FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the fiscal year ended February 28, 2001

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        For the transition period from ___________ to _______________

Commission File No.  0-29035
                    -----------------

                             SOLAR ENTERPRISES, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

        Nevada                                            88-0354942
--------------------------------                        ---------------
State or other jurisdiction                             I.R.S. Employer
incorporation or organization                          Identification No.)

                             4291 Old Nine Foot Road
                               Winter Haven, 33880
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (863) 295-5320
                                                   ---------------

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

Securities registered pursuant to Section 12(g) of the Act: $.001 Common Stock

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                     Yes                        No   X
                         -----                      -----

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



<PAGE>


State issuer's revenues for its most recent fiscal year: $ 0

         The aggregate market value of the common voting stock held by
non-affiliates as of June 1, 2001 : Not Determinable

         Shares outstanding of the registrant's common stock as of June 1, 2001:
1,121,000

         Transitional Small Business Disclosure Format:

                     Yes                        No   X
                         -----                      -----



<PAGE>


                                     PART I

Item 1.  Description of Business.

         Solar Enterprises, Inc. (the "Company") was incorporated on March 12,
1996, under the laws of the State of Nevada to engage in any lawful corporate
activity, including, but not limited to, selected mergers and acquisitions. 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 has 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 begun the process of implementing the Company's
principal business purpose described below under "Item 6 - General Business
Plan" The proposed business activities described herein may classify the Company
as a "blank check" company. Any business combination or transaction will likely
result in a significant issuance of shares and substantial dilution to present
shareholders of the Company.

         The Company became a reporting company on March 20, 2000 upon the
effectiveness of its registration statement on Form 10-SB which was filed with
the Securities and Exchange Commission (the "SEC") on January 20, 2000. The
Company voluntarily determined to file the registration statement and become a
reporting public company to enhance investor protection and to provide
information if a trading market in its securities were to commence in the
future.

         Competition
         -----------

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

         Patents and Proprietary Rights
         ------------------------------

         The Company has no patents, trademarks or copyrights or any other
proprietary rights at the present time.

         Employees
         ---------

         As of June 1, 2001 the Company has no full-time or part-time employees.
Its current officers and directors serve without compensation by the Company.


                                       1

<PAGE>


Item 2.   Properties.

          The Company has no properties and at this time has no agreements to
acquire any properties. The Company has moved its principal office to and
presently occupies space supplied by its president and a director located at
4291 Old Nine Foot Road, Winter Haven, Florida 33880. This space is provided to
the Company on a rent-free basis, and it is anticipated that this arrangement
will remain in effect until such time as the Company successfully consummates a
merger or acquisition as to which no assurance can be given. 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 Matters to a Vote of Security Holders.

         On or about January 12, 2000, holders of a majority of the issued and
outstanding shares of the Company's Common Stock approved an increase in the
Company's authorized Common Stock, 10,0000 shares of 'blank check" preferred
stock and a 100 for 1 forward split of the issued and outstanding shares of
Common Stock. On January 12, 2000, the Company amended its Articles of
Incorporation to increase its authorized Common Stock to 75,000,000 shares,
provide for 10,000,000 shares of "blank check" preferred stock, and effect a 100
for 1 forward split of its issued and outstanding Common Stock. This was
disclosed in the Company's Form 10-SB filed with the SEC on January 20, 2000
which became effective on March 20, 2000. The amendment to the Articles was
delivered to the Nevada Secretary of State and the filing fees paid on or about
January 14, 2000 but the Nevada Secretary of State failed to file the amendment.
This was not discovered by the Company until June 1, 2000. Based upon
information received from the Nevada Secretary of State on June 7, 2000, the
amendment cannot be retroactively filed but was filed effective June 7, 2000.
The Nevada Secretary of State has represented to the Company that it will
deliver to the Company a letter confirming its error through no fault of the
Company.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholders Matters.

         (a) There is no trading market for the Company's Common Stock at the
present time and there has been no trading market to date. There is no assurance
that a trading market will ever develop or, if such a market does develop, that
it will continue. The Company may request that a broker-dealer 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 Sheets." Management, however, has not yet
determined when such application will be made. The Company's Common Stock is not
quoted at the present time.


                                       2

<PAGE>


         (b)      Holders.

         There are 25 holders of record of the Company's Common Stock as of June
1, 2001.

         (c)      Dividends.

         The Company has not paid any dividends to date and does not anticipate
or contemplate paying dividends in the foreseeable future.


Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         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. The Company's
officers, directors, promoters or affiliates have engaged in very limited
discussions with representatives of several other companies regarding the
possibility of an acquisition or merger between the Company and such other
companies, but as of the date hereof, there has been no definitive agreement for
an acquisition or merger.

         The Company has no full time or part-time employees. None of the
officers and directors currently devotes or anticipates devoting more than ten
(10%) percent of his time to Company activities. The Company's President and
Secretary have agreed to allocate a portion of their 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.

         General Business Plan
         ---------------------

         The Company's plan is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Securities Exchange Act of 1934 (the "Exchange Act"). Management does
not intend to restrict the search to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature. Management anticipates that it will 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 the Company's shareholders 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 to expand into new products or markets, to
develop a new product or service, or for other


                                       3


<PAGE>


corporate purposes. The Company may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.

         It is anticipated that the selection of a business opportunity in which
to participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a publicly reporting company. Such perceived 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, increasing the opportunity to use securities
for acquisitions, providing liquidity for stockholders and other factors.
Business opportunities may be available 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 difficult and complex.

         The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any 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 a
public company without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a business
combination for the owners of a target company.

         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. In analyzing prospective business
opportunities, management may 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
foreseeable now, but which may be anticipated to impact the Company's proposed
activities; the potential for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products, services, or trades;
name identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.

         The Exchange Act requires that any merger or acquisition candidate
comply with certain reporting requirements, which include providing audited
financial statements to be included in the reporting filings made under the
Exchange Act. The Company does not intend to acquire or merge with any company
for which audited financial statements cannot be obtained at or within the
required period of time after closing of the proposed transaction.

         The Company may enter into a business combination with a business
entity that desires to establish a public trading market for its shares. A
target company 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 stockholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.

                                       4


<PAGE>


         The Company does not intend to restrict its search for any specific
kind of business entities, 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 business 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 perceived advantages which the Company may
offer.

         Management, which in all likelihood will not be experienced in matters
relating to the business of a target company, will rely upon its own efforts in
accomplishing the Company's business purposes. Following a business combination,
the Company may benefit from the services of others in regard to accounting,
legal services, underwriting and corporate public relations. If requested by a
target company, management may recommend one or more underwriters, financial
advisors, accountants, public relations firms or other consultants to provide
such services.

         A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to the
Company only on the condition that the services of a consultant or advisor are
continued after a merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.

         It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described 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 current plans, proposals, arrangements, or
understandings with respect to the sale or issuance of additional securities
prior to the location of and agreement with 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 likely that the present management and the Company's
stockholders will no longer be in the Company's control. In addition, it is
likely that the Company's officers and directors will, as part of the terms of
the acquisition transaction, resign and be replaced by one or more new officers
and directors without the vote of the Company's shareholders, or may sell their
stock in the Company in compliance with applicable federal and state securities
law.

                                       5

<PAGE>


         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 the 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, it will be undertaken
by the surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination and the Company
is no longer considered a "blank check" company. The issuance of additional
securities and their potential sale into any trading market which may develop in
the Company's securities may depress the market value of the such securities in
the future if such a market develops, as to which there is no assurance.

         While the actual terms of a business transaction to which the Company
may be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free reorganization under Sections
351 or 368 of the Internal Revenue Code of 1986, as amended. 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.

         With respect to negotiations with a target company, management expects
to focus on the percentage of the Company which target company stockholders
would acquire in exchange for their stockholdings 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 of 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
shareholders at such time.

         The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.

         As previously stated, management does not intend to enter into a
business combination with any entity which cannot provide audited financial
statements at or within the required period of time after closing of the
proposed transaction. The Company is subject to all of the reporting
requirements included in the Exchange Act. Included in these requirements is the
duty to file audited financial statements as part of or within 60 days following
the due date for filing a Current Report on Form 8-K which is required to be
filed with the SEC within 15 days following the completion of the business
combination. If such audited financial statements are not available at closing,
or within time parameters necessary to insure our compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations

                                       6

<PAGE>


made by the target company, the closing documents may provide that the proposed
transaction will be void at the discretion of present management.

 Item 7. Financial Statements.

         Audited consolidated balance sheets as of February 28, 2001 and 2000
and related statements of operations, stockholders' deficiency and cash flows
for the years then ended and for the period from March 12, 1996 (inception) to
February 28, 2001 are included after Item 13. herein.


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

         The Company was notified by letter from the estate of its certified
public accountant, Barry L. Friedman, P.C., that Mr. Friedman was deceased.
Since Mr. Friedman was the sole member of the Company's certified public
accounting firm of Barry L. Friedman, P.C., the Company is obligated to change
its certified public accounting firm. Further, because Mr. Friedman is deceased
and there is no other person or successor who can provide the necessary letter
to confirm the statements made in this report, no letter from Barry L. Friedman,
P.C. is being filed as an exhibit to this report in accordance with Item 304(a)
of Regulation S-B.

         The Company's Board of Directors has appointed Brian Donohue, P.C. as
its new certified public accountant to audit the Company's financial statements
for the fiscal year ended February 28, 2001. The decision to appoint a new
certifying account is solely due to the death of Mr. Friedman. Management is
unaware of any disagreements over accounting matters, financial disclosures or
any other limitations on the scope or procedure of Barry L. Friedman, P.C. as
its independent auditor in the course of performing professional services, of
any adverse opinion or disclaimer of opinion, or of the modification of any of
its reports as to audit scope or accounting principles. A Form 8-K was filed
with the Commission on May 7, 2001 reporting the change in certifying
accountant.

                                    PART III

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


(a)      Identification of Directors.

         The current directors of the Company will serve until the next annual
(or special in lieu of annual) meeting of shareholders at which directors are
elected and qualified. Names, age, period served and positions held with the
Company are as follows:

                                       7


<PAGE>


         Name                    Age           Position
         ----                    ---           --------
         Frank Dolney            45            President/Treasurer/Director

         Roman Fisher            56            Secretary/Director

         The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. Vacancies in the existing Board of Directors are
filled by majority vote of the remaining Directors. Officers of the Company
serve at the will of the Board of Directors. There are no agreements or
understandings for any officer or director to resign at the request of another
person and no officer or director is acting on behalf of or will act at the
direction of any other person. There is no family relationship between any
executive officer and director of the Company.

Frank Dolney
------------

         Mr. Dolney has been a director of the Company since January 2001 and
its president and treasurer since April 2001. Mr. Dolney is also the
Secretary/Treasurer and a director since January 1999 of Floridino's
International Holdings, Inc., a public reporting company. During the past 18
years, Mr. Dolney has worked as an investment executive in the areas of
portfolio management, private placements and tax strategy. From 1996 to 1999,
Mr. Dolney served as a private investment consultant for various entities
throughout the United States. From November 1998 to December 2000, he was a
trader for Generic Trading of Philadelphia, LLC. From 1995 to 2000, Mr. Dolney
served as a private investment consultant for various entities throughout the
United States. From March 1997 to November 1998, he was a consultant for Vistra
Growth Partners. From August 1996 through March 1997, Mr. Dolney was an
investment executive with Werbel Roth Securities and from October 1995 to August
1996 he was an investor relations consultant for John Weil and Co. From 1990 to
1995, Mr. Dolney worked with AT Broad & Company in New York as an investment
executive identifying corporate finance and merger and acquisition candidates
for top management. From 1979 to 1981, Mr. Dolney was Assistant Operations
Manager with Merrill Lynch Pierce Fenner & Smith. Mr. Dolney graduated from
Hofstra University in 1979 with a Bachelors of Business Administration in
Finance and Economics.

Roman Fisher
------------

         Mr. Fisher has served as a director of the Company since January 2001
and its secretary since April 2001. Since January 2001, he has been Chief
Information Officer for Metropolitan Health Networks, Inc. and a director of
Floridino's International Holdings, Inc., a public reporting company, since July
2000. Mr. Fisher has gained his management experience as a founder and executive
officer of several private and public companies over the past 20 years. He is
Executive Vice-President of Bork Consulting Corporation, a private consulting
company where he is currently coordinating the consolidation of technology
driven companies through strategic planning and development. Mr. Fisher was
President and a Director of Globatron Corporation., a publicly traded
telecommunications company (formerly known as Win-Gate Equity Group, Inc.) from
its inception in May 1996 until January 2000 and served on its Board of
Directors until October 2000, and the

                                       8
<PAGE>

Board of Directors of Investors Street, a NASD member broker-dealer. From 1985
to 1998, he was an executive with Metropolitan Health Networks, a publicly
traded company, where he was responsible for implementing database management,
computer systems as well as the design and development of the corporate web
site. He received a Masters of Science degree from Nova University in 1984 and
his law degree from the University of Basel, Switzerland in 1972.

         To the best knowledge of management, during the past five years, no
present or former director or executive officer of the Company:

         (1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed by
a court for the business or present of such a person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an executive
officer within two years before the time of such filing;

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

         (3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him form or otherwise limiting, the
following activities:

                  (i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the foregoing, or as
an investment advisor, underwriter, broker or dealer in securities, or as an
affiliated person, director of any investment company, or engaging in or
continuing any conduct or practice in connection with such activity; (ii)
engaging in any type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity or in
connection with any violation of federal or state securities laws or federal
commodity laws;

         (4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;

         (5) was found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in subsequently reverse d, suspended, or
vacate;

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


                                       9

<PAGE>

         (b)  Directorships.

         The current directors hold directorships in Floridino's International
Holdings, Inc., a public reporting company with a class of securities registered
pursuant to Section 12 of the Exchange Act.

         (c)      Identification of Certain Significant Employees.

                  None

         (d)      Family Relationships.

                  None

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

         Directors, officers, and beneficial owners of more than 10% of any
class of equity securities of the Company registered pursuant to Section 12 of
the Securities Act of 1933, as amended, are required to file on a timely basis
certain reports under Section 16 of the Exchange Act as to their beneficial
ownership of the Company's common stock. The Initial Statements of Beneficial
Ownership on Form 3 for Messrs. Dolney and Fisher were timely filed on January
29, 2001.

   Option Grants in 2000

         There were no options granted in the fiscal year ended February 28,
2001.

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

         (a)      Security Ownership of Certain Beneficial Owners.

         The following table sets forth, as of June 1, 2001 the ownership of
Common Stock by those persons who beneficially own 5% or more of the outstanding
shares of Common Stock:

<TABLE>
<CAPTION>
Title             Name and Address of                Amount and Nature of                        Percent
of Class          Beneficial Owner                   Beneficial Ownership                        of Class(1)
--------          ----------------                   --------------------                        --------
<S>               <C>                                         <C>                                <C>
Common            Hagit Bernstein (2)                         320,000                            28.6%
                  16133 Ventura Blvd.
                  Encino, California 91436

Common            Raphi Shram (3)                             320,000                            28.6%
                  41 Edmond Seager Drive
                  Thornhill, Ontario, Canada
                  L4JSB1

Common            Amnon Even (3)                              240,000                            21.4%
                  11270 Exposition Blvd.
                  Suite 64151
                  Los Angeles, California 90064

</TABLE>

--------------------------------
(1)   Percent of class is based on 1,121,000 shares of Common Stock outstanding
      as of June 1, 2001.
(2)   Ms. Bernstein resigned as an officer and director in April 2001.
(3)   Messrs. Schram and Even resigned as officers and directors in
      January 2001.

                                       10
<PAGE>

         (b)      Security Ownership of Management.

         The following table sets forth, as of June 1, 2001 the beneficial
Common Stock ownership of all directors, executive officers, and of all
directors and officers as group:

<TABLE>
<CAPTION>

Title             Name and Address of                Amount and Nature of                        Percent
of Class          Beneficial Owner                   Beneficial Ownership                        of Class (1)
--------          ----------------                   --------------------                        --------
<S>               <C>                                         <C>                                <C>
Common            Frank Dolney (2)                            0                                  0%
                  4291 Old Nine Foot Road
                  Winter haven, Florida 33880


Common            Roman Fisher (2)                            0                                  0%
                  3100 N. Ocean Blvd., #809
                  Fort Lauderdale, Florida 33308

Common            All Officers and Directors as               0                                  0%
                  a Group (two (2) individuals)
</TABLE>

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

(1)   Percent of class is based on 1,121,000 shares of Common Stock outstanding
      as of June 1, 2001.
(2)   Messrs. Dolney and Fisher were appointed directors upon the resignations
      of Messrs. Schram and Even in January 2001 and as officers upon the
      resignation of Ms. Bernstein in April 2001.


         (c)      Changes in Control.

         Except as described in this Report there are no arrangements, known to
the Company, including any pledge by any person of securities of the Company or
of any of its parents, the operation of which may at a subsequent date result in
a change in control of the Company.

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.

         Messrs. Dolney and Fisher, the officers and directors of the Company,
have agreed to advance the necessary funds, without interest, for the Company to
comply with the Exchange Act provided that they are officers and directors of
the Company when the obligation is incurred. All advances will be interest-free.

                                       11

<PAGE>


Item 13.          Exhibits.

         (a)      The following exhibits are filed as a part of this Report:

                  3 Articles of Incorporation dated March 12, 1996, filed as an
                  exhibit and incorporated by reference, to the Company's Form
                  10-SB filed on January 20, 2000.

                  3.1 Certificate of Amendment to the Articles of Incorporation
                  dated January 12, 2000, filed as an exhibit and incorporated
                  by reference, to the Company's Form 10- SB filed on January
                  20, 2000.

                  3.2 Bylaws of the Company, filed as an exhibit and
                  incorporated by reference, to the Company's Form 10-SB filed
                  on January 20, 2000.

                  12 Lock-up Agreements of Hagit Bernstein, Raphi Shram and
                  Amnon Even, filed as exhibits and incorporated by reference,
                  to the Company's Form 10-SB filed on January 20, 2000.


         (b)      Reports on Form 8-K
                  -------------------

         A report on Form 8-K was filed on May 7, 2001 and is incorporated
herein by this reference.



                                       12
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        SOLAR ENTERPRISES, INC.

Date:  June 7, 2001                     By: /s/ Frank Dolney
                                           -------------------------------------
                                                Frank Dolney
                                                President and Principal
                                                Financial Officer

         In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



/s/ Frank Dolney                                              June 7, 2001
----------------                                              ------------
Frank Dolney                                                      Date
Director

/s/ Roman Fisher                                              June 7, 2001
----------------                                              ------------
Roman Fisher                                                      Date
Secretary & Director








                                       13

<PAGE>



DONAHUE ASSOCIATES, L.L.P.
27 Beach Road, Monmouth Beach, NJ 07750
Phone/fax: 732-229-7723


                           Independent Auditor's Report

To the Shareholders,
Solar Enterprises, Inc.


We have audited the accompanying balance sheet of Solar Enterprises, Inc. as of
February 28, 2001 and the related statements of operations, changes in
shareholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of Solar Enterprises, Inc. for the years ended February 29,
2000, February 28, 1999, and February 28, 1998, were audited by other auditors
whose report, dated May 30, 2000, expressed an unqualified opinion on those
financial statements and is included herein.

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 presented are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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 Solar Enterprises, Inc. as of
February 28, 2001 and the results of operations, changes in shareholders'
equity, and cash flows for the year then ended in conformity with generally
accepted accounting principles consistently applied.

As further discussed in Note 6 of the financial statements, the Company has been
in the development stage since its inception on March 12, 1996. Realization of
assets and satisfaction of liabilities is dependent upon the Company's ability
to achieve profitability. These factors raise substantial doubt as to the
Company's ability to continue as a going concern.



Donahue Associates L.L.P.
Monmouth Beach, NJ.
May 31, 2001

                                      F-1


<PAGE>

                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                                  Balance Sheet
                              As of the Years Ended

<TABLE>
<CAPTION>
                                                                                                                  Unaudited
                                                          28-Feb-01     29-Feb-00     28-Feb-99     28-Feb-98     28-Feb-97
<S>                                                        <C>           <C>           <C>           <C>           <C>
ASSETS

  Current assets:
     Cash                                                  $     0       $     0       $     0       $     0       $     0
                                                           -------       -------       -------       -------       -------
         Total Current Assets                                    0             0             0             0             0
                                                           -------       -------       -------       -------       -------
         Total Assets                                      $     0       $     0       $     0       $     0       $     0
                                                           =======       =======       =======       =======       =======


LIABILITIES & SHAREHOLDERS' EQUITY

  Current liabilities:
     Accounts payable                                      $ 2,413       $     0       $     0       $     0       $     0
     Advance payable to officer                              1,000         1,000             0             0             0
                                                           -------       -------       -------       -------       -------
         Total Current Liabilities                           3,413         1,000             0             0             0


  Shareholders' Equity:
     Common stock, stated value $0.001; authorized
       75,000,000 shares, issued and outstanding
       1,121,000 shares at February 28th                     1,121         1,121         1,121         1,121         1,121
     Accumulated deficit during the development stage       (4,534)       (2,121)       (1,121)       (1,121)       (1,121)
                                                           -------       -------       -------       -------       -------
             Total shareholders deficit                     (3,413)       (1,000)            0             0             0
                                                           -------       -------       -------       -------       -------
         Total Liabilities & Shareholders' Equity          $     0       $     0       $     0       $     0       $     0
                                                           =======       =======       =======       =======       =======
</TABLE>







Please see the accompanying notes to the financial statements.

                                      F-2

<PAGE>


                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                             Statement of Operations
                               For the Years Ended

<TABLE>
<CAPTION>
                                                                                                               Unaudited
                                           28-Feb-01         29-Feb-00         28-Feb-99        28-Feb-98       28-Feb-97
<S>                                       <C>               <C>               <C>              <C>              <C>
Sales revenues                            $         0       $         0       $         0      $         0      $         0
                                          -----------       -----------       -----------      -----------      -----------

Total revenues                                      0                 0                 0                0                0

Less administrative expenses                    2,413             1,000                 0                0            1,121
                                          -----------       -----------       -----------      -----------      -----------

Net loss before income tax provision           (2,413)           (1,000)                0                0           (1,121)

Provision for income tax                            0                 0                 0                0                0
                                          -----------       -----------       -----------      -----------      -----------


Net Loss                                  $    (2,413)      $    (1,000)      $         0      $         0      $    (1,121)
                                          ===========       ===========       ===========      ===========      ===========


Earnings per common share:
Basic and fully diluted                   $     (0.00)      $     (0.00)      $      0.00      $      0.00      $     (0.00)

Weighted average of common shares:
Basic and fully diluted                     1,121,000         1,121,000         1,121,000        1,121,000        1,056,504
</TABLE>









Please see the accompanying notes to the financial statements.

                                      F-3


<PAGE>

                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                             Statement of Cash Flows
                               For the Years Ended

<TABLE>
<CAPTION>
                                                                                                                 Unaudited
                                                       28-Feb-01     29-Feb-00      28-Feb-99     28-Feb-98      28-Feb-97
<S>                                                     <C>           <C>           <C>          <C>          <C>
Operating Activities:
  Net income (loss)                                     $(2,413)      $(1,000)      $     0      $     0      $(1,121)

Changes in other operating assets and liabilities:
    Accounts payable                                      2,413             0             0            0            0
                                                        -------       -------       -------      -------      -------

Net cash used by operations                                   0        (1,000)            0            0       (1,121)

Financing Activities:
     Issuance of common stock                                 0             0             0            0        1,121
     Advance from officer                                     0         1,000             0            0            0
                                                        -------       -------       -------      -------      -------

Net cash provided by financing activities                     0         1,000             0            0        1,121
                                                        -------       -------       -------      -------      -------

Net decrease in cash during fiscal year                       0             0             0            0            0

Cash balance at beginning of fiscal year                      0             0             0            0            0
                                                        -------       -------       -------      -------      -------

Cash balance at end of fiscal year                      $     0       $     0       $     0      $     0      $     0
                                                        =======       =======       =======      =======      =======


Supplemental disclosures of cash flow information:
     Interest paid during the fiscal year               $     0       $     0       $     0      $     0      $     0
     Income taxes paid during the fiscal year           $     0       $     0       $     0      $     0      $     0
</TABLE>










Please see the accompanying notes to the financial statements.

                                      F-4

<PAGE>

                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                  Statement of Changes in Shareholders' Equity
                      From Inception to February 28, 2001

<TABLE>
<CAPTION>
                                                                                Accumulated
                                                                                 Deficit
                                                                                 During
                                             Common           Stated          Development
                                             Shares            Value             Stage           Total
<S>                                         <C>             <C>              <C>              <C>
Balance at inception, March 12, 1996                0       $        0       $        0       $        0

Issuance of common stock                    1,121,000            1,121                             1,121

Net income (loss) for the fiscal year                                            (1,121)          (1,121)
                                           ----------       ----------       ----------       ----------

Balance at February 28, 1997                1,121,000            1,121           (1,121)               0

Net income (loss) for the fiscal year                                                 0                0
                                           ----------       ----------       ----------       ----------

Balance at February 28, 1998                1,121,000            1,121           (1,121)               0

Net income (loss) for the fiscal year                                                 0                0
                                           ----------       ----------       ----------       ----------

Balance at February 28, 1999                1,121,000            1,121           (1,121)               0

Net income (loss) for the fiscal year                                            (1,000)          (1,000)
                                           ----------       ----------       ----------       ----------

Balance at February 29, 2000                1,121,000            1,121           (2,121)          (1,000)

Net income (loss) for the fiscal year                                            (2,413)          (2,413)
                                           ----------       ----------       ----------       ----------

Balance at February 28, 2001                1,121,000       $    1,121       ($   4,534)      ($   3,413)
                                           ==========       ==========       ==========       ==========
</TABLE>






Please see the accompanying notes to the financial statements.

                                      F-5

<PAGE>

                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                        Notes to the Financial Statements


Note 1- Organization and Summary of Significant Accounting Policies

Solar Enterprises, Inc., (the Company), was organized in the state of Nevada in
March 1996. The Company has had no business operations to date.

Use of Estimates- The preparation of the financial statements in conformity
with generally accepted accounting principals requires management to make
certain 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 may differ from these estimates.

Development Stage Company- The Company has no revenues since its inception and
its activities have been limited to a developmental nature. The Company has
therefore treated its activities as a development stage company as per Statement
of Financial Accounting Standards (SFAS) No. 7, Accounting and reporting by
Development Stage Enterprises. As per SFAS No.7, financial transactions are
accounted for as per generally accepted accounted principles. Costs incurred
during the development stage are accumulated in "losses accumulated during the
development stage" and are reported in the Shareholders' Equity section of the
balance sheet. The financial statements present each fiscal year of operations
since the Company's inception.

Income taxes- The Company accounts for income taxes in accordance with the
Statement of Accounting Standards No. 109 (SFAS No. 109), "Accounting for Income
Taxes". SFAS No. 109 requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between financial statement
and income tax bases of assets and liabilities that will result in taxable
income or deductible expenses in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets and liabilities to the amount expected to be realized.
Income tax expense is the tax payable or refundable for the period adjusted for
the change during the period in deferred tax assets and liabilities.

Recent Pronouncements- In June 1998, the FASB issued SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities. This statement establishes
accounting and reporting standards for derivative instruments and requires
recognition of all derivative assets and liabilities in the statement of
financial position and measurement of these instruments at fair value. The
statement is effective for the Company in the year ended February 28, 2001.
Management believes that the adoption of SFAS No. 133 will not have a material
impact on the financial position of the Company or its results of operations and
changes in cash flows.

                                      F-6


<PAGE>

Note 3- Net Loss Per Share

The Company applies SFAS No. 128, Earnings Per Share, to calculate net loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based upon the weighted average of common shares outstanding during the
fiscal year. The Company has no financial instruments outstanding that are
convertible into common stock at February 28, 2001.

Note 4- Commitments and Contingencies

The Company is not committed to any non-cancelable operating leases at February
28, 2001.

Note 5- Litigation

The Company has no legal proceedings against it nor is aware of any pending,
threatened or contemplated, or unsatisfied judgements against it.

Note 6- Going Concern

The accompanying financial statements have been presented in accordance with
generally accepted accounting principles, which assumes the continuity of the
Company as a going concern. However, during the twelve months ended February 28,
2001 and in the prior several fiscal years, the Company has had no business
operations. The Company has incurred net losses of $4,534 from inception through
February 28, 2001.

Management's plans with regard to this matter is as follows:

The Company's plan is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity which desires to seek the perceived
advantages of a corporation which has a class of securities registered under the
Securities Exchange Act of 1934 (the "Exchange Act"). Management does not intend
to restrict the search to any specific business, industry, or geographical
location and the Company may participate in a business venture of virtually any
kind or nature. Management anticipates that it will be able to participate in
only one potential business venture because the Company has nominal assets and
limited financial resources.

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 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.

                                      F-7

<PAGE>

Note 7- Provision for Income Taxes


Provision for income taxes is comprised of the following for the years ended:

<TABLE>
<CAPTION>
                                                                                                                       Unaudited
                                                          28-Feb-01      29-Feb-00       28-Feb-99      28-Feb-98      28-Feb-97
<S>                                                        <C>            <C>            <C>            <C>            <C>
Net income (loss) before provision for income taxes        $(2,413)       $(1,000)       $     0        $     0        $(1,121)
                                                           =======        =======        =======        =======        =======

Current tax expense:

Federal                                                    $     0        $     0        $     0        $     0        $     0
State                                                            0              0              0              0              0
                                                           -------        -------        -------        -------        -------

Total                                                      $     0        $     0        $     0        $     0        $     0

Less deferred tax benefit:

Federal loss carry-forward                                    (751)          (220)          (247)          (247)          (247)
State loss tax carry-forward                                     0              0              0              0              0
Allowance for recoverability                                   751            220            247            247            247
                                                           -------        -------        -------        -------        -------

Provision for income taxes                                 $     0        $     0        $     0        $     0        $     0
                                                           =======        =======        =======        =======        =======


A reconciliation of provision for income taxes at the
  statutory rate to provision for income taxes at the
  Company's effective tax rate is as follows:


Statutory U.S. federal rate                                     22%            22%            22%            22%            22%
Statutory state and local income tax                             0%             0%             0%             0%             0%
Less allowance for tax recoverability                          -22%           -22%           -22%           -22%           -22%
                                                           -------        -------        -------        -------        -------

Effective rate                                                   0%             0%             0%             0%             0%
                                                           =======        =======        =======        =======        =======


Deferred income taxes are comprised of the following:


Federal loss carry-forward                                 $   751        $   220        $   247        $   247        $   247
State loss tax carry-forward                                     0              0              0              0              0
Allowance for recoverability                                  (751)          (220)          (247)          (247)          (247)
                                                           -------        -------        -------        -------        -------

Deferred tax benefit                                       $     0        $     0        $     0        $     0        $     0
                                                           =======        =======        =======        =======        =======
</TABLE>

The state of Nevada has no income tax. In addition, the deferred tax benefit
arising from loss carry-forwards will expire in fiscal year 2020. The deferred
tax benefit to be realized may be limited as per current IRS statutes.

                                      F-8

<PAGE>

Note 8- Related Party Transaction

During fiscal year 2000, the then president and majority shareholder advanced
the Company $1,000 to pay for administrative costs at no stated interest.

Note 9- Concentration of Credit Risk

The president and majority shareholder provides various administrative services
on behalf of the Company in addition to committing to provide necessary funds to
the Company to pay for administrative services. A withdrawal of support from the
majority shareholder could have a substantial adverse impact on the financial
condition of the Company and its ability to operate as a going concern.

Note 10- Common Stock Split

In January 2000, the Company effected a 100 for 1 forward split of the issued
and outstanding shares of common stock. As a result, the issued and outstanding
shares increased to 1,121,000 with a stated value of $0.001 per share. Per share
amounts in the statement of operations have been retroactively adjusted for the
affects of the forward split for comparative purposes.

Note 11- Subsequent Event

In April 2001, the Company's sole officer, who was also a director, resigned and
her officer positions were filled by the two remaining directors of the Company.