SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)
  [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
               1934 for the fiscal year ended December 31, 20010


   [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934 (No fee required) for the transition period from to

                        Commission file number: 000-29323
                                    ---------

                            Cairo Acquisitions, Inc.
                            ------------------------
                 (Name of Small Business Issuer in Its Charter)



                   Nevada                          87-0643634
                   ------                          ----------
      (State or Other Jurisdiction of           (I.R.S. Employer
       Incorporation or Organization)          Identification No.)

                 1403 East 900 South Salt Lake City, Utah 84105
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (801) 582-9609
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


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

       Title of Each Class         Name of each Exchange on Which Registered
       -------------------         ------------------------------------------
 Common Stock ($0.001 Par Value)                      None

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 not 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 ].

The issuer's total revenues for the year ended December 31, 20010 were $ 0.

The aggregate market value of the registrant's common stock, $0.001 par value
(the only class of coting stock), held by non-affiliates is not available since
Cairo Acquisitions, Inc. has no publically traded market for its stock.

At December 31, 20010, the number of shares outstanding of the registrant's
Common Stock, $0.001 par value (the only class of voting stock), was 6,562,500.


<PAGE>

                                TABLE OF CONTENTS

                                     PART I
                                      Page


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

Item 2.    Description of Property.............................................5

Item 3.    Legal Proceedings...................................................5

Item 4.    Submission of Matters to a Vote of Security-Holders.................5


                                     PART II

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

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

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

Item 8.    Changes in and Disagreements With Accountants on
           Accounting and Financial Disclosure.................................9

                                    PART III

Item 9.    Directors and Executive Officers....................................9

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

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

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

Item 13.   Exhibits, List and Reports on Form 8-K.............................12

           Signatures.........................................................13

           Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . .14


<PAGE>



                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

History

Cairo Acquisitions, Inc. (the "Company") was formed as a Nevada corporation on
December 7, 1999, to engage in any lawful undertaking, including but not limited
to, transacting mergers and acquisitions. The Company has been in the
developmental stage since inception and has never engaged in any operational
activities, other than issuing shares to its shareholders. Accordingly, the
Company may be defined as a "blank check" or "shell" company whose sole purpose
at this time is to identify and complete a merger or acquisition with a private
entity.

General

The Company seeks to identify and complete a merger or acquisition with a
private entity whose business presents an opportunity for Company shareholders.
The Company's management will review and evaluate business ventures for possible
mergers or acquisitions. The Company has not yet entered into any agreement, nor
does it have any commitment or understanding to enter into or become engaged in
a transaction, as of the date of this filing. Further, the business objectives
discussed herein are extremely general and are not intended to restrict the
discretion of the Company's management.

A decision to participate in a specific business opportunity will be made based
upon a Company analysis of the quality of the prospective business opportunity's
management and personnel, asset base, the anticipated acceptability of business'
products or marketing concepts, the merit of a business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria.

Selection of a Business

The Company anticipates that potential business opportunities will be referred
from various sources, including its officers and directors, professional
advisors, securities broker-dealers, venture capitalists, persons involved in
the financial community, and others who may present unsolicited proposals. The
Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on the personal contacts of its officers and
directors and their affiliates, as well as indirect associations with other
business and professional people. Management's reliance on "word of mouth" may
limit the number of potential business opportunities identified. While it is not
presently anticipated that the Company will engage unaffiliated professional
firms specializing in business acquisitions or reorganizations, such firms may
be retained if management deems it in the best interest of the Company. Finder's
fees paid to professional acquisition firms could involve one-time cash
payments, payments based on a percentage of the business opportunity's revenues
or product sales volume, payments involving issuance of securities (including
those of the Company), or any combination of these or other compensation
arrangements. Consequently, the Company is unable to predict the cost of
utilizing such services. As of December 31, 20010, there have been no
discussions, agreements or understandings with any professional advisors,
financial consultants, broker-dealers or venture capitalists. The Company's
present intentions are to rely upon its president to effect those services
normally provided by professional advisors or financial consultants.


                                        1

<PAGE>



The Company will not restrict its search to any particular business, industry,
or geographical location. Management reserves the right to evaluate and enter
into any type of business in any location. In seeking a business venture, the
decision of management will not be controlled by an attempt to take advantage of
any anticipated or perceived appeal of a specific industry, management group,
product, or industry, but will be based on the business objective of seeking
long-term capital appreciation. The Company may participate in a newly organized
business venture or in a more established business. Participation in a new
business venture entails greater risks since, in many instances, management of
such a venture may not have a proven track record; the eventual market for such
ventures product or services will likely not be established; and the
profitability of the venture will be untested and impossible to accurately
forecast. Should the Company participate in a more established venture that is
experiencing financial difficulty, risks may stem from the Company's inability
to generate sufficient funds to manage or reverse the circumstances causing such
financial problems.

The analysis of new businesses will be undertaken by or under the supervision of
the Company's officers and directors. In analyzing prospective businesses,
Company's management will consider, to the extent applicable, the available
technical, financial, and managerial resources of any given business venture.
Management will also consider the nature of present and expected competition;
potential advances in research and development or exploration; the potential for
growth and expansion; the likelihood of sustaining a profit within given time
frames; the perceived public recognition or acceptance of products, services,
trade or service marks; name identification; and other relevant factors. The
Company anticipates that the results of operations of a specific business
venture may not necessarily be indicative of the potential for future earnings,
which may be impacted by a change in marketing strategies, business expansion,
modifying product emphasis, changing or substantially augmenting management, and
other factors.

The Company will analyze all relevant factors and make a determination based on
a composite of available information, without reliance on any single factor. The
period within which the Company will decide to participate in a given business
venture cannot be predicted and will depend on certain factors, including the
time involved in identifying businesses, the time required for the Company to
complete its analysis of such businesses, the time required to prepare
appropriate documentation to effect a merger or acquisition, and other
circumstances.

Acquisition of a Business

The implementing of a structure that will effect any given business transaction,
may cause the Company to become party to a merger, consolidation, purchase and
sale of assets, purchase or sale of stock, or other reorganization involving
another corporation, joint venture, partnership or licensee. The exact structure
of the anticipated business transaction cannot yet be determined.
Notwithstanding the above, the Company does not intend to participate in a
business through the purchase of minority stock positions. In other words, the
Company does not intend to buy non-controlling interests in other businesses.
Rather, its current focus is to acquire a controlling interest in a business.
Upon the completion of a transaction, it is likely that the Company's present
management will no longer control Company affairs. Further, a majority or all of
the Company's present directors may, as part of the terms of a prospective
business transaction, resign and be replaced by new directors without a vote of
the Company's shareholders.

In connection with the Company's merger or acquisition of a business venture,
the present shareholders of the Company, including Ruairidh Campbell as the
company's sole officer and director, may, as a

                                        2

<PAGE>



negotiated part of the transaction, sell a portion or all of the Company's
common stock held by them at a significant premium over their original
investment in the Company. If the Company's current shareholders sell their
stock as part of a merger/acquisition, they may decide to sell a controlling
interest (i.e., over 50%) of the Company to the other entity (including such
other entity's shareholders and affiliates) that participates in the
merger/acquisition. The affiliates of the reorganization might only buy shares
from Ruairidh Campbell, or they might only buy enough shares to obtain a
controlling interest in the Company. However, there is no degree of certainty
that the other entity will buy any of the Company's shares from Ruairidh
Campbell or any other shareholder. Conversely, it is possible the other entity
may offer to buy out all or most of the shareholders' stock at prices comparable
to those offered to Ruairidh Campbell. It is possible that the entity may pay a
higher price for shares belonging to insider shareholders than for shares
belonging to non-insider shareholders. Although the Company's insiders have no
present intention to buy shares from other insiders, it is a possibility.
Management does not intend to actively negotiate for, or otherwise require the
purchase of, all or any portion of its stock as a condition to, or in connection
with, any proposed merger or acquisition. Although the Company's present
shareholders did not acquire their shares of common stock with a view towards
any subsequent sale in connection with a business reorganization, it is not
unusual for affiliates of the entity participating in the reorganization to
negotiate to purchase shares held by the present shareholders. This is done in
order to reduce the amount of shares held by persons no longer affiliated with
the Company, and thereby reduce the potential adverse impact on the public
market in the Company's common stock that could result from substantial sales of
such shares after the business reorganization. Public investors will not receive
any portion of the premium that may be paid in the foregoing circumstances.
Furthermore, the Company's shareholders may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

In the event sales of shares by present shareholders of the Company, including
officers and directors, are a negotiated part of a future merger or acquisition,
a conflict of interest may arise since directors will be negotiating for the
merger or acquisition on behalf of the Company and for the sale of their shares
for their own respective accounts. Where a business opportunity is well suited
for merger or acquisition by the Company, but affiliates of the prospective
business opportunity impose a condition that management sell their shares at a
price which is unacceptable to them, management may not sacrifice their
financial interest for the Company to complete the transaction. Where the
business opportunity is not well suited, but the price offered management for
their shares is high, management may be inclined to effect the acquisition in
order to realize a substantial gain on their shares in the Company. Management
has not adopted any policy for resolving the foregoing potential conflicts,
should they arise, and does not intend to obtain an independent appraisal to
determine whether any price that may be offered for their shares is fair.
Shareholders must rely, instead, on the obligation of management to fulfill its
fiduciary duty under state law to act in the best interests of the Company and
its shareholders.

Although the terms of any registration rights and the number of securities, if
any, which may be registered cannot be determined at this time, it may be
expected that any registration of securities by the Company would entail
substantial expense to the Company.

The issuance of substantial additional securities, and their potential sale,
into any trading market which may develop in the Company's securities may have a
depressive effect on such market.

While the actual terms of a transaction to which the Company may be a party
cannot be determined at this time, it may be expected that the parties to any
business transaction will find it desirable to structure the merger or
acquisition as a so-called "tax-free" event under sections 351 or 368(a) of the


                                        3

<PAGE>



Internal Revenue Code of 1986 (the "Code"). In order to obtain tax-free
treatment under section 351 of the Code, it would 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. Section
368(a)(1) of the Code provides for tax-free treatment of certain business
reorganizations between corporate entities where one corporation is merged with
or acquires the securities or assets of another corporation. Generally, the
Company expects to be the acquiring corporation in such a business
reorganization, and the tax-free status of the transaction will not depend on
the issuance of any specific amount of the Company's voting securities under
Section 368. The acquiring corporation will issue securities in such an amount
that the shareholders of the acquired corporation will hold 50% or more of the
voting stock of the surviving entity. Consequently, there is a substantial
possibility that the shareholders of the Company immediately prior to the
transaction would retain less than 50% of the issued and outstanding shares of
the surviving entity. Therefore, regardless of the form of the business
acquisition, it may be anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their percentage of
ownership in the Company.

Notwithstanding the fact that the Company is technically the merging or
acquiring entity in the foregoing circumstances, generally accepted accounting
principles will ordinarily require that such transaction be accounted for as if
the Company had been acquired by the other entity owning the business and,
therefore, will not permit a write-up in the carrying value of the assets of the
other company.

The manner in which the Company participates in a business will depend on the
nature of the business, the respective needs and desires of the Company and
other parties, the management of the business, and the relative negotiating
strength of the Company and such other management.

The Company will participate in a business only after the negotiation and
execution of appropriate written agreements. Although the terms of such
agreements cannot be determined at this time, generally, such agreements will:
require specific representations and warranties by all of the parties thereto;
specify certain events of default; detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such closing;
outline the manner of bearing costs if the transaction is not closed; set forth
remedies on default; and include miscellaneous other terms.

Operation of Business After Acquisition

The Company's operation following its merger or acquisition of a business will
be dependent on the nature of the business and the interest acquired. The
Company is unable to determine at this time whether the Company will be in
control of the business or whether present management will be in control of the
Company following the acquisition. It may be expected that the business will
present various risks, which cannot be predicted at the present time.

Government Regulation

It is impossible to anticipate government regulations, if any, to which the
Company may be subject until it has acquired an interest in a business. The use
of assets to conduct a business which the Company may acquire could subject it
to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest, management will endeavor to ascertain, to the
extent of the limited resources of the Company, the effects of such government
regulation on the prospective business of the Company. In certain circumstances,


                                        4

<PAGE>



however, such as the acquisition of an interest in a new or start-up business
activity, it may not be possible to predict with any degree of accuracy the
impact of government regulation. The inability to ascertain the effect of
government regulation on a prospective business activity will make the
acquisition of an interest in such business a higher risk.

Competition

The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no assurance that the Company will be successful in obtaining suitable business
opportunities.

Employees

The Company is a development stage company and currently has no employees. Our
executive officer will devote only such time to the affairs of the Company as he
deems appropriate, which is estimated to be approximately five (5) hours per
month. Management of the Company expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to engage any full-time
employees as long as business needs are being identified and evaluated. The need
for employees and their availability will be addressed in connection with a
decision concerning whether or not to acquire or participate in a specific
business venture.

ITEM 2.           DESCRIPTION OF PROPERTY

The Company currently maintains its offices at 1403 East 900 South, Salt Lake
City, Utah 84105. The office space is owned by Ruairidh Campbell, our sole
officer, director, and a substantial shareholder of the Company. The Company
pays no rent for the use of this address. The Company does not believe that it
will need to maintain an office at any time in the foreseeable future in order
to carry out the plan of operation described herein.

ITEM 3.           LEGAL PROCEEDINGS

The Company is currently not a party to any legal proceedings.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during to fiscal year covered by this report to a vote
of security holders, therefore rendering this item inapplicable.

                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS

The Company currently has no public trading market. The Company may file a Form
15c-(2)(11) in an effort to obtain a quote on the NASD over-the-counter bulletin
board to create a public market. Management believes that the creation of a
public trading market for the Company's securities would make the Company a more
attractive acquisition or merger candidate. However, there is no guarantee that
the

                                        5

<PAGE>



Company will obtain a quote on the NASD over-the-counter bulletin board, or that
a public market for the Company's securities will develop, or, if such a market
does develop, that it will continue, even if a quote on the NASD over the
counter bulletin board is obtained.

Record Holders

As of December 31, 20010, there were seventy-seven (77) shareholders of record
holding a total of 6,562,500 shares of common stock. The holders of the common
stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. Holders of the common stock have no
preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock.

Dividends

The Company has not declared any dividends since inception and does not
anticipate paying any dividends in the foreseeable future. The payment of
dividends is within the discretion of the Board of Directors and will depend on
the Company's earnings, capital requirements, financial condition, and other
relevant factors. There are no restrictions that currently limit the Company's
ability to pay dividends on its common stock other than those generally imposed
by applicable state law.

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

The Company's plan of operation for the coming year, as discussed above, is to
identify and acquire a favorable business opportunity. The Company does not plan
to limit its options to any particular industry, but will evaluate each
opportunity on its merits. Management is hopeful that being a reporting company
increases the number of prospective business ventures that may be available to
the Company. Management believes that the Company has sufficient resources to
meet the anticipated needs of the Company's operations through at least the
calendar year ending December 31, 20021. The Company anticipates that its major
shareholders will contribute sufficient funds to satisfy the cash needs of the
Company through calendar year ending December 31, 20021. However, there can be
no assurances to that effect, as the Company has no revenues and the Company's
need for capital may change dramatically if it acquires an interest in a
business opportunity during that period. Further, the Company has no plans to
raise additional capital through private placements or public registration of
its securities until a merger or acquisition candidate is identified. Upon
consummation of a merger, the Company may decide to file the necessary and
appropriate registration statements to register the affiliates' shares. In
addition, the promoters or affiliates of blank check companies, as well as their
transferees, are deemed to be "underwriters" of the securities issued both
before and after any business combination.

The Company projects that its operating requirements will not exceed $5,000 over
the next twelve months. If no acquisition candidate is found for the Company
during this time, Ruairidh Campbell plans to loan the Company sufficient funds
to cover these costs over the next twelve months. Ruairidh Campbell will provide
his expertise in preparing the necessary documentation to keep the Company
current with its reporting requirements with the Securities & Exchange
Commission and those costs will accrue on the Company's balance sheet. In the
event that a merger or acquisition occurs over the next twelve months, the
target company will be responsible for paying these costs back to the major
shareholders, or the major

                                        6

<PAGE>



shareholders may waive these costs depending on the nature of the acquisition or
merger transaction.

ITEM 7.           FINANCIAL STATEMENTS

The Company's audited financial statements for the periods ended December 31,
20010 and 20001999 are attached hereto as F-1 through F-7.


















                                        7

<PAGE>











                            CAIRO ACQUISITIONS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                         December 31, 20010 and 20001999
















                                        8

<PAGE>




                            CAIRO ACQUISITIONS, INC.
                          (A Development Stage Company)

                                      INDEX



                                                                      Page

Independent Auditor's Report                                           F-2

Balance Sheets                                                         F-3

Statements of Operations                                               F-4

Statements of Stockholders' (Deficit) Equity                           F-5

Statements of Cash Flows                                               F-6

Notes to Financial Statements                                          F-7










                                       F-1

<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Stockholders' and
Board of Directors of
Cairo Acquisitions, Inc.

We have audited the accompanying balance sheets of Cairo Acquisitions, Inc. (a
development stage company), as of December 31, 20010 and 2000 and the related
statements of operations, stockholders' (deficit) equity, and cash flows for the
years then ended and the cumulative amounts since inception. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 audits provide 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 Cairo Acquisitions, Inc. (a
development stage company), as of December 31, 2000 and the results of its
operations and its cash flows for the year then ended and the cumulative amounts
since inception, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's revenue generating activities are not in
place and the Company has incurred a loss. These conditions raise substantial
doubt about its ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

JONES, SIMKINS LLP
Logan, Utah
February 1, 2002






                                       F-2

<PAGE>

                            CAIRO ACQUISITIONS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                                                December 31,
                                ASSETS                         2001      2000
                               -------                    =========  ==========

Current assets:
  Cash and cash equivalents                                $     54         547
     Total current assets                                  $     54         547
                                                           --------   ---------

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:
  Accounts payable                                         $  2,245       1,934
  Related party payable                                       2,500       2,500
                                                           --------   ----------
     Total current liabilities                                4,745       4,434
                                                           --------   ----------

Stockholders' (deficit) equity:
    Preferred stock, $.001 par value, 5,000,000 shares
         authorized, no shares issued and outstanding             -           -
    Common stock, $.001 par value, 45,000,000 shares
         authorized, 6,562,500 and 6,042,500 shares           6,563       6,043
         issued and outstanding, respectively
    Additional paid-in capital                                2,799         319
    Deficit accumulated during the development stage        (14,053)    (10,249)
                                                           --------   ----------

     Total stockholders' (deficit) equity                    (4,691)     (3,887)
                                                           --------   ----------

     Total liabilities and stockholders' (deficit) equity  $     54         547
                                                           ========   ==========



               See accompanying notes to the financial statements




                                       F-3

<PAGE>

                            CAIRO ACQUISITIONS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                                   Cumulative
                                                           2001                  2000                Amounts
                                                    ------------------   --------------------   -----------------
<S>                                             <C>                     <C>                    <C>
Revenue                                          $                   0                      0                   0

General and administrative costs                                 3,804                  9,339              14,053
                                                    ------------------   --------------------   -----------------

               Loss before income taxes                        (3,804)                (9,339)            (14,053)


Provision for income taxes                                           0                      0                   0
                                                    ------------------   --------------------   -----------------

               Net loss                          $             (3,804)                (9,339)            (14,053)
                                                    ==================   ====================   =================


Loss per common share - basic and diluted        $                0.00                   0.00
                                                    ==================   ====================


Weighted average common shares - basic
and diluted                                                  6,497,000              5,892,000
                                                    ==================   ====================
</TABLE>


               See accompanying notes to the financial statements


                                       F-4

<PAGE>








                            CAIRO ACQUISITIONS, INC.
                            ------------------------
                         (A Developmental Stage Company)
                  STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
           December 7, 1999 ( Date of Inception) to December 31, 2000
                                     Deficit
<TABLE>
<CAPTION>
                                                                                                           Accumulated
                                           Preferred Stock          Common Stock           Additional       During the
                                       ------------------------  ----------------------     Paid-in        Development
                                        Shares         Amount     Shares      Amount        Capital           Stage        Total
                                       -----------   ----------  ---------   ----------     ----------     ----------    ---------
<S>                                   <C>           <C>         <C>         <C>            <C>            <C>           <C>
Balance at December 7, 1999
(date of inception)                             0    $       0           0   $        0     $        0     $        0    $      0
Issuance of common stock for:
     Cash                                       0            0     590,500          591            319              0         910
     Stock subscription receivable              0            0     445,000          445              0              0         445
Net Loss                                        0            0           0            0              0          (910)        (910)
                                       -----------   ----------  ---------   ----------     ----------     ----------    ---------

Balance at December 31, 1999                    0            0   1,035,500        1,036            319          (910)         445

Issuance of common stock for services           0            0   5,007,000        5,007              0              0       5,007

Net loss                                        0            0           0            0              0        (9,339)      (9,339)
                                       -----------   ----------  ---------   ----------     ----------     ----------    ---------

Balance at December 31, 2000                    0$           0   6,042,500   $    6,043     $      319     $  (10,249)   $ (3,887)

Issuance of common stock for cash               0            0     520,000          520          2,480              0       3,000

Net loss                                        0            0           0            0              0        (3,804)      (3,804)
                                       -----------   ----------  ---------   ----------     ----------     ----------    ---------

Balance at December 31, 2001                    0    $       0   6,562,500   $    6,563     $    2,799     $  (14,053)   $ (4,691)
                                       ===========   ==========  =========   ==========     ==========     ==========    =========
</TABLE>

               See accompanying notes to the financial statements




                                       F-5

<PAGE>

                                            CAIRO ACQUISITIONS, INC.
                                            ------------------------
                                          (A Development Stage Company)
                                            STATEMENTS OF CASH FLOWS
                                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                                                    Cumulative
                                                             2001                  2000              Amounts
                                                      ==================     ================    ================
Cash flows from operating activities:
<S>                                                  <C>                    <C>                 <C>
    Net loss                                          $           (3,804)              (9,339)            (14,053)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
          Stock compensation expense                                   0                5,007               5,007
          Increase in accounts payable                               311                1,934               2,245
                                                      ==================     ================    ================
         Net cash used in operating activities                    (3,493)              (2,398)             (6,801)
                                                      ==================     ================    ================

Cash flows from investing activities                                   0                    0                   0
                                                      ==================     ================    ================

Cash flows from financing activities:
   Increase in related party payable                                   0                2,500               2,500
   Decrease in stock subscription receivable                           0                  445                 445
   Issuance of common stock for cash                               3,000                    0               3,910
                                                      ==================     ================    ================
          Net cash provided by financing
activities                                                         3,000                2,945               6,855
                                                      ==================     ================    ================

          Net increase in cash                                      (493)                 547                  54

Cash, beginning of period                                            547                    0                   0
                                                      ==================     ================    ================

Cash, end of period                                   $               54                  547                  54
                                                      ==================     ================    ================
</TABLE>


               See accompanying notes to the financial statements




                                       F-6

<PAGE>



                            CAIRO ACQUISITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000


Note 1 - Organization and Summary of Significant Accounting Policies

Organization

The Company was organized under the laws of the State of Nevada on December 7,
1999 (date of inception). The Company proposes to seek business ventures that
will allow for long-term growth. Further, the Company is considered a
development stage company as defined in SFAS No. 7 and has not, thus far,
commenced planned principal operations.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.

Income Taxes

Deferred income taxes are provided in amounts sufficient to give effect to
temporary differences between financial and tax reporting, principally related
to net operating loss carryforwards.

Earnings Per Share

The computation of basic earnings per common share is based on the weighted
average number of shares outstanding during the period.

The computation of diluted earnings per common share is based on the weighted
average number of shares outstanding during the period plus the common stock
equivalents which would arise from the exercise of stock options and warrants
outstanding using the treasury stock method and the average market price per
share during the period. Common stock equivalents are not included in the
diluted earnings per share calculation when their effect is antidilutive. The
Company does not have any stock options or warrants outstanding at December 31,
2001 and 2000.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant credit risk on
cash and cash equivalents.

Use of Estimates in the Preparation of Financial Statements

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

                                       F-7

<PAGE>
                            CAIRO ACQUISITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000


Note 2 - Going Concern

As of December 31, 2001, the Company's revenue generating activities are not in
place, and the Company has incurred a loss for the year then ended. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.

Management intends to seek additional funding through business ventures. There
can be no assurance that such funds will be available to the Company, or
available on terms acceptable to the Company.

Note 3 - Income Taxes

The difference between income taxes at statutory rates and the amount presented
in the financial statements is a result of the following:

                                                 Years Ended
                                                   December 31,     Cumulative
                                            2001       2000          Amounts
                                      ------------  -----------   --------------
Income tax benefit at statutory rate   $        -         2,000           2,000
Change in valuation allowance                   -        (2,000)         (2,000)

                                       $        -             -               -
                                      ============  ===========   ==============

Deferred tax assets are as follows at December 31:

                                          2001          2000
                                       -----------  -----------
Operating loss carryforwards           $     2,000        2,000
Valuation allowance                         (2,000)      (2,000)
                                       $         -            -
                                       ===========  ===========

The Company has net operating loss carryforwards of approximately $15,000, which
begin to expire in the year 2019. The amount of net operating loss carryforwards
that can be used in any one year will be limited by significant changes in the
ownership of the Company and by the applicable tax laws which are in effect at
the time such carryforwards can be utilized.

Note 4 - Supplemental Cash Flow Information

The Company paid interest of $101 and $48 during the periods ended December 31,
2001 and 2000.

No amounts have been paid for income taxes since inception.


                                       F-8

<PAGE>

                            CAIRO ACQUISITIONS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000


Note 5 - Fair Value of Financial Instruments

The Company's financial instruments consist of cash and payables. The carrying
amount of cash and payables approximates fair value because of the short-term
nature of these items.

Note 6 - Stock Plan

The Company has adopted a benefit plan (the Plan). Under the Plan, the Company
may issue shares of the Company's common stock or grant options to acquire the
Company's common stock from time to time to employees, directors, officers,
consultants or advisors of the Company on the terms and conditions set forth in
the Plan. In addition, at the discretion of the Board of Directors, stock may
from time to time be granted under this Plan to other individuals, including
consultants or advisors, who contribute to the success of the Company but are
not employees of the Company.

As of December 31, 2001 and 2000, no stock options had been issued under this
plan.

Note 7 -Related Party Transactions

At December 31, 2001 and 2000, the Company has a related party payable of $2,500
due to an officer of the Company. The payable is unsecured, non-interest bearing
and due on demand.

Note 8 - Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations and No. 142,
Goodwill and Other Intangible Assets. The statements eliminate the
pooling-of-interests method of accounting for business combinations and require
that goodwill and certain intangible assets not be amortized. Instead, these
assets will be reviewed for impairment annually with any related losses
recognized in earnings when incurred. The adoption of these statements is not
expected to have a material effect on the Company's financial position or
results of operations.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations (SFAS 143). This Statement requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. Management does not expect the adoption of SFAS 143 to
have a significant impact on the financial position or results of operations of
the Company.


                                       F-9

<PAGE>

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On November 6, 2000, Cairo Acquisitions, Inc. terminated its relationship with
Tanner + Co. ("Tanner"), the principal accountant previously engaged to audit
the Company's financial statements. Effective November 9, 2000, the Company
retained Jones Simkins, LLP ("Jones") as the principal accountants to replace
Tanner. The Company's Board of Directors approved the change of accountants from
Tanner to Jones.

The audit report of Tanner on the Company's financial statements for the fiscal
year ending December 31, 1999 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles, except such reports were modified to include an
explanatory paragraph for a going concern uncertainty.

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The following individual constitutes all of the Company's executive officers and
directors as of March 7, 2002.

Name                Age      Position
Ruairidh Campbell   39       President, Secretary, Treasurer and Director

No other persons are expected to make any significant contributions to the
Company who are not executive officers or directors of the Company.

All executive officers are elected by the Board and hold office until the next
Annual Meeting of stockholders and until their successors are elected and
qualify.

Ruairidh W. Campbell, 39, graduated from the University of Texas at Austin with
a Bachelor of Arts in History and then from the University of Utah College of
Law with a Juris Doctorate with an emphasis in corporate law, including
securities and taxation. He has been an officer and director of several public
companies that include: NovaMed, Inc., a manufacturer of medical devices
(president and director from 1995 to present), Canadian Metals Explorations
Ltd., a Canadian mineral resource development company (president and director
1995 to 2001), and Allied Resources Inc., a Canadian based oil and gas
development company (president and director 1998 to present). Mr. Campbell is
also the president and the sole director of three reporting shell companies. Mr.
Campbell began his term as the Company's president and director on December 10,
1999.

ITEM 10.  EXECUTIVE COMPENSATION

No cash compensation was paid to any of the Company's executive officers during
the fiscal year ended December 31, 2001. The Company, as of December 31, 2001,
has issued Ruairidh Campbell a total of 2,500,000 shares for his services to the
Company valued at $2,500. The Company, as of December 31, 2001, had issued
Richard Surber a total of 2,500,000 shares for his services to the Company
valued at $2,500. Mr. Surber resigned as an officer and director of the Company
on April 16, 2001. There is currently no policy in place that prevents the
Company from compensating Ruairidh Campbell or any future officer, director or
affiliate, in the form of the Company's shares of common stock or other non-cash
compensation. The Company has no current plans to compensate any of the





                                       10

<PAGE>




aforementioned entities in this manner in the foreseeable future. However, the
Company may agree to register the shares pursuant to an appropriate registration
statement on or after the Company effects a merger or acquisition.

The Company has no agreement or understanding, express or implied, with any
officer, director, or principal stockholder, or their affiliates or associates,
regarding employment with the Company or compensation for services. The Company
has no plan, agreement, or understanding, express or implied, with any officer,
director, or principal stockholder, or their affiliates or associates, regarding
the issuance to such persons of any shares of the Company's authorized and
unissued common stock. There is no understanding between the Company and any of
its present stockholders regarding the sale of a portion or all of the common
stock currently held by them in connection with any future participation by the
Company in a business. There are no other plans, understandings, or arrangements
whereby any of the Company's officers, directors, or principal stockholders, or
any of their affiliates or associates, would receive funds, stock, or other
assets in connection with the Company's participation in a business. No advances
have been made or contemplated by the Company to any of its officers, directors,
or principal stockholders, or any of their affiliates or associates.

There is no policy that prevents management from adopting a plan or agreement in
the future that would provide for cash or stock based compensation for services
rendered to the Company.

Upon the merger or acquisition of a business, it is possible that current
management will resign and be replaced by persons associated with the business
acquired, particularly if the Company participates in a business by effecting a
stock exchange, merger, or consolidation as discussed under the "BUSINESS"
heading above. In the event that any member of current management remains after
effecting a business acquisition, that member's time commitment and compensation
will likely be adjusted based on the nature and location of such business and
the services required, which cannot be foreseen.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                          Annual Compensation                             Long Term Compensation
                                   -----------------------------------   -------------------------------------------------------
                                                                                  Awards                         Payouts
                                                                         ---------------------------    ------------------------
                                                                                        Securities
                                                                         Restricted      Underlying
                                                        Other Annual        Stock         Options         LTIP       All Other
   Name and Principal              Salary     Bonus     Compensation      Award(s)         SARs         payouts    Compensation
        Position           Year      ($)       ($)           ($)             ($)            (#)           ($)           ($)
<S>                      <C>      <C>        <C>       <C>              <C>            <C>             <C>          <C>
                          ------   --------   --------  --------------   -------------  ------------    -----------  ----------
Ruairidh Campbell,         2001           0         -                -                             -             -           -
President/CEO and          2000           0         -                -       2,500,000             -             -           -
Director                   1999           0         -                -               -             -             -           -
Richard D. Surber          2001           0         -                -                             -             -           -
Secretary, Treasurer and   2000           0         -                -       2,500,000             -             -           -
Director                   1999           0         -                -               -             -             -           -
</TABLE>

Compensation of Directors

Currently there are no plans to compensate the directors of the Company for
their services.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The following table sets forth, as of December 31, 2001 the number and
percentage of outstanding shares of common stock which, according to the
information supplied to the Company, were beneficially owned by (i) each current
director of the Company, (ii) each current executive officer of the Company,
(iii) all current directors and executive officers of the Company as a group,





                                       11

<PAGE>




and (iv) each person who, to the knowledge of the Company, is the beneficial
owner of more than 5% of the Company's outstanding common stock. Except as
otherwise indicated, the persons named in the table below have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws (where applicable).

<TABLE>
<S>                    <C>                                       <C>                             <C>
  Title of Class              Name And Address of                  Amount And Nature of            Percent of Class
                                Beneficial Owner                   Beneficial Ownership
-------------------     --------------------------------          -----------------------         -------------------
      Common              Ruairidh Campbell, president                  3,000,000                        45.7%
       Stock                   3310 Werner Avenue
                              Austin, Texas 78722
-------------------     --------------------------------          -----------------------         -------------------
      Common                     Richard Surber                         3,520,000*                       53.6%
       Stock             268 West 400 South, Suite 300
                           Salt Lake City, Utah 84101
-------------------     --------------------------------          -----------------------         -------------------
      Common               All Executive Officers and                   3,000,000                        45.7%
       Stock                  Directors as a Group
-------------------     --------------------------------          -----------------------         -------------------
      Common               Kelly's Coffee Group, Inc.                    520,000                         7.92%
       Stock
-------------------     --------------------------------          -----------------------         -------------------
</TABLE>

*Note: Richard Surber is the sole officer and director of Kelly's Coffee Group,
Inc. Therefore, he owns 3,000,000 shares directly and 520,000 shares indirectly
by nature of his relationship to Kelly's Coffee.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 10, 1999 the Company issued 1,000,000 shares of common stock to
Ruairidh Campbell (500,000) and Richard Surber (500,000), at the time officers
and directors of the Company, at par value of $0.001, for a total of $1,000.

On January 12, 2000, the Company issued 5,000,000 shares of common stock to
Ruairidh Campbell (2,500,000) and Richard Surber (2,500,000) valued at par
($0.001) in exchange for services rendered.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 10 of this Form 10-KSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.  No reports on Form 8-K were filed during the
         period covered by this Form 10-KSB.












                                       12

<PAGE>




                                   SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, this 7th day of March, 2002

                           Cairo Acquisitions, Inc.

                            /s/ Ruairidh Campbell
                           --------------------------------------
                           Name: Ruairidh Campbell
                           Title: President/CEO and Director










                      (This space left blank intentionally)

                                       13

<PAGE>

                                INDEX TO EXHIBITS

Exhibit   Page
No.       No.      Description

3(i)      *        Articles of Incorporation of Cairo Acquisitions, Inc., a
                   Nevada  corporation,  filed with the State of Nevada on
                   December 10, 1999.

3(ii)     *        By-laws of the Company adopted on December 7, 1999.

4         *        Employee Benefit Plan adopted on December 14 , 1999.


* Incorporated by reference from Form 10-SB/A-2 filed June 27, 2000.










                                       14