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

                                   Form 10-KSB

(Mark One)

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

     For the fiscal year ended September 30, 2000

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

Commission file no.:  000-29229

                              Pizza Group, Inc. #1
        ----------------------------------------------------------------
                 (Name of small business issuer in its charter)

           Florida                                          65-0950424
-------------------------------                          -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

4718 Lillian Avenue
Palm Beach Gardens, FL                                        33418
---------------------------------------                    ----------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number: (561) 694-9425

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

 Title of each class                              Name of each exchange on
                                                         which registered
 None
-------------------------                         -------------------------

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

                         Common Stock, $.0001 par value
                                (Title of class)
                             ----------------------

Copies of Communications Sent to:
                                      Donald F. Mintmire, Esq.
                                      Mintmire & Associates
                                      265 Sunrise Ave., Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696
                                      Fax: (561) 659-5371



<PAGE>


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 registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

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

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

State issuer's revenues for its most recent fiscal year. $ 0.00.

Of the 5,650,000 shares of voting stock of the registrant issued and outstanding
as of September 30, 2000,  1,000,000 shares are held by non-affiliates.  Because
of the  absence of an  established  trading  market for the  voting  stock,  the
registrant is unable to calculate the aggregate market value of the voting stock
held by non-affiliates as of a specified date within the past 60 days.



<PAGE>



                            SUMMARY TABLE OF CONTENTS

                                     PART I


Item 1.  Description of Business.

Item 2.  Description of Property.

Item 3.  Legal Proceedings.

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


                                     PART II

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

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

Item 7.  Financial Statements.

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

                                    PART III

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

Item 10. Executive Compensation.

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

Item 12. Certain Relationships and Related Transactions.

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







<PAGE>



                                     PART I

Item 1. Description of Business

Business Development

         Pizza Group,  Inc. #1 (the  "Company")  was organized on April 1, 1991,
under the laws of the State of Florida, having the stated purpose of engaging in
any lawful activities.  The Company was formed with the contemplated  purpose of
engaging in the marketing and distribution of pizzas.  The Company failed in its
attempt  to  implement  its  initial  business  plan and  during  November  1991
abandoned its efforts.  The Company had no operations for the period to November
1991 to the date of  reinstatement  by the State of  Florida  in October 1, 1999
that affect the balances reflected in the financial  statements as of October 1,
1999.

         The Company  adopted a new business plan on or about  December 1, 1999,
which is to  engage in  seeking  potential  operating  businesses  and  business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.

         The Company never engaged in an active trade or business throughout the
period from 1995 until just  recently.  On April 1, 1991, the Company issued 930
shares  of its  Common  Stock  (in lieu of cash)  for the fair  market  value of
services rendered by its initial stockholders. On November 14, 1999, the Company
effected  a  forward  split at the rate of 5,000  shares  for each one (1) share
issued and outstanding  bringing the total issued and outstanding  thereafter to
4,650,000.  On December 29, 1999 the Company sold a total of 1,000,000 shares of
its Common Stock for the sum of $10,000.

         The $6,000.00 in  professional  fees includes the costs and expenses of
legal and accounting  services associated with the preparation and filing of the
registration statement.

         At December 15, 2000 the Company had  authorized  50,000,000  shares of
$0001 par value common stock and had 5,650,000 shares of common stock issued and
outstanding.  In addition the Company authorized  10,000,000 shares of preferred
stock with the specific terms,  conditions,  limitations,  and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of December 15, 2000.

         The Company then began to consider and investigate  potential  business
opportunities. The Company is considered a development stage company and, due to
its status as a "shell" corporation, its principal business purpose is to locate
and consummate a merger or  acquisition  with a private  entity.  Because of the
Company's  current  status  of having  limited  assets  and no recent  operating
history,  in the event the Company  does  successfully  acquire or merge with an
operating  business  opportunity,  it  is  likely  that  the  Company's  present
shareholders will experience  substantial  dilution and there will be a probable
change in control of the Company.

         On November 14,  1999,  the Company also  determined  it should  become
active in seeking potential operating businesses and business opportunities with
the intent to acquire or merge with such businesses.


<PAGE>



         Any target  acquisition or merger  candidate of the Company will become
subject to the same reporting  requirements as the Company upon  consummation of
any such business combination.  Thus, in the event that the Company successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business must provide audited  financial  statements for at
least  the two most  recent  fiscal  years,  or in the event  that the  combined
operating  business has been in business less than two years,  audited financial
statements  will  be  required  from  the  period  of  inception  of the  target
acquisition or merger candidate.

         The Company's  principal  executive offices are located at 4718 Lillian
Avenue, Palm Beach Gardens, FL 33418 and its telephone number is (561) 694-9425.

Business of Issuer

         The Company has no recent operating  history and no  representation  is
made,  nor is any  intended,  that the  Company  will be able to carry on future
business activities  successfully.  Further,  there can be no assurance that the
Company  will have the ability to acquire or merge with an  operating  business,
business opportunity or property that will be of material value to the Company.

         Management   plans  to   investigate,   research   and,  if  justified,
potentially   acquire  or  merge  with  one  or  more   businesses  or  business
opportunities.  The Company currently has no commitment or arrangement,  written
or oral,  to  participate  in any business  opportunity  and  management  cannot
predict  the nature of any  potential  business  opportunity  it may  ultimately
consider.   Management  will  have  broad  discretion  in  its  search  for  and
negotiations with any potential business or business opportunity.

Sources of Business Opportunities

         The Company  intends to use various sources in its search for potential
business opportunities including its officer and director, consultants,  special
advisors,  securities  broker-dealers,   venture  capitalists,   member  of  the
financial  community  and others who may  present  management  with  unsolicited
proposals.  Because  of the  Company's  limited  capital,  it may not be able to
retain on a fee basis professional  firms specializing in business  acquisitions
and  reorganizations.  Rather,  the  Company  will most  likely  have to rely on
outside  sources,  not otherwise  associated with the Company,  that will accept
their compensation only after the Company has finalized a successful acquisition
or  merger.  The  Company  will rely upon the  expertise  and  contacts  of such
persons,  will use notices in written publications and personal contacts to find
merger and acquisition  candidates,  the exact number of such contacts dependent
upon the skill and industriousness of the participants and the conditions of the
marketplace. None of the participants in the process will have any past business
relationship  with management.  To date, the Company has not engaged nor entered
into any definitive  agreements nor  understandings  regarding  retention of any
consultant to assist the Company in its search for business  opportunities,  nor
is management presently in a position to actively seek or retain any prospective
consultants for these purposes.

         The Company does not intend to restrict its search to any specific kind
of industry or business.  The Company may investigate  and ultimately  acquire a
venture  that  is in  its  preliminary  or  development  stage,  is  already  in
operation, or in various stages of its corporate existence and


<PAGE>



development.  Management cannot predict at this time the status or nature of any
venture in which the Company may  participate.  A potential  venture  might need
additional capital or merely desire to have its shares publicly traded. The most
likely  scenario  for  a  possible   business   arrangement  would  involve  the
acquisition  of,  or  merger  with,  an  operating  business  that does not need
additional  capital,  but which  merely  desires to  establish a public  trading
market for its shares.  Management  believes  that the Company  could  provide a
potential public vehicle for a private entity  interested in becoming a publicly
held  corporation  without the time and  expense  typically  associated  with an
initial public offering.

Evaluation

         Once the  Company has  identified  a  particular  entity as a potential
acquisition  or merger  candidate,  management  will seek to  determine  whether
acquisition  or  merger  is  warranted  or  whether  further   investigation  is
necessary.  Such determination will generally be based on management's knowledge
and  experience,  (limited  solely to working  history - See "Item 5. Directors,
Executive  Officers,  etc.") or with the  assistance  of  outside  advisors  and
consultants evaluating the preliminary information available to them. Management
may elect to engage  outside  independent  consultants  to  perform  preliminary
analysis of potential business opportunities.  However, because of the Company's
limited  capital  it may  not  have  the  necessary  funds  for a  complete  and
exhaustive  investigation  of any particular  opportunity.  Management  will not
devote  full time to  finding a merger  candidate,  will  continue  to engage in
outside unrelated  activities,  and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.

         In evaluating such potential business  opportunities,  the Company will
consider,  to the extent relevant to the specific  opportunity,  several factors
including  potential  benefits  to the  Company  and its  shareholders;  working
capital,  financial  requirements  and  availability  of  additional  financing;
history of  operation,  if any;  nature of  present  and  expected  competition;
quality and experience of management; need for further research,  development or
exploration;  potential for growth and  expansion;  potential  for profits;  and
other factors deemed relevant to the specific opportunity.

         Because the Company has not located or identified any specific business
opportunity  as of the date hereof,  there are certain  unidentified  risks that
cannot  be  adequately  expressed  prior  to the  identification  of a  specific
business  opportunity.  There can be no assurance following  consummation of any
acquisition  or merger  that the  business  venture  will  develop  into a going
concern  or, if the  business  is already  operating,  that it will  continue to
operate successfully.  Many of the potential business opportunities available to
the  Company  may  involve  new  and  untested  products,  processes  or  market
strategies which may not ultimately prove successful.

Form of Potential Acquisition or Merger

         Presently  the  Company  cannot  predict  the  manner in which it might
participate  in a prospective  business  opportunity.  Each  separate  potential
opportunity  will be reviewed  and,  upon the basis of that  review,  a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that  opportunity,  the  respective  needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual


<PAGE>



participation  in a  business  venture  may take the form of an asset  purchase,
lease,  joint venture,  license,  partnership,  stock purchase,  reorganization,
merger or consolidation.  The Company may act directly or indirectly  through an
interest in a partnership,  corporation, or other form of organization, however,
the Company does not intend to participate in opportunities through the purchase
of minority stock positions.

         Because of the Company's  current status and recent inactive status for
the  prior two (2)  years,  and its  concomitant  lack of  assets  and  relevant
operating  history,  it is likely that any potential  merger or acquisition with
another operating  business will require  substantial  dilution to the Company's
existing shareholders  interests.  There will probably be a change in control of
the Company,  with the incoming  owners of the  targeted  merger or  acquisition
candidate taking over control of the Company. Management has not established any
guidelines  as to the amount of control  it will offer to  prospective  business
opportunity  candidates,  since this issue will depend to a large  degree on the
economic  strength and  desirability  of each candidate,  and the  corresponding
relative bargaining power of the parties.  However,  management will endeavor to
negotiate the best possible terms for the benefit of the Company's  shareholders
as the case arises.

         Management may actively  negotiate or otherwise consent to the purchase
of any portion of their common stock as a condition to, or in connection with, a
proposed merger or acquisition.  In such an event, existing shareholders may not
be afforded an opportunity to approve or consent to any particular stock buy-out
transaction.  However the terms of the sale of shares held by present management
of the Company will be extended equally to all other current shareholders.

         Management  does not have any plans to borrow funds to  compensate  any
persons,  in  conjunction  with its  efforts  to find and  acquire or merge with
another business opportunity. Management does not have any plans to borrow funds
to pay compensation to any prospective  business  opportunity,  or shareholders,
management,  creditors, or other potential parties to the acquisition or merger.
In  either  case,  it is  unlikely  that the  Company  would  be able to  borrow
significant  funds for such purposes from any conventional  lending sources.  In
all  probability,  a  public  sale of the  Company's  securities  would  also be
unfeasible,  and management does not contemplate any form of new public offering
at this time. In the event that the Company does need to raise capital, it would
most likely have to rely on the private sale of its  securities.  Such a private
sale would be limited to persons exempt under the Commissions's  Regulation D or
other rule,  or provision for  exemption,  if any applies.  However,  no private
sales are  contemplated  by the Company's  management at this time. If a private
sale of the Company's securities is deemed appropriate in the future, management
will  endeavor  to acquire  funds on the best terms  available  to the  Company.
However,  there  can be no  assurance  that the  Company  will be able to obtain
funding when and if needed, or that such funding, if available,  can be obtained
on  terms  reasonable  or  acceptable  to the  Company.  The  Company  does  not
anticipate  using  Regulation S promulgated  under the Securities Act of 1933 to
raise any funds any time  within the next year,  subject  only to its  potential
applicability after consummation of a merger or acquisition.

         In the event of a successful  acquisition or merger, a finder's fee, in
the  form  of  cash  or  securities  of the  Company,  may be  paid  to  persons
instrumental in facilitating  the  transaction.  The Company has not established
any criteria or limits for the  determination  of a finder's fee,  although most
likely an  appropriate  finder's  fee will be  negotiated  between the  parties,
including the potential


<PAGE>



business  opportunity   candidate,   based  upon  economic   considerations  and
reasonable  value as estimated and mutually agreed upon at that time. A finder's
fee would only be payable upon completion of the proposed  acquisition or merger
in the normal case, and management does not contemplate any other arrangement at
this  time.  Current  management  has  not  in  the  past  used  any  particular
consultants, advisors or finders. Current management does not contemplate hiring
any  particular  consultant,  advisor or finder used by  management in the past.
Management  has not  actively  undertaken a search for,  nor  retention  of, any
finder's fee arrangement with any person. It is possible that a potential merger
or acquisition  candidate would have its own finder's fee arrangement,  or other
similar  business  brokerage or investment  banking  arrangement,  whereupon the
terms may be governed by a pre-existing  contract; in such case, the Company may
be limited in its ability to affect the terms of  compensation,  but most likely
the terms would be disclosed  and subject to approval  pursuant to submission of
the proposed  transaction  to a vote of the Company's  shareholders.  Management
cannot  predict any other terms of a finder's fee  arrangement  at this time. It
would be unlikely  that a finder's  fee payable to an  affiliate  of the Company
would be proposed because of the potential  conflict of interest issues. If such
a fee  arrangement  was proposed,  independent  management  and directors  would
negotiate the best terms  available to the Company so as not to  compromise  the
fiduciary duties of the affiliate in the proposed  transaction,  and the Company
would  require  that  the  proposed   arrangement  would  be  submitted  to  the
shareholders for prior ratification in an appropriate manner.

         Management does not contemplate that the Company would acquire or merge
with a business  entity in which any  officer or  director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior  ratification in an
appropriate   manner.  The  Company's   management  has  not  had  any  contact,
discussions,   or  other   understandings   regarding  any  particular  business
opportunity  at this time,  regardless  of any  potential  conflict  of interest
issues.  Accordingly,  the  potential  conflict  of  interest is merely a remote
theoretical possibility at this time.

Possible Blank Check Company Status

         While the Company may be deemed a "shell" company at this time, it does
not constitute a "blank check" company under pertinent securities law standards.
Accordingly,  the Company is not subject to securities  regulations imposed upon
companies  deemed to be "blank check  companies."  If the Company were to file a
registration  statement under  Securities Act of 1933 and, at such time,  priced
its  shares at less than  $5.00 per  share  and  continued  to have no  specific
business plan, it would then be classified as a blank check company.

         If in the  future the  Company  were to become a blank  check  company,
adverse consequences could attach to the Company. Such consequences can include,
but are not limited to, time  delays of the  registration  process,  significant
expenses to be incurred in such an  offering,  loss of voting  control to public
shareholders  and the inability or  unwillingness to comply with various federal
and state laws enacted for the  protection  of  investors,  including  so-called
"lock-up"  agreements pending consummation of a merger or acquisition that would
take it out of blank check company status.




<PAGE>



         Many states (excluding Florida where the Company is incorporated)  have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies  in their  respective  jurisdictions.  Management  does not  intend to
undertake any efforts to cause a market to develop in the  companies  securities
or to undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has  successfully  implemented  its business plan
described  herein.  In  the  event  the  Company  undertakes  the  filing  of  a
registration  statement under  circumstances that classifies it as a blank check
company  the  provisions  of Rule 419 and other  applicable  provisions  will be
complied with.

Rights of Shareholders

         The Company amended its Articles of  Incorporation on November 9, 1999,
to expressly  provide that the Board of Directors is authorized to enter into on
behalf  of the  corporation  and to bind  the  corporation  without  shareholder
approval, any and all acts approving the terms and conditions of a merger and/or
a share exchange,  and shareholders  affected thereby,  shall not be entitled to
dissenters rights with respect thereto under any applicable statutory dissenters
rights provision.  This provision expressly eliminates shareholder participation
in the merger and/or share  exchange  contemplated  by the Company and expressly
eliminates any shareholders dissenters rights.


Competition

         Because the Company has not  identified  any potential  acquisition  or
merger  candidate,  it is unable to  evaluate  the type and extent of its likely
competition.  The Company is aware that there are several other public companies
with only nominal  assets that are also  searching for operating  businesses and
other business opportunities as potential acquisition or merger candidates.  The
Company will be in direct  competition  with these other public companies in its
search for business  opportunities  and, due to the Company's  limited funds, it
may be difficult to successfully compete with these other companies.

Employees

         As of the date hereof,  the Company does not have any employees and has
no plans for  retaining  employees  until  such time as the  Company's  business
warrants the expense, or until the Company successfully  acquires or merges with
an operating  business.  The Company may find it necessary to periodically  hire
part-time clerical help on an as-needed basis.

Facilities

         The  Company  is  currently  using  at no cost to the  Company,  as its
principal place of business  offices of its current  management,  Noreen Wilson,
located in Palm Beach  Gardens,  Florida.  Although  the  Company has no written
agreement and pays no rent for the use of this facility, it is contemplated that
at such future time as an  acquisition or merger  transaction  may be completed,
the Company will secure  commercial  office space from which it will conduct its
business.  Until such an acquisition or merger,  the Company lacks any basis for
determining  the kinds of office  space or other  facilities  necessary  for its
future  business.  The  Company has no current  plans to secure such  commercial
office space.  It is also possible that a merger or acquisition  candidate would
have


<PAGE>



adequate  existing  facilities  upon  completion of such a transaction,  and the
Company's principal offices may be transferred to such existing facilities.

Industry Segments

         No information is presented regarding industry segments. The Company is
presently a development  stage  company  seeking a potential  acquisition  of or
merger with a yet to be identified  business  opportunity.  Reference is made to
the  statements  of income  included  herein  in  response  to Part II,  Item 7.
"Financial  Statements"  of this  Form  10-KSB  for a  report  of the  Company's
operating history for the past two fiscal years.

Item 2. Description of Property

         The information  required by this Item 2 is not applicable to this Form
10-KSB due to the fact that the  Company  does not own or control  any  material
property.  There are no preliminary agreements or understandings with respect to
office facilities in the future.

Item 3. Legal Proceedings

         The Company is currently not a party to any pending  legal  proceedings
and no such action by, or to the best of its knowledge,  against the Company has
been  threatened.  The Company was  inactive  from 1993 through the date of this
Form 10-KSB.


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

         No matter was  submitted  during the fourth  quarter of the fiscal year
ended  September  30,  2000,  covered by this report to a vote of the  Company's
shareholders, through the solicitation of proxies or otherwise.

                                     PART II

Item 5. Market For Common Equity and Other Shareholder Matters.

         No shares of the Company's common stock have previously been registered
with the  Securities and Exchange  Commission  (the  "Commission")  or any state
securities  agency or authority.  The Company intends to make application to the
NASD for the  Company's  shares  to be  quoted on the OTC  Bulletin  Board.  The
Company's application to the NASD will consist of current corporate information,
financial  statements  and other  documents  as  required  by Rule 15c211 of the
Securities Exchange Act of 1934, as amended. Inclusion on the OTC Bulletin Board
permits  price  quotation  for the  Company's  shares  to be  published  by such
service.

         The Company is not aware of any existing  trading market for its common
stock. The Company's common stock has never traded in a public market. There are
no plans,  proposals,  arrangements  or  understandings  with any person(s) with
regard  to  the  development  of a  trading  market  in  any  of  the  Company's
securities.


<PAGE>



         If  and  when  the   Company's   common   stock   is   traded   in  the
over-the-counter  market,  most  likely  the  shares  will  be  subject  to  the
provisions  of Section  15(g) and Rule 15g-9 of the  Securities  Exchange Act of
1934, as amended (the Exchange Act"),  commonly referred to as the "penny stock"
rule.  Section 15(g) sets forth certain  requirements  for transactions in penny
stocks and Rule  15g9(d)(1)  incorporates  the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.

         The Commission  generally defines penny stock to be any equity security
that  has a  market  price  less  than  $5.00  per  share,  subject  to  certain
exceptions.  Rule 3a51-1 provides that any equity security is considered to be a
penny  stock  unless  that  security  is:  registered  and  traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for  quotation on The NASDAQ  Stock  Market;  issued by a registered  investment
company;  excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible  assets;  or exempted from the definition by
the Commission.  If the Company's shares are deemed to be a penny stock, trading
in the shares  will be subject to  additional  sales  practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors,  generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse.

         For  transactions  covered by these rules,  broker-dealers  must make a
special  suitability  determination for the purchase of such securities and must
have received the purchaser's  written  consent to the transaction  prior to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.

         As of  September  30,  2000,  there  were 4  holders  of  record of the
Company's common stock.

         As of the date hereof, the Company has issued and outstanding 5,650,000
shares of common stock. Of this total, 1,000,000 shares may be sold or otherwise
transferred without  restriction  pursuant to the terms of Rule 144 ("Rule 144")
of the  Securities  Act of 1933,  as amended  (the "Act") since such shares were
originally  issued in transactions  more than two (2) years ago.  4,650,000 such
shares  remain  restricted  under  Rule 144  since  such  shares  are held by an
affiliate.

Dividend Policy

         The  Company  has  not   declared  or  paid  cash   dividends  or  made
distributions  in the past, and the Company does not anticipate that it will pay
cash dividends or make  distributions  in the  foreseeable  future.  The Company
currently intends to retain and reinvest future earnings, if any, to finance its
operations.


<PAGE>



Public Quotation of Stock

         The  Company  has not as of this  date,  but  intends to request in the
immediate  future a  broker-dealer  who has not been identified at this time, to
act as a market maker for the Company's securities. Thus far the Company has not
requested  a market  maker to submit the  Company's  Form 10-SB to the  National
Association  of  Securities  Dealers  and to  serve as a  market  maker  for the
Company's Common Stock. The Company  anticipates that other market makers may be
requested to participate  at a later date. The Company will not use  consultants
to obtain market makers. There have been no preliminary  discussions between the
Company,  or anyone  acting on its behalf,  and any market maker  regarding  the
future trading market for the Company.  It is anticipated  that the market maker
will be contacted  prior to an  acquisition  or merger and only by management of
the Company.

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

         The Company is  considered  a  development  stage  company with limited
assets or capital,  and with no operations or income since  approximately  1996.
The  costs and  expenses  associated  with the  preparation  and  filing of this
registration statement and other operations of the Company have been paid for by
a  shareholder,  specifically  Noreen Wilson (see Item 4, Security  Ownership of
Certain  Beneficial  Owners and  Management - Noreen  Wilson is the  controlling
shareholder).  Ms. Wilson has agreed to pay future costs  associated with filing
future  reports under Exchange Act of 1934 if the Company is unable to do so. It
is  anticipated  that the Company will require only nominal  capital to maintain
the corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's  existing  shareholders  or its sole officer
and director in the immediate future.  Current shareholders have not agreed upon
the terms  and  conditions  of future  financing  and such  undertaking  will be
subject to future negotiations,  except for the express commitment of Ms. Wilson
to fund  required 34 Act  filings.  Repayment  of any such  funding will also be
subject to such negotiations.  However, unless the Company is able to facilitate
an  acquisition  of or merger  with an  operating  business or is able to obtain
significant  outside financing,  there is substantial doubt about its ability to
continue as a going concern.

         In the  opinion of  management,  inflation  has not and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

         Management  plans currently  provide for experts to secure a successful
acquisition  or merger  partner so that it will be able to  continue  as a going
concern. In the event such efforts are unsuccessful,  contingent plans have been
arranged to provide that the current Director of the Company is to fund required
future  filings under the 34 Act, and existing  shareholders  have  expressed an
interest in  additional  funding if necessary to continue the Company as a going
concern.

Plan of Operation

         During the next twelve months, the Company will actively  seek  out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business ventures. In


<PAGE>



its search for business  opportunities,  management  will follow the  procedures
outlined in Item 1 above.  Because the  Company  has  limited  funds,  it may be
necessary  for the sole  officer  and  director to either  advance  funds to the
Company  or  to  accrue  expenses  until  such  time  as a  successful  business
consolidation can be made.  Management intends to hold expenses to a minimum and
to obtain services on a contingency basis when possible.  Further, the Company's
directors  will  defer any  compensation  until such time as an  acquisition  or
merger can be  accomplished  and will  strive to have the  business  opportunity
provide their remuneration.  However, if the Company engages outside advisors or
consultants  in its search for business  opportunities,  it may be necessary for
the Company to attempt to raise  additional  funds.  As of the date hereof,  the
Company has not made any  arrangements  or definitive  agreements to use outside
advisors or consultants  or to raise any capital.  In the event the Company does
need to raise capital most likely the only method available to the Company would
be the private sale of its securities. Because of the nature of the Company as a
development  stage  company,  it is unlikely that it could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on terms acceptable to the Company.

         The Company  does not intend to use any  employees,  with the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Item 7. Financial Statements

         The Company's  financial  statements for the years ended  September 30,
2000 have been examined to the extent indicated in their reports by Dorra, Shaw,
& Dugan, independent certified accountants, and have been prepared in accordance
with generally accepted accounting  principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange  Commission and are included  herein,
on Page F-1 of this Form 10-KSB.












<PAGE>






                              PIZZA GROUP, INC. #1

                                TABLE OF CONTENTS



                                                                    Page


       Independent Auditor's Report                                 F-1


       Balance Sheet                                                F-2


       Statement of Operations and Deficit Accumulated
          During the Development Stage                              F-3


       Statement of Changes in Stockholders' Equity                 F-4


       Statement of Cash Flows                                      F-5


       Notes to Financial Statements                                F-6



<PAGE>



                               Dorra Shaw & Dugan
                          Certified Public Accountants


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Pizza Group, Inc. #1
Palm Beach, Florida


We have  audited  the  accompanying  balance  sheet of Pizza  Group,  Inc. #1 (a
Florida  corporation  and a development  stage company) as of September 30, 2000
and the  related  statements  of  operations,  deficit  accumulated  during  the
developmental stage, cash flows and changes in stockholders' equity for the year
then ended.  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 Pizza Group,  Inc. #1 as of
September  30,  2000 and the  results of its  operations  and its cash flows and
changes  in  stockholders'  equity for the year then  ended in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since its inception. The Company's financial
position and  operating  results  raise  substantial  doubt about its ability to
continue as a going concern.  Management's plan regarding those matters also are
described in Note D. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ Dorra Shaw & Dugan
Certified Public Accountants
December 27, 2000


                  270 South County Road * Palm Beach, FL 33480
                  Telephone (561) 822-9955 * Fax (561) 832-7580
                              Website: dsd-cpa.com
                                       F-1



<PAGE>




<TABLE>
<CAPTION>
PIZZA GROUP, INC. #1
(A Development Stage Company)

BALANCE SHEET





September 30,                                                                       2000
------------------------------------------------------------------------------- ----------------
<S>                                                                             <C>
ASSETS

Current Assets:
    Cash                                                                        $         4,850
--- --------------------------------------------------------------------------- ----------------

TOTAL CURRENT ASSETS                                                                      4,850
------------------------------------------------------------------------------- ----------------

                                                                                $         4,850
--- --------------------------------------------------------------------------- ----------------


LIABILITIES

Current Liabilities:
    Accrued expenses                                                            $         1,500
--- --------------------------------------------------------------------------- ----------------


TOTAL CURRENT LIABILITIES                                                                 1,500
------------------------------------------------------------------------------- ----------------

                                                                                          1,500
--- --------------------------------------------------------------------------- ----------------


STOCKHOLDERS' EQUITY

    Common stock - $.0001 par value - 50,000,000 shares authorized
         5,650,000 shares issued and outstanding                                            565
    Preferred stock - No par value - 10,000,000 shares authorized
          No shares issued or outstanding                                                     -
    Additional paid-in-capital                                                           10,365
    Deficit accumulated during the development stage                                    (7,580)
--- --------------------------------------------------------------------------- ----------------


TOTAL STOCKHOLDERS' EQUITY                                                                3,350
------------------------------------------------------------------------------- ----------------

                                                                                $         4,850
--- --------------------------------------------------------------------------- ----------------
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       F-2


<PAGE>




<TABLE>
<CAPTION>
PIZZA GROUP, INC. #1
(A Development Stage Company)


STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE






For the year ended September 30,                                                   2000
------------------------------------------------------------------------------- ----------------
<S>                                                                             <C>
Revenues                                                                        $             -
------------------------------------------------------------------------------- ----------------

Operating expenses:
       Professional fees                                                                  6,500
       Taxes and licenses                                                                   150
------------------------------------------------------------------------------- ----------------

Total  operating expenses                                                                 6,650

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

Loss before income taxes                                                                 (6,650)
Income  taxes                                                                                 -
------------------------------------------------------------------------------- ----------------

Net loss                                                                                 (6,650)

Deficit accumulated during the development stage  -  October 1, 1999                       (930)
------------------------------------------------------------------------------- ----------------

Deficit accumulated during the development stage  - September 30, 2000          $        (7,580)
------------------------------------------------------------------------------- ----------------

Net loss per share                                                              $        (0.001)
------------------------------------------------------------------------------- ----------------
</TABLE>


                 See Accompanying Notes to Financial Statements

                                       F-3


<PAGE>




<TABLE>
<CAPTION>
PIZZA GROUP, INC. #1
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



--- ----------------------------------------------------------------------------------------------- --------------------
                                                                                Additional
                                                Number of  Preferred  Common    Paid - In       Deficit
                                                   Shares    Stock     Stock     Capital       Accumulated      Total
-------------------------------------------  ------------  ---------  --------- ------------   -------------- ----------
<S>                                            <C>         <C>        <C>       <C>            <C>            <C>
Beginning balance:

    April 1, 1991  - Services                   4,650,000  $      -   $    465  $      465     $         -    $     930
    (Date of Inception)
    November 14, 1999 - Stock split
    5000 to 1

Issuance of common stock:

    December 29, 1999                           1,000,000         -        100       9,900               -       10,000


Deficit accumulated during
     the development stage                              -         -          -           -          (7,580)      (7,580)
-------------------------------------------  ------------  ---------  --------- ------------   -------------- ----------

Balance - September 30, 2000                    5,650,000  $      -   $    565  $   10,365     $    (7,580)   $   3,350
-------------------------------------------  ------------  ---------  --------- ------------   -------------- ----------
</TABLE>





                 See Accompanying Notes to Financial Statements


                                       F-4


<PAGE>




<TABLE>
<CAPTION>
PIZZA GROUP, INC. #1
(A Development Stage Company)


Statement of Cash Flows


For the year ended September 30,                                         2000
--------------------------------------------------------------------- ----------------
<S>                                                                   <C>

Operating Activities:

        Net loss                                                       $     (7,580)
     Adjustments to reconcile net loss to net cash
         used by operating activities:
             Increase in:
                 Accrued expenses                                             1,500
                 Issuance of Common Stock for services                          930
---- --- --- --- ---------------------------------------------------- ----------------


Net cash used by operating activities                                        (5,150)
--------------------------------------------------------------------- ----------------


Financing activities:
     Issuance of common stock                                                10,000
---- ---------------------------------------------------------------- ----------------


Net cash provided by financing activities                                    10,000
--------------------------------------------------------------------- ----------------


Net increase in cash                                                          4,850
--------------------------------------------------------------------- ----------------


Cash - September 30, 2000                                              $      4,850
--------------------------------------------------------------------- ----------------
</TABLE>


                 See Accompanying Notes to Financial Statements

                                       F-5


<PAGE>



PIZZA GROUP, INC. #1
NOTES TO FINANCIAL STATEMENTS


Note A - Summary of Significant Accounting Policies:

Organization

Pizza Group,  Inc. #1 (a  development  stage  company) is a Florida  Corporation
organized to engage in the marketing  and  distribution  of pizzas.  The Company
failed in its attempt to implement its initial business plan and during November
1991  abandoned its efforts.  The Company had no operations for the period prior
to November 1991. The Company was inactive and there were no  transactions  from
November 1991 to the date of reinstatement by the State of Florida on October 1,
1999 that  affect the  balances  reflected  in the  financial  statements  as of
October 1, 1999.

The Company has a new business  plan,  which was adopted on or about December 1,
1999, which is to engage in seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a September 30 year-end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Note B - Stockholders' Equity:

On April 1, 1991,  the  Company  issued 930 shares of common  stock,  in lieu of
cash,   for  the  fair  market  value  of  services   rendered  by  its  initial
stockholders. On November 14, 1999 the company effected a forward stock split at
the rate of 5,000 to 1, increasing issued and outstanding stock to 4,650,000. On
December  29, 1999 the company sold a total of  1,000,000  additional  shares of
common stock for the sum of $10,000.

The $6,500 in  professional  fees  includes  the costs and expenses of legal and
accounting   service   associated   with  the  preparation  and  filing  of  the
registration statement.

                                       F-6





<PAGE>



PIZZA GROUP, INC. #1
NOTES TO FINANCIAL STATEMENTS

Note B - Stockholders' Equity (cont'd):

At September 30, 2000,  the Company had authorized  50,000,000  shares of $.0001
par value  common  stock and had  5,650,000  shares of common  stock  issued and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of September 30, 2000.

Note C - Income Taxes:

The Company has a net operating  loss carry forward of $6,650 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2020.

The amount recorded as deferred tax assets,  cumulative as of September 30, 2000
is $1,000,  which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.

Note D - Going Concern:

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to  a  going  concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred losses from its inception  through September
30, 2000. It has not  established  revenues  sufficient to cover operating costs
and to allow it to  continue  as a going  concern.  Management  plans  currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going  concern.  In the event such  efforts are
unsuccessful,  contingent  plans have been  arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing  shareholders  have  expressed  an  interest in  additional  funding if
necessary to continue the Company as a going concern.

                                       F-7


<PAGE>



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

         There has been no change in the Company's independent accountant during
the period commencing with the Company's retention of Dorra, Shaw & Dugan, CPA's
through the date hereof.


PART III

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

The director and executive  officer of the Company and his  respective age is as
follows:

Name               Age      Position
--------------     ----     ----------------
Noreen Wilson      48       Director, President, Secretary and Treasurer

         All directors hold office until the next annual meeting of stockholders
and until their  successors  have been duly elected and qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  As of the date  hereof,  no  director  has  accrued  any  expenses  or
compensation. Officers are appointed annually by the Board of Directors and each
executive  officer  serves  at the  discretion  of the Board of  Directors.  The
Company does not have any standing committees at this time.

         No director or officer of the Company has,  within the past five years,
filed any  bankruptcy  petition,  been  convicted  in or been the subject of any
pending  criminal  proceedings,  or is any such person the subject or any order,
judgment or decree  involving the  violation of any state or federal  securities
laws.

         The business experience of the person listed above during the past five
years is as follows:

         Ms. Noreen Wilson, age 48, has served since March 1999 as President and
financial   consultant  to  Global   Development   Advisors,   Inc.,  a  Florida
corporation.  Global Development Advisors, Inc., is an investment relations firm
specializing  in general  corporate  investment  relations  advise for small and
medium size  corporations.  Ms. Wilson served as a Director,  Vice  President of
International  Business Development and CFO from January 1997 to October of 1998
of  Environmental  Remediation  Holding  Corp.,  Inc.  (OTC BB). Ms.  Wilson was
responsible for the Company obtaining an agreement with the Democratic  Republic
of Sao Tome and  Principe in West Africa.  Ms.  Wilson was asked and served as a
Director of ERHC from August of 1999  through  January of 2000.  Ms.  Wilson has
served since November of 1998 as Vice President of Island Oil Exploration, Ltd.,
with offices in Sao Tome and Principe.  Ms. Wilson was  responsible  for working
with the Company on their  business  plan.  Between  June 1992 and July 1995 Ms.
Wilson  was the  president,  and active  consultant  of  Imperial  International
Design, Inc., a Florida corporation.  Imperial International Design, Inc., is an
international consulting firm for American business doing business overseas.

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's executive officers and directors and persons who own more
than 10% of a registered class of the


<PAGE>



Company's equity securities, to file with the Securities and Exchange Commission
(hereinafter  referred to as the "Commission")  initial statements of beneficial
ownership,  reports of changes in ownership and annual reports  concerning their
ownership,  of Common Stock and other equity  securities of the Company on Forms
3, 4, and 5, respectively.  Executive  officers,  directors and greater than 10%
shareholders are required by Commission  regulations to furnish the Company with
copies of all Section 16(a) reports they file. To the Company's  knowledge,  Ms.
Wilson comprising all of the Company's executive officers, directors and greater
than 10% beneficial owners of its common Stock, have complied with Section 16(a)
filing  requirements  applicable to them during the Company's most recent fiscal
year.

Item 10.    Executive Compensation

         The  Company  has  not  had  a  bonus,   profit  sharing,  or  deferred
compensation plan for the benefit of its employees,  officers or directors.  The
Company  has not  paid  any  salaries  or other  compensation  to its  officers,
directors or employees for the years ended 1997 and 1998, nor at any time during
1999. Further, the Company has not entered into an employment agreement with any
of its  officers,  directors  or any other  persons and no such  agreements  are
anticipated in the immediate future. It is intended that the Company's  director
will defer any  compensation  until such time as an acquisition or merger can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. As of the date hereof, no person has accrued any compensation from
the Company.


Item 11.    Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth  information,  to the best knowledge of
the Company as of January 15,  1999,  with  respect to each person  known by the
Company to own  beneficially  more than 5% of the Company's  outstanding  common
stock,  each  director  of the  Company and all  directors  and  officers of the
Company as a group.

Name of Address of                    Amount and Nature of     Percent of Class
Beneficial Owner                      Beneficial Ownership
------------------------------        --------------------     ----------------
Noreen Wilson                             4,000,000             70.7%
4718 Lillian Avenue
Palm Beach Gardens, FL 33418

All Executive Officers and Directors
as a Group (one person)                   4,000,000             70.7%
-------------

Item 12.    Certain Relationships and Related Transactions

         On April 1, 1991,  the Company issued and sold 750 shares of the Common
Stock to Ms. Wilson,  the President,  Secretary and Treasurer of the Company and
record and beneficial owner of approximately 70.7% of the Company's  outstanding
Common Stock, in consideration and exchange therefore for services in connection
with the organization of the Company.

         In addition Ms.  Wilson has paid for the cost and  expenses  associated
with the filing of this Form 10-KSB and other operations of the Company.



<PAGE>



         At the  current  time,  the  Company  has no  provision  to  issue  any
additional securities to management, promoters or their respective affiliates or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized  but unissued  Common Stock and  Preferred  Stock which may be issued
without further  shareholder  approval or notice, the Company intends to reserve
such stock for the Rule 506 offerings for acquisitions.

         During the  Company's  last two fiscal  years,  there have not been any
other transactions  between the Company and any officer,  director,  nominee for
election as director,  or any shareholder  owning greater than five percent (5%)
of the  Company's  outstanding  shares,  nor any member of the above  referenced
individuals' immediate family.

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

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described  in the  following  index of  exhibits,  are  incorporated  herein  by
reference, as follows:


Exhibit No.     Exhibit Name
------------    -----------------------------
3(i).1          Articles of Incorporation filed April 1, 1991 (1)

3(i).2          Articles of Amendment filed November 16, 1999 (1)

3(ii).1         By-laws (1)

27       *      Financial Data Schedule

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

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.

*    Filed herewith



     (b) No  Reports on Form 8-K were filed  during the  quarter  ended June 30,
2000.




<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,
there unto duly authorized.

                                    Pizza Group, Inc. #1
                                    (Registrant)

Date: December 28, 2000             BY: /s/ Noreen Wilson
                                    -------------------------------
                                    Noreen Wilson, President

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

Date                          Signature                  Title
-------------         -------------------------   ----------------------

December 28, 2000     BY:  /s/ Noreen Wilson
                      -------------------------
                      Noreen Wilson               President, Secretary,
                                                  Treasurer,Director