountered by companies in an early stage
of development.  Such risks for the Company include,  but are not limited to, an
evolving  business model.  To address these risks the Company must,  among other
things, develop strong business development and management  activities,  develop
the strength  and quality of its  operations,  maximize  the value  delivered to
clients by the Company's service solutions,  respond to competitive developments
and attract, retain and motivate qualified employees.  There can be no assurance
that the Company will be successful in meeting these  challenges  and addressing
such risks and the failure to do so could have a material  adverse effect on the
Company's business, financial condition, result of operations and prospects.

        RISKS RELATED TO FUTURE ACQUISITIONS

     A key  component  of the  Company's  growth  strategy is expected to be the
acquisition  of firms that meet the Company's  goals for strategic  growth.  The
successful  implementation of this strategy will depend on the Company's ability
to  identify  suitable  acquisition   candidates,   acquire  such  companies  on
acceptable terms and integrate their operations  successfully  with those of the
Company.  There can be no  assurance  that the Company  will be able to identify
additional suitable  acquisition  candidates or that the Company will be able to
acquire such candidates on acceptable terms.  Moreover,  in pursuing acquisition
opportunities,  the Company may compete with other companies with similar growth
strategies,  certain  of  which  competitors  may be  larger  and  have  greater
financial  and  other   resources  than  the  Company.   Competition  for  these
acquisition  targets may also result in increased prices of acquisition  targets
and a diminished pool of companies available for acquisition.  Acquisitions also
involve a number of other  risks,  including  adverse  effects on the  Company's
reporting operating results from increases in goodwill,  amortization,  acquired
in-process  technology,  stock  compensation  expense resulting from newly hired
employees,  the diversion of management  attention,  potential disputes with the
sellers of one or more acquired  entities and the possible failure to retain key
acquired personnel.  Lack of client satisfaction or performance problems with an
acquired firm could also have a material adverse impact on the reputation of the
Company as a whole, and any acquired subsidiary could significantly underperform
relative to the Company's expectations.  For all of these reasons, the Company's
pursuit of an overall  acquisition  strategy or any individual pending or future
acquisition  may have a  material  adverse  effect  on the  Company's  business,
financial  condition,  results of operations and prospects.  Management  expects
that, for the foreseeable  future,  shares of the Company's common stock will be
the sole consideration for any such acquisition.  As the Company issues stock to
complete any future acquisition, existing shareholders will experience ownership
dilution.
<PAGE>

        RISKS ASSOCIATED WITH FAILURE TO MANAGE GROWTH

     At  present,  the  Company's  employees  include  and  are  limited  to its
President,  James P. Doolin.  Any  expansion of the Company's  operations  would
place a  significant  strain  on its  limited  personnel,  management  and other
resources.  Depending on the success of its planned operations,  the Company may
be required to attract,  train,  motivate and manage new employees  successfully
and to develop  operational,  management and  information  systems and controls.
There can be no assurance  that the  Company's  systems,  procedures or controls
will be adequate to support its operations or that its  management  will be able
to achieve the rapid execution necessary to exploit the market for the Company's
business model.  The failure to effectively  manage growth could have a material
adverse  effect on the  Company's  business,  financial  condition,  results  of
operation and prospects.

        COMPETITION; LOW BARRIERS TO ENTRY

     The market for  formatting  and filing EDGAR  documents is relatively  new,
intensely  competitive,  rapidly  evolving  and  subject to rapid  technological
change.  The Company expects  competition to persist,  intensify and increase in
the future.  The Company's  competitors can be divided into several groups:  law
firms, independent  contractors,  financial consultant firms and wide variety of
other  professional  services firms. Many of the Company's current and potential
competitors have longer operating  histories,  larger installed  customer bases,
longer   relationships   with  clients  and  significantly   greater  financial,
technical,  marketing  and public  relation  sources  than the Company and could
decide at any time to  increase  their  resource  commitments  to the  Company's
target  market.  In  addition,  the  market for EDGAR  formatting  and filing is
relatively  new and subject to  continuing  definition,  and,  as a result,  may
better  position  the  Company's  competitors  to compete  in this  market as it
matures. As a strategic response to changes in the competitive environment,  the
Company  may from time to time  make  certain  pricing,  service  technology  or
marketing  decisions or business or  technology  acquisitions  that could have a
material adverse effect on the Company's business,  financial condition, results
of operations  and  prospects.  Competition  of the type  described  above could
materially  adversely  affect the  Company's  business,  results of  operations,
financial conditions and prospects.

     In addition,  the Company's ability to maintain future client relationships
and generate new clients will depend to a  significant  degree on the quality of
its  services  and its  reputation  among its  clients  and  potential  clients,
compared with the quality of its services  provided by, and the  reputations of,
the  Company's  competitors.  To the extent  the  Company  loses  clients to its
competitors  because  of  dissatisfaction  with the  Company's  services  or its
reputation is adversely affected for any other reason,  the Company's  business,
result of operations,  financial  conditions  and prospects  could be materially
adversely affected.

     There are  relatively  low barriers to entry into the  Company's  business.
Because  firms such as the Company rely on the skill of their  personnel and the
quality of their client  service,  they have no patented  technology  that would
preclude or inhibit  competitors  from entering  their  markets.  The Company is
likely to face additional  competition  from new entrants into the market in the
future.  There can be no assurance that existing or future  competitors will not
develop or offer services that provide significant  performance,  price or other
advantages  over  those  offered  by the  Company,  which  could have a material
adverse effect on its business,  financial condition,  results of operations and
prospects.


<PAGE>

        RAPID TECHNOLOGY CHANGE

     The market for EDGAR formatting and filing  services is characterized
by rapid  technological  change,  changes  in user and client  requirements  and
preferences,  frequent  new  product  and service  introductions  embodying  new
processes and  technologies and evolving  industry  standards and practices that
could  render  the  Company's   service  practices  and  methodologies
obsolete.  The Company's success will depend, in part, on its ability to develop
services and solutions that address the  increasingly  sophisticated  and varied
needs  of its  prospective  clients,  and  respond  to  technological  advances,
emerging industry  standards, practices  and competitive  service offerings.
Failure to do so could result in the loss of existing customers or the inability
to attract and retain new customers,  either of which  developments could have a
material adverse effect on the Company's business,  financial condition, results
of operations and prospects.  There can be no assurance that the Company will be
successful in responding  quickly,  cost-effectively  and  sufficiently to these
developments.  If the  Company  is unable,  for  technical,  financial  or other
reasons,  to adapt in a timely manner in response to change in market conditions
or client requirements,  its business, financial condition, result of operations
and prospects would be materially adversely affected.

        POTENTIAL LIABILITY TO CLIENTS

     Many of the Company's  service  engagements  will involve the  development,
formatting  and  filing  that are  critical  to the  reporting  of its  clients'
businesses.  Its failure or  inability  to meet a client's  expectations  in the
performance  of its services could injure the Company's  business  reputation or
result in a claim for substantial damages,  regardless of its responsibility for
such failure.  In addition,  the Company will possess  technologies  and content
that may include  confidential or proprietary client  information.  Although the
Company has implemented  policies to prevent such client  information from being
disclosed to unauthorized parties or used inappropriately, any such unauthorized
disclosure  or  use  could  result  in a  claim  for  substantial  damages.  The
successful  assertion of one or more large  claims  against the Company that are
uninsured,  exceed  available  insurance  coverage  or result in  changes to the
Company's insurance policies, including premium increases or the imposition of a
large  deductible  or  co-insurance  requirements,  could  adversely  affect the
Company's business,  results of operations and financial conditions. The Company
does not currently have any "errors and omissions" policies that would cover any
such claim,  and does not expect to obtain any such  insurance  until it can pay
for such coverage from revenues, as to which there can be no assurance.

        FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

     The Company currently anticipates that its available cash resources will be
sufficient  to meet  its  presently  anticipated  working  capital  and  capital
expenditure requirements for the next fiscal year. However, the Company may need
to raise additional funds in order to support expansion, develop new or enhanced
services and products,  respond to competitive pressures,  acquire complimentary
businesses or technologies or take advantage of unanticipated opportunities. The
Company's  future liquidity and capital  requirements  will depend upon numerous
factors,  including the success of its proposed service  offerings and competing
technological  and market  developments.  The  Company  may be required to raise
additional funds through public or private financing, strategic relationships or
other  arrangements.  There can be no assurance that such additional funding, if
needed,  will be  available  on  terms  acceptable  to the  Company,  or at all.
Furthermore,  any additional  equity  financing may be dilutive to stockholders,
and debt financing, if available,  may involve restrictive covenants,  which may
limit the  Company's  operating  flexibility  with  respect to certain  business
matters.  If  additional  funds  are  raised  through  the  issuance  of  equity
securities,  the percentage ownership of the stockholders of the Company will be
reduced,  stockholders may experience  additional dilution in net book value per
share  and such equity  securities  may have rights,  preferences or privileges
senior to those of the holder of the Company's  common stock.  If adequate funds
are not available on acceptable  terms,  the Company may be unable to develop or
enhance its services and products,  take  advantage of future  opportunities  or
respond to  competitive  pressures,  any of which could have a material  adverse
effect  on  its  business,   financial  condition,  results  of  operations  and
prospects.
<PAGE>

        GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     The Company is not currently subject to direct government regulation, other
than  the  securities  laws and the  regulations  thereunder  applicable  to all
publicly  owned  companies;  however,  it is  likely  that a number  of laws and
regulations  may be adopted  at the local,  state,  national  and  international
levels.  Moreover, the adoption of any such laws or regulations may decrease the
services  provided by the Company,  which could in turn  decrease the demand for
the  Company's  services  or  increase  cost of doing  business or in some other
manner  have a material  adverse  effect on the  Company's  business,  financial
conditions results of operations or prospects.

        CONCENTRATION OF STOCK OWNERSHIP

     Four  entities  beneficially  own a majority of the  Company's  outstanding
common stock.  As a result,  the entities  will be able to exercise  significant
influence  over  all  matters  requiring  stockholder  approval,  including  the
election of directors and approval of significant corporate  transactions.  Such
concentration  of ownership may also have the effect of delaying or preventing a
change in control of the Company.

        DIVIDENDS

     The Company  does not expect to pay  dividends  on its common  stock in the
foreseeable  future.  Future  dividends,  if any, will depend upon the Company's
earnings, if any.

<PAGE>

        AUDITOR'S "GOING CONCERN" OPINION

     The  independent  auditor's  report issued in  connection  with the audited
financial  statements  of the Company for the period  ended  December  31, 2000,
expresses  "substantial doubt about its ability to continue as a going concern,"
due to the  Company's  status as a  development  stage  company  and its lack of
significant operations. See the index to financial statements,  part F/S of this
filing.

        DEPENDENCE ON MANAGEMENT

     For the foreseeable future, the Company will be entirely dependent upon the
services of its officers and directors.  The Company has no employment agreement
with its only  employee,  James P. Doolin,  and does not maintain "key man" life
insurance for him.

        PENNY STOCK

     The  Company's  common stock is "penny  stock" as defined in Rule 3a51-1 of
the Securities and Exchange  Commission.  This  designation may adversely affect
the  development  of any public market for the Company's  shares of common stock
or, if such a market develops, its continuation.  Broker-dealers are required to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.

     Penny stocks are  securities (i) with a price of less than five dollars per
share; (ii) that are not traded on a "recognized" national exchange; (iii) whose
prices are not quoted on the NASDAQ automated  quotation  system  (NASDAQ-listed
stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net
tangible  assets  less than  $2,000,000  (if the issuer  has been in  continuous
operation  for at least three years) or $5,000,000  (if in continuous  operation
for less  than  three  years),  or with  average  annual  revenues  of less than
$6,000,000 for the last three years.

     Section 15(g) of the  Securities  Act of 1934, as amended (the "1934 Act");
and Rule 15g-2 of the Securities and Exchange Commission require  broker-dealers
dealing  in  penny  stocks  to  provide  potential  investors  with  a  document
disclosing  the risks of penny stocks and to obtain a manually  signed and dated
written  receipt of the document  before  effecting any  transaction  in a penny
stock for the investor's  account.  Potential  investors in the Company's common
stock are urged to obtain and read such disclosure  carefully before  purchasing
any shares that are deemed to be "penny stock."

     Rule   15g-9  of  the   Securities   and   Exchange   Commission   requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements may make it more difficult for the Company's
stockholders to resell their shares to third parties or to otherwise  dispose of
them.

        SALE OF "RESTRICTED" SHARES

     Some  of  the  outstanding   shares  of  the  Company's  common  stock  are
"restricted  securities" within the meaning of Rule 144 of the Securities Act of
1933, as amended (the "1933 Act").  If a market for the  Company's  common stock
ever  develops,  these  shares may be sold under Rule 144,  and sales may have a
negative effect on the Company's stock price.

        PRINCIPAL PRODUCTS AND SERVICES

     The Company has engaged in the  business  of  formatting  and filing  EDGAR
documents for companies and individuals.

        RECENT PUBLIC ANNOUNCEMENTS

     None; not applicable.
<PAGE>

        DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES

     Management  plans to advertise the Company's  services  through mailings to
businesses,  principally in Utah. Information on businesses is readily available
from  various  governmental  agencies,  such as  Secretaries  of State and local
business  licensing  offices.  The Company also plans on  advertising  direct to
future clients through its own web site. The Company plans on "word of mouth"
advertising to help create and sustain much of the Company's business.

     The Company has determined that in order to develop a larger client base it
must increase its advertising budget.  Therefore the Company has budgeted $3,000
in  advertising  costs  during  its this  coming  year.  These  funds  will come
principally  from the net proceeds of its recent  securities  offering and then,
and if neccessary  the Company may seek to raise more  capital.  There can be no
assurance  that the Company will raise  sufficient  capital to meet its intended
advertising  budget; if it is not successful in this regard,  the Company may be
unable to attract a  sufficient  number of new clients to allow its  business to
continue.

        COMPETITIVE BUSINESS CONDITIONS

     The  Company's  industry  is  highly  competitive.  Many  of the  Company's
existing and potential  competitors  have  financial,  personnel,  marketing and
other  resources  significantly  greater than those of the  Company,  as well as
other  competitive  advantages  including  customer  bases.  See the Risk Factor
"Competition; Low Barriers of Entry" Part 1, Item 1.

        PATENTS, TRADEMARKS, LICENSES, FRANCHISEES, CONCESSIONS, ROYALTY
        PAYMENTS OR LABOR CONTRACTS

     None; not applicable.

        NEED FOR GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

     Upon the effective date of this  Registration  Statement,  the Company will
become  subject to Regulation  14A  promulgated  by the  Securities and Exchange
Commission  under  the 1934  Act.  Section  14(a) of the 1934 Act  requires  all
companies with securities registered pursuant to Section 12(g) thereof to comply
with the  rules  and  regulations  of the  Securities  and  Exchange  Commission
regarding proxy  solicitations as outlined in Regulation 14A. Matters  submitted
to  stockholders  of the  Company  at a special  or annual  meeting  thereof  or
pursuant  to a  written  consent  shall  require  the  Company  to  provide  its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14;  preliminary  copies of this information must be submitted to the Securities
and  Exchange  Commission  at least 10 days  prior to the date  that  definitive
copies of this  information are forwarded to  stockholders.  See the Risk Factor
"Government Regulation and Legal Uncertainties," Part 1, Item 1.

        EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON BUSINESS

     Other than  maintaining  its good standing in the State of Utah;  complying
with applicable local business licensing requirements;  complying with all state
and federal tax requirements; preparing its periodic reports under the 1934 Act,
and complying with other  applicable  securities  laws, rules and regulations as
set forth  above,  the  Company  does not  believe  that  existing  or  probable
governmental regulations will have a material effect on its operations.  See the
Risk Factor "Government Regulation and Legal Uncertainties," Part 1, Item 1.

        RESEARCH AND DEVELOPMENT

     Although  the  Company's  industry  relies on the  technical  knowledge  of
computers and software,  management does not believe that the Company's proposed
operations will require  research and development in the traditional  sense. The
Company's President, James P. Doolin has training in formatting and filing EDGAR
documents and will be responsible for all of the Company's  services  offered in
the foreseeable future.
<PAGE>

        NUMBER OF EMPLOYEES

     Other than its  President,  James P. Doolin,  the Company  currently has no
employees.  Mr. Doolin will be  responsible  for all of the  Company's  proposed
operations  for the  foreseeable  future.  The Company  will hire an  additional
clerical  worker if necessary,  and if it is able to pay that worker's  wages or
salary from operating revenues.


Item 2.  Description of Property.
         -----------------------

     The Company currently owns a formatting  software.  Its business address is
the home  office  address of its  President,  James P.  Doolin,  and is provided
rent-free.  The Company has free access to his telephone system, computer system
and free access to the Internet.  Depending on its growth,  the Company may find
it  necessary  to  acquire  an  office  and  telephone  system  of its own,  but
management does not believe that this will be necessary in the near future.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


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

     During the fourth  quarter of the year ended  December 31, 2000,  no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     There  has been no  "public  market"  for  shares  of  common  stock of the
Company.  However, the Company will be seeking to obtain quotation of its common
stock on the OTC Bulletin Board of the NASD,  the Company cannot  guarantee that
any public  market will develop for its  securities  or that, if any such market
develops,  it will be maintained.  As a result,  stockholders may not be able to
sell their shares readily, if at all.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 42.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

     On November 5, 1999,  the Company  issued  200,000  shares to the Company's
officers,  directors and a consultant in consideration of the payment of $500 to
the Company.

     On December  20,  1999,  the Company  conducted an offering of of 1,000,000
shares  of  common  stock at a price of  $0.01  per  share.  This  offering  was
conducted  under  Rule  504 of  Regulation  D of  the  Securities  and  Exchange
Commission and applicable state laws,  rules and  regulations.  The offering was
subsequently closed, with the Company having received gross proceeds of $10,000.

     On May 12, 2000, the Company  issued 35,051 shares  pursuant to Rule 701
of the 1933  Act.  These  shares  were  issued  to the  Company's  attorney,  in
accordance with a written plan adopted by the Board of Directors for services in
the amount of $3,505.10, rendered to the Company, issued at $.10 per share.

For Further information see the following table: "Common Stock"


     Common Stock

     ------------
                         Date              Number of           Aggregate
     Name              Acquired             Shares           Consideration
     ----              --------            ---------         -------------
JAMES P. DOOLIN        11/05/99              25,000           $    250

MICHAEL J. DOOLIN      11/05/99              25,000           $    250

PURCHASERS UNDER       12/20/99           1,000,000           $ 10,000
RULE 504 OFFERING*

SHARES ISSUED UNDER    05/12/00              35,051           $  3,505
RULE 701



     *The offer and sale of these  securities  are  believed to have been exempt
from the  registration  requirements  of Section 5 of the 1933 Act,  pursuant to
Sections 3(b) and/or 4(2) thereof, and from similar applicable states securities
laws, rules and regulations  exempting the offer and sale of these securities by
available  state  exemptions  from  registration  by reason of the fact that all
purchasers  had  access  to  research  of  the  Company,  and  were  "Accredited
Investors" as defined in Regulation D of the Securities and Exchange Commission.
<PAGE>

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

Plan of Operation.
------------------

     The Company is a development  stage  company.  Management  believes that in
light of the large number of companies and individuals  that are responsible for
filing with the  Securities and Exchange  Commission,  the size of the potential
market for services may  continue to grow.  Accordingly,  the volume of business
available to those who can provide quality and timely service will also increase
rapidly over the next several years.

     The Company plans to provide a narrow range of services to a broad range of
customers.  In  addition,  the  Company  may seek to expand  its  operations  by
acquiring,  joint venturing or merging with other document service  providers in
exchange for the issuance of shares of its common stock.  As of the date of this
Registration Statement,  the Company has not entered into any agreements in this
regard,  and  there is no  assurance  that the  Company  will be  successful  in
entering into a transaction with any such entity.

     During the next 12 months,  management plans to spend approximately  $3,000
in advertising expenses. Methods of advertising will include further development
of the Company's website, brochures and print advertisement in local newspapers.

          The foregoing contains  "forward-looking"  statements and information,
all of which is modified by reference to the caption "Risk Factors."

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

     At December 31, 2000, the Company's had $6,505 in assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the period ended  December  31, 2000,  the Company had a net loss of
$3,558. The Company has received $1,142 in revenues in the period ended December
31, 2000. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

     As of December 31, 2000, the Company had cash on hand of $5,564. Management
believes that these funds will be sufficient to allow it to commence advertising
via mailings and through local newspapers.  The Company has previosly  purchased
all necessary software to operate.  The Company's cash on hand may be sufficient
to allow it to further  operations,  but if  necessary it may look to raise more
capital;  however,  the Company's success in its planned business endeavors will
depend entirely on its ability to attract and maintain a sufficient client base.
The Company has commenced operations,  but it cannot provide any assurances that
it will be successful in this effort.


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

     Financial Statements for the years ended December 31, 2000 and 1999

          Independent Auditors' Report

          Balance Sheets - December 31, 2000

          Statements of Operations for the years ended
          December 31, 2000 and 1999

          Statements of Stockholders' Equity for the
          years ended December 31, 2000 and 1999

          Statements of Cash Flows for the years ended
          December 31, 2000 and 1999

          Notes to the Financial Statements

<PAGE>










                                          COLE, INC.
                                 [A Development Stage Company]

                                     FINANCIAL STATEMENTS

                                       December 31, 2000

                              [WITH INDEPENDENT AUDITORS' REPORT]























<PAGE>
<TABLE>
<CAPTION>

                                   COLE, INC.
                          [A Development Stage Company]

                                Table of Contents

                                                                                       Page

<S>                                                                                      <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . .         1


Balance Sheet - December 31, 2000 . . . . . . . . . . . . . . . . . . . . . . .          2


Statements of Stockholders' Equity/(Deficit) for the year ended December 31, 2000,
the two month period ended December 31, 1999, and for the period from
Inception [November 3, 1999] through December 31, 2000  . . . . . . . . . . . .          3

Statements of Operations for the year ended December 31, 2000, the two month
period ended December 31, 1999 and for the period from Inception [November 3, 1999]
through December 31, 2000  . . . . . . . . . . . . . . . . . . . . . . . . . . .         4


Statements of Cash Flows for the year ended December 31, 2000, the two month period
ended December 31, 1999 and for the period from Inception [November 3, 1999]
through December 31, 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . .         5


Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .        6 - 8







</TABLE>
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
COLE, INC.
Salt Lake City, Utah

     We have audited the accompanying balance sheet of Cole, Inc. [a development
stage  company]  as  of  December  31,  2000,  and  the  related  statements  of
stockholders'  equity/(deficit),  operations, and cash flows for the period from
inception  [November  3,  1999]  through  December  31,  2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position of Cole, Inc. as of December
31,  2000,  and the  results of  operations  and cash flows for the period  from
inception  [November 3, 1999]  through  December 31, 2000,  in  conformity  with
generally accepted accounting principles.

     The  accompanying  financial  statements  have been prepared  assuming that
Cole,  Inc.  will  continue as a going  concern.  As  discussed in Note D to the
financial  statements,  the Company has accumulated losses and has not commenced
principal operations.  These issues raise substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also described in Note D. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.

                                                   /S/ MANTYLA MCREYNOLDS
                                                   Mantyla McReynolds
January 19, 2001
Salt Lake City, Utah

<PAGE>
<TABLE>
<CAPTION>

                                   COLE, INC.
                          [A Development Stage Company]
                                  Balance Sheet
                                December 31, 2000


ASSETS

Current Assets:
<S>                                                               <C>
     Cash                                                         $               5,564
          Total Current Assets                                                    5,564

Property & Equipment                                                              1,410
Less: Accumulated Depreciation                                                     (469)
                                                                                    941

TOTAL ASSETS                                                      $               6,505
                                                                  ======================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Taxes payable - Notes A & C                                 $                  100
          Total Current Liabilities                                                 100
               Total Liabilities                                                    100
Stockholders' Equity - Notes B & E
     Common stock, $.01 par value;
       authorized 50,000,000 shares; issued
       and outstanding 1,085,051                                                 10,850
     Additional paid-in capital                                                   3,155
     Deficit accumulated during development stage                                (7,600)
          Total Stockholders' Equity                                              6,405
                                                                 ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $                6,505
                                                                 ======================




                 See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                   COLE, INC.
                          [A Development Stage Company]
                  Statements of Stockholders' Equity/(Deficit)
 For the year ended December 31, 2000, the two month period ended December 31, 1999
 and for the period from Inception [November 3, 1999] through December 31, 2000


                                                                                  Deficit
                                                                                Accumulated
                                                                Additional        During              Total
                                  Number of       Common          Paid-in       Development       Stockholders'
                                   Shares          Stock          Capital          Stage        Equity/(Deficit)
                                ------------- --------------  -------------- ----------------  -------------------
<S>               <C>                       <C>           <C>             <C>              <C>                  <C>
Balance, November 3, 1999                   0             $0              $0               $0                   $0
Issued stock for cash, at par, $.01 1,050,000         10,500                                                10,500
Net loss for 1999                                                                      (4,042)              (4,042)
Balance, December 31, 1999          1,050,000         10,500               0           (4,042)               6,458
Issued shares for debt,
at $.10 per share                      35,051            350           3,155                                 3,505
Net loss for 2000                                                                      (3,558)              (3,558)
Balance, December 31, 2000          1,085,051        $10,850          $3,155          ($7,600)              $6,405
                                ============= ==============  ==============  ================  ===================































                 See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                   COLE, INC.
                          [A Development Stage Company]
                            Statements of Operations
 For the year ended December 31, 2000, the two month period ended December 31, 1999
 and for the Period from Inception [November 3, 1999] through December 31, 2000



                                                                                            From
                                                                                          Inception
                                                                                          [11/3/99]
                                                                                           through
                                                   2000                1999               12/31/00
                                              --------------      ---------------     -----------------
<S>                                       <C>                  <C>            <C> <C>
Revenues                                  $           1,142    $             -0-  $              1,142

General and Administrative Expenses                   4,600                3,942                 8,542
                                              --------------      ---------------     -----------------
Net Loss from Operations                             (3,458)              (3,942)               (7,400)


                                              --------------      ---------------     -----------------
      Net Loss Before Income Taxes                   (3,458)              (3,942)               (7,400)

Provision for Income Taxes - Notes A&C                  100                  100                   200
                                              --------------      ---------------     -----------------

Net Loss                                  $          (3,558)   $          (4,042) $             (7,600)
                                              ==============      ===============     =================

Loss Per Share                            $            (.01)   $            (.01) $               (.01)
                                              ==============      ===============     =================

Weighted Average Shares Outstanding                1,072,314            1,050,000             1,069,262
                                              ==============      ===============     =================










                 See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                   COLE, INC.
                          [A Development Stage Company]
                            Statements of Cash Flows
 For the year ended December 31, 2000, the two month period ended December 31, 1999
 and for the Period from Inception [November 3, 1999] through December 31, 2000



                                                                                               For the
                                                                                             period from
                                                                                              Inception
                                                                                              [11/3/99]
                                                                                               through
Cash Flows Provided by/(Used for) Operating Activities         2000            1999            12/31/00
                                                            ----------     ------------     --------------
<S>                                                      <C>            <C>             <C>
Net Loss                                                 $     (3,558)  $       (4,042) $          (7,600)
Adjustments to reconcile net income to net cash provided by
operating activities:
    Depreciation                                                  469                                 469
    Increase in income taxes payable                                                100               100
    Expenses paid on behalf of Company by shareholder               5             3,500             3,505
    Increase in accrued liabilities                              (138)              138
                                                            ----------     ------------     --------------
       Net Cash Provided by/(Used for) in Operating  Activities(3,222)             (304)           (3,526)

Cash Flows Used for Investing Activities
    Purchased property & equipment                             (1,410)                             (1,410)
              Net Cash Used in Investing Activities            (1,410)                0            (1,410)

Cash Flows Provided by Financing Activities

    Issued stock for cash                                                       10,500             10,500
                                                            ----------     ------------     --------------
              Net Cash Provided by Financing Activities             0           10,500             10,500

            Net Increase(decrease) in Cash                     (4,632)          10,196              5,564

Beginning Cash Balance                                         10,196              -0-                -0-
                                                             ----------     ------------     --------------

Ending Cash Balance                                      $       5,564  $        10,196 $            5,564
                                                            ==========     ============     ==============

Supplemental Disclosure Information:
  Cash paid during the year for interest                          -0-              -0-                -0-
  Cash paid during the year for income taxes                     100               -0-                100
  Issued stock to shareholder for debt                         3,505               -0-              3,505






                 See accompanying notes to financial statements

</TABLE>

<PAGE>

                                   COLE, INC.
                          Notes to Financial Statements
                                December 31, 2000

NOTE A         Summary of Significant Accounting Policies

        Company Background

          The  Company  incorporated  under  the  laws of the  State  of Utah on
          November 3, 1999.  The Company was  organized  to engage in any lawful
          activity  for  which  corporations  may be  organized  under  the Utah
          Revised  Business  Corporation  Act. Cole, Inc., is in the development
          stage and is commencing its planned  principal  operations,  which are
          essentially  to  advertise  and  offer  formatting  and  EDGAR  filing
          services for public companies.

          The  financial  statements  of  the  Company  have  been  prepared  in
          accordance  with  generally  accepted   accounting   principles.   The
          following summarizes the more significant of such policies:

        Statement of Cash Flows

          Cash is comprised of cash on hand or on deposit in banks.  The Company
          has $5,564 as of December 31, 2000.

        Income Taxes

          The Company applies Statement of Financial  Accounting Standard (SFAS)
          No. 109,  "Accounting For Income Taxes," which is effective for fiscal
          years  beginning  after  December 15, 1992.  SFAS No. 109 requires the
          asset and liability  method of accounting for income taxes.  The asset
          and  liability  method  requires  that the  current  or  deferred  tax
          consequences of all events recognized in the financial  statements are
          measured by applying the  provisions  of enacted tax laws to determine
          the  amount of taxes  payable  or  refundable  currently  or in future
          years. (See Note C below).

        Net Loss Per Common Share

          Net loss per common share is based on the weighted  average  number of
          shares outstanding.


        Use of Estimates in Preparation of Financial Statements

          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.


<PAGE>
                                   COLE, INC.
                          Notes to Financial Statements
                                December 31, 2000

NOTE B         Issuance of Common Shares

          In  November,   1999,  pursuant  to  a  Preorganization   Subscription
          Agreement and a Subscription  Agreement and Summary Offering Document,
          the Company  authorized and issued 1,050,000 shares of common stock at
          par ($.01) to approximately 38 "accredited" investors for cash.

          On May 12, 2000,  the Company  issued 35,051 shares of common stock in
          settlement  of debt  incurred  for legal  services.  These shares were
          issued at $.10 per share for a total value of $3,505 (see NOTE E).

NOTE C         Accounting for Income Taxes

          No  provision  has been made in the  financial  statements  for income
          taxes because the Company has accumulated losses from operations since
          inception.  Any deferred tax benefit  arising from the operating  loss
          carried forward is offset  entirely by a valuation  allowance since it
          is  currently  not  likely  that  the  Company  will  be  sufficiently
          profitable in the near future to take advantage of the losses.

Deferred tax assets                                  Balance         Tax   Rate
-------------------------------------------------- ------------ --------- ------
   Federal Loss carryforward (expires through 2015)      $7,600    $1,140  15%
   State Loss carryforward (expires through 2015)        $7,400      $370   5%
   Valuation allowance                                                ($1,510)
                                                                   -----------
        Deferred tax asset                                                 $0
                                                                   ===========

          The  amount  shown on the  balance  sheet  for  income  taxes  payable
          represents the annual minimum amount due to the State of Utah.

NOTE D         Liquidity

          The Company has accumulated  losses since inception  totaling  $7,600,
          and  minimal  operations  at  December  31,  2000.  Financing  for the
          Company's  limited  activities to date has been primarily  provided by
          issuance of stock and  advances  from a  stockholder(see  NOTE E). The
          Company's  ability to achieve a level of profitable  operations and/or
          additional  financing  impacts the Company's ability to continue as it
          is presently  organized.  Management  continues to develop its planned
          principle  operations.   Should  management  be  unsuccessful  in  its
          operating  activities,  the Company may  experience  material  adverse
          effects.

NOTE E         Stockholder Loan/Related Party Transaction

          A stockholder  advanced legal services to the Company in the amount of
          $5, and $3,500 during the years ended  December 31, 2000 and 1999. The
          Company  settled the related party debt through the issuance of common
          stock as described in Note B.
<PAGE>

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

     None; not applicable.

                                    PART III

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

        Identification of Directors and Executive Officers.
        ---------------------------------------------------

     The following table sets forth the name of the Company's  current directors
and executive  officers.  These persons will serve until the next annual meeting
of the  stockholders  (held  the third  Friday in August of each  year) or until
their successors are elected or appointed and qualified, or prior resignation or
termination. Their Date of Date of Positions Election or Termination


Name                  Held              Designation     or Resignation
----                  ----              -----------   --------------
JAMES P. DOOLIN      DIRECTOR &         NOV-02-99           *
                     PRESIDENT

SHANE E. THUESON     DIRECTOR &         NOV-02-99           *
                     VICE PRESIDENT

LUKE BRADLEY         DIRECTOR &         NOV-02-99           *
                     SECRETARY


          * These persons presently serves in the capacities indicated.

Business Experience.
--------------------
     James P. Doolin,  President  and a director,  is 24 years of age. Mr Doolin
graduated  from the  University of Utah,  in Salt Lake City,  Utah. He graduated
with a bachelor of science,  finance  degree.  Mr. Doolin has been working as an
investment consultant since 1998.

     Shane E. Thueson,  Vice  President and a director,  is 24 years of age. Mr.
Thueson will  graduate from the Brigham Young  University,  in Provo,  Utah, in
July of 2000.  He will graduate  with a bachelor of fine arts.  Mr.  Thueson has
been working as a assitant to an entertainment producer since 1999.

     Luke Bradley,  Secretary and a director, is 23 years of age. Mr. Bradley is
attending the University of Utah, in Salt Lake City, Utah. He will graduate with
a bachelor of science,  finance degree in June of 2001. Mr. Bradley currently is
a  majority  owner and  operator  a  clothing  company  has been  working in the
promotional merchandise industry since 1995.

<PAGE>

Significant Employees.
----------------------

     Other than James P. Doolin, the Company has no employees.

Family Relationships.
---------------------

     Thre are no family  relationships  that exist between the directors and the
executive officers of the Company.

Involvement in Certain Legal Proceedings.
-----------------------------------------

          During the past five years, no present or former  director,  executive
officer or person nominated to become a director or an executive  officer of the
Company:

          (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
action),  the  Commission or the Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Each  of the  Company's  directors  have  filed  a  Form  3,  Statement  of
Beneficial  Ownership,  with the Securities and Exchange Commission;  there have
been no changes in their  beneficial  ownership of shares of common stock of the
Company since the filing of their Form 3.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

          The following table sets forth the aggregate  compensation paid by the
Company for services rendered during the periods indicated:

                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation

                       Annual Compensation Awards Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------



James P.
Doolin,      12/31/99   0     0     0      0     0     0   0
Director,    03/31/00   0     0     0      0     0     0   0
President

Shane E.
Thueson
Director,    12/31/99   0     0     0      0     0     0   0
Vice         03/31/00   0     0     0      0     0     0   0
President

Luke
Bradley,     12/31/99   0     0     0      0     0     0   0
Director,    03/31/00   0     0     0      0     0     0   0
Secretary


     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the Company's management during the years ended
December 31, 1999, or the period ended March 31, 2000.  However,  if the Company
decides to compensate  Company's  current  and/or  future  employees it will not
under any  circumstances  exceed the amount paid to other  persons  with similar
experience  and  expertise  performing  similar  services in the text formatting
industry.  No employee,  director,  or  executive  officer have been granted any
option or stock  appreciation  rights;  accordingly,  no tables relating to such
items have been included within this Item.
<PAGE>

        Compensation of Directors.
        --------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services provided as a director. No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

        Employment Contracts and Termination of Employment and Change-in-Control
        Arrangements.
        ------------------------------------------------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his resignation,  retirement or other  termination of
employment with the Company,  any change in control of the Company,  or a change
in the person's responsibilities following a change in control of the Company.

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

          The following table sets forth the share holdings of those persons who
own more than five percent of the Company's common stock as of the date hereof:

                           Number of Shares Percentage

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
LEONARD W. BURNINGHAM, ESQ.         235,051                     22%
SHARLENE T. DOOLIN                  200,000                     18%
DUANE S. JENSON                     200,000                     18%
QUAD D PARTNERSHIP*                 333,500                     31%

* Sharlene T. Doolin may be deemed the beneficial  owner of Quad D Partnership's
shares, as she is the majority partner of Quad D Partnership;  and the mother of
James P. Doolin.


Security Ownership of Management.
---------------------------------

          The  following  table sets forth the share  holdings of the  Company's
directors and executive officers as of the date hereof:

                          Number of Shares       Percentage of

Name and Address         Beneficially Owned        of Class
----------------         ------------------      -------------
JAMES P. DOOLIN                51,250                  5%
SHANE E. THUESON                5,000                 .5%
LUKE BRADLEY                    5,000                 .5%

TOTAL OFFICERS & DIRECTORS      61,250                 6%


Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.


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

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

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

Reports on Form 8-K
-------------------

     None; not applicable

Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number                             Description
-------                            -----------
<S>                                <C>
  27                                 Financial Data Schedule
</TABLE>

<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       COLE, INC.



Date:1/31/01                           /S/ JAMES DOOLIN
                                       James Doolin
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       COLE, INC.



Date:1/31/01                           /S/ JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date:1/31/01                           /S/ LUKE BRADLEY
                                       Luke Bradley
                                       Secretary and Director