U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-KSB/A

[X]   Annual report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 For the fiscal year ended September 30, 2000, or

[ ]   Transition report under Section 13 or 15(d) of the Securities Exchange
      Act of 1934 For the Transition period from ___________ to ____________

                       Commission file number 000-28339

                       Almost Country Productions, Inc.
                (Name of Small Business Issuer in Its Charter)


            Nevada                                  84-1398342
 (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
   Incorporation or Organization)

         7050 Union Park Center, Suite 600, Midvale, Utah      84047
        (Address of Principal Executive Offices)           (Zip Code)

                                (801) 562-2252
               (Issuer's Telephone Number, Including Area Code)

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

   Title of each class           Name of each Exchange on which Registered
         None                                     None

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

                        Common Stock, $0.001 par value
                               (Title of class)

     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 is 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]

     Issuer's revenues for its most recent fiscal year was $365

     The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the average bid and asked
prices of such stock, as of December 27, 2000 was $75,687

     The number of shares outstanding of the issuer's common equity, as of
December 27, 2000 was 621,100.

    Documents Incorporated by Reference:  None

    Transitional Small Business Disclosure Format: Yes [ ] No [X]


                       ALMOST COUNTRY PRODUCTIONS, INC.
                                 FORM 10-KSB
                              TABLE OF CONTENTS

                                    PART I

ITEM 1.  Description of the 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 and Reports on Form 8-K

Signatures


    The information contained in this Form 10-KSB for the fiscal year ended
September 30, 2000, is as of the latest practicable date except for financial
information which relates to the fiscal year


                                    PART I

ITEM 1.

Business Development

      Almost Country Productions, Inc. (the "Company") is a Nevada corporation
which has not been actively in business since approximately November, 2000,
when it elected to discontinue its music production and marketing business.
The Company is deemed to be a "blank check" company, in that it is currently
seeking an unidentified business to acquire or with which it may merge.  The
Company was organized on October24, 1996, under the laws of the State of
Nevada, for the purpose of producing and marketing music. In approximately
March 1997 the Company sold 100,000 shares of its common stock at $.30 per
share in an offering pursuant to Rule 504 and Section 3(b) of the Securities
Act of 1933.  The Company realized net proceeds of approximately $25,000.
Shortly thereafter the Company invested its funds in the production and then
the promotion of a compact disc and audiotape entitled "Wildest Dream" and
performed by Pamela Lind.  Pamela Lind is the stage name for the Company's
former President, Pamela Lindquist.

      The Company entered into an agreement on September 13, 1996 with Ms.
Lindquist which provided that the Company would tender $25,000 to develop and
produce tapes and CD's for Almost Country, Pamela Lindquist's music group.
Ms. Lindquist assigned a royalty of $2.00 from the sale of each tape and $2.50
from the sale of each compact disc to the Company for a period of two years.
The royalty agreement expired on September 30, 2000.

       The musical production was completed and approximately 1,100 compact
discs were produced and 550 cassette audio tapes.  The results failed to meet
expectations. Only approximately 89 cassette tapes and 380 compact discs have
been sold or used for marketing purposes.  The Company had sales of $636
through September 30, 2000.

     The Company's board of directors determined that the Company would
discontinue its then business, and pursue other opportunities. The Company
intends to seek potential business opportunities with the intent to acquire or
merge with such business.  The Company is considered a development stage
company and is a "shell" or "blank check" corporation.  As of September 30,
2000, the Company had assets of $797 and current liabilities of $2,025. The
operating history has been limited to the receipt of the royalty from the sale
of the tapes and CD's.

     If the Company acquires or merges with an operating business, it is
likely that the Company's current shareholders will experience substantial
dilution and there will be a change in control of the Company.

     Any company that is merged into or acquired by the Company will become
subject to the same reporting requirements as the Company.  Thus, if the
Company successfully completes an acquisition or merger, that company must
have audited financial statements for at least the two most recent fiscal
years, or if the company has been in business for less than two years, audited
financial statements must be available from inception. This requirement limits
the Company's possible acquisitions or merger because private companies either
do not have audited financial statements or are unable to produce audited
statement without delay and expense.

     On December 20, 2000 Mr. Reed Benson was appointed president of the
Company to pursue the Company's current business objectives.  He will serve in
that capacity at the discretion of the board of directors.  Mr. Benson
receives no compensation from the Company at this time.

     The Company's principal executive offices are located at 7050 Union Park
Center, Suite 600, Midvale, Utah 84047 and its telephone number is
(801)562-2252.

Company's Business

    The Company has no recent operating history.  No representation is made,
and none is intended, that the Company has the ability to carry on future
business activities successfully.  Further, there is no assurance that the
Company will have the opportunity to merge with or acquire an operating
business, a business opportunity or assets that will be of material value to
the Company.

     Management intends to investigate, research and, if it is deemed to be
advisable, acquire or merge with one or more businesses or business
opportunities.  Presently the Company has no commitment or arrangement,
written or oral, to participate in any business opportunity and management
cannot predict the nature or type of any possible future acquisition or
merger.  Management has broad discretion in its search for and negotiation
with any potential business or business opportunity.

Sources

      Management intends to use various sources and resources in the search
for potential business opportunities including, but not limited to the
Company's officers and directors, members of the financial community, and
consultants. The Company presently has no intention of hiring a consultant or
consultants but reserves the right to do so if deemed advisable.  Because of
the Company's lack of resources the Company will be unable to retain for a fee
any professional firms specializing in business acquisitions and
reorganizations.  Most likely the Company will have to rely on outside
sources, not otherwise associated with the Company, that will accept
compensation only upon a successful acquisition or merger.

     The Company will not limit its search to any specific industry or type of
business.  The Company may investigate and acquire a venture that is in its
preliminary or development stage, is already in operation, or in various
stages of its corporate existence or development.  Management is unable to
determine the status or nature of any venture in which the Company may
participate.  A potential venture may need additional capital or equity or may
merely desire to have its shares publicly traded.  Most likely the acquisition
or merger would involve an operating business desiring to have a public
trading market for its shares.  Management believes that the Company could
provide such an opportunity for a private operating business to become a
publicly held corporation without the time and expense typically associated
with an initial public offering.

Process of Evaluation

     Once a possible merger or acquisition has been identified, management
will seek to determine if a merger or acquisition should be made or if
additional investigation is needed.  This determination will be based on
management's knowledge and experience, in evaluating the preliminary
information available to them.  Management may also engage other professionals
to assist in the analysis of the business opportunities.  Because of the
Company's lack of resources it is unlikely it will have funds for a complete
and exhaustive investigation and evaluation.  It is unlikely that the Company
will receive a fairness opinion regarding any business opportunities.

    In the evaluation, consideration will be given to several factors
including but not limited to potential benefits to the Company, working
capital requirements, operating history, competition, present and anticipated,
future growth prospects, stage of development or exploration, future funding
requirements, management, profit potential and other factors deemed relevant
to the specific circumstances.

    All potential risks cannot be identified because the Company has not yet
identified any specific business opportunity. No assurance can be given that
following an acquisition or merger that the venture will be successful or even
develop into a going concern or if the business is already operating, that it
will continue operating successfully or at a profit.  Many potential business
opportunities involve new and untested products, processes or market
strategies which may fail.

Potential Acquisition or Merger Structure

     The Company is unable to determine the manner in which it may participate
or be a part of a business opportunity.  Each opportunity will be reviewed,
and based upon that review, a suitable legal structure or method of
acquisition or merger will be determined.  The manner in which the Company
participates will depend upon the nature of that opportunity, the respective
needs, objectives, and goals of each party and the relative negotiating
strength. Participation in a business opportunity may take the form of an
asset purchase, stock purchase, reorganization, merger or consolidation, joint
venture, license agreement, or partnership.  The Company does not intend to
participate in business opportunities through the purchase of minority stock
positions.  The Company may act directly or indirectly through an interest in
a partnership, corporation or other form of business organization.

     With limited assets and no recent operating history it is anticipated
that if the Company successfully enters into a transaction with an operating
business opportunity existing shareholders will experience substantial
dilution and a probable change in control of the Company.  Most likely, the
owners of the business opportunity will acquire control of the Company in the
transaction.  Management has not set any guideline as to the amount of control
it would offer to prospective business opportunities. Management will attempt
to negotiate the best possible agreement for the benefit of the Company's
shareholders.

Government Regulation

      The Company's business activities are subject to general governmental
regulations.

Facilities, Equipment and Employees

      The Company's offices are located at the office of its current
president, Mr. Benson, in Midvale, Utah.  The Company has no rent obligation
at the present time.  The Company has no employees.

     The Company believes that inflation has little impact on its business
affairs.

ITEM 2. Description of Property

     The Company's offices are located at the office of its president in
Midvale, Utah and has no obligation to pay rent at the present time.  The
Company has no other property.

ITEM 3. Legal Proceedings

     There are no legal proceedings pending against the Company, and, to the
best knowledge of the Company, no litigation has been threatened.

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

     During the fiscal year ended September 30, 2000 no matters were
submitted to a vote of security holders.

                                   Part II

ITEM 5.  Market for Common Equity and Related Stock Matters

     The Company's common stock is currently traded in the over-the-counter
market on the  NASD's Electronic  Bulletin  Board under the symbol "ACPI".
The Company's stock began trading on November 20, 2000.  The following table
sets forth, for the  respective  period  indicated,  the high and low bid
quotations,  as adjusted  for stock splits of the  Company's  common  stock,
as reported by the National Quotation Bureau, and represents prices between
dealers, does not include retail markups, markdowns or commissions, and may
not represent actual transactions:




Calendar Quarters                    High Bid                Low Bid
-----------------                    ---------               -------
2000

4th Quarter                           .625                    .625

     As of December 27, 2000, the Company had 621,100 shares of its common
stock issued and outstanding, and there were approximately 44 shareholders of
record.

    As of the date hereof, the Company has not paid or declared any cash
dividends.  Future payment of dividends by the Company, if any, is at the
discretion of the Board of Directors and will depend, among other criteria,
upon the Company's  earnings,  capital  requirements,  and its financial
condition as well as other relative factors.  Management intends to retain any
and all earnings to finance the  development of its business, at least in the
foreseeable future.  Such a policy is likely to be maintained as long as
necessary to provide  working  capital for the Company's operations.

RECENT SALES OF UNREGISTERED SECURITIES

     In March of 2000, the Company's board of directors voted to issue 100,000
shares to its then current president as compensation for work done on behalf
of the Company and as consideration for her loan to the Company.  The Company
believes this transaction was exempt from registration under the Securities
Act of 1933,  pursuant to Section 4(2), and the regulations promulgated
thereunder.

    In March of 2000, the Company sold 200,000 shares of its common stock for
$20,000 to Richard Casper, an investor.  The Company believes that the
transaction is exempt from registration under the Securities Act of 1933
pursuant to Rule 505 of Regulation D promulgated thereunder.  See Item 11.

     In June of 2000, the Company issued 20,000 shares of common stock to
Claire Singleton for consulting services provided to the Company.  The Company
believes this transaction is exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2).

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

     The following information should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in
this Form 10K-SB.

      The Company is a development stage company as it has limited assets,
operations and income.  It is believed that only limited capital will be
required to maintain the Company's operations and any funds needed in the
immediate future will be provided by the officers and directors of the
Company.  Nevertheless, unless the Company is able to accomplish an
acquisition or merger with an operating business or is able to obtain
significant financing there is substantial doubt and concern about the
Company's ability to continue as a going concern.

Plan of Operation

      During the next year the Company will investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures.  Generally management will follow the procedures discussed in Item 1
above.  Because the Company has no funds, it may be necessary for the officers
and directors to advance funds or accrue expenses until a future time.
Management intends to operate on limited funds.  If the Company determines to
employ outside advisers or consultants in its search for business
opportunities, the Company may have to attempt to raise additional funds.  As
of this date the Company has no plans to engage outside advisers or
consultants or to attempt to raise additional capital.  It may be anticipated
that at such time that the Company does enter into a transaction to acquire or
enter into a business opportunity, the Company will need to raise substantial
capital for operations.  If the Company seeks to raise capital, most likely it
would attempt a private placement of its securities.  Because of the Company's
current status a public sale of securities, or borrowing from conventional
sources, is unlikely.  No assurance can be given that the Company will be able
to obtain any funding if it determines funding is necessary or that such
funding could be obtained on terms acceptable to the Company. Since its
inception until September 30, 2000, the Company has accumulated a net loss of
$(59,143) from its activities. This loss may be carried forward and used to
offset future income, if any.  The Company must comply with applicable
regulations and must generate sufficient income prior to the expiration of the
net operating loss carryforwards.  If there is a change in control of the
Company, there will be an annual limitation on the amount of the net operating
loss carryforwards which can be used.  It is possible that the Company will
receive little or no benefit from the net operating loss carryforwards.  As of
September 30, 2000, the Company had current assets of $797 and current
liabilities of $2,025.

      For the year ended September 30, 2000, revenues were $365 and expenses
were $20,639 with a net loss of $(20,331) compared to revenues of $83,
expenses of $6,477 and a net loss of $(6,440) for year ended September 30,
1999.

Recent Accounting Pronouncements

      Statement of Financial Accounting Standards (SFAS) No. 136, "Transfers
of Assets to a not for profit organization or charitable trust that raises or
holds contributions for others", SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities   deferral of the effective date of FASB
Statement No. 133 (an amendment of FASB Statement No. 133.),", SFAS No. 138
"Accounting for Certain Derivative Instruments and Hedging Activities   and
Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS No. 53 and
Amendment to SFAS No. 63, 89 and 21", and SFAS No. 140, "Accounting to
Transfer and Servicing of Financial Assets and Extinguishment of Liabilities",
were recently issued.  SFAS No. 136, 137, 138, 139 and 140 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.

Inflation

      In the opinion of management, inflation has not had, and will not have,
a material effect on the operations of the Company.  When the Company
accomplishes a merger or acquisition, management will evaluate the possible
effects of inflation on operations and its business.

Risk Factors and Cautionary Statements

      This Registration Statement contains certain forward-looking statements.
The Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements.  Forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in or implied by the statements,
including but not limited to, the following: the ability of the Company to
maintain a sufficient customer base to have sufficient revenues to fund and
maintain its operations, the ability of the Company to meet its cash and
working capital needs, to have sufficient revenues to continue operations.

ITEM 7. Financial Statements



                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]

                             FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2000





                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]




                                   CONTENTS

                                                          PAGE
                                                          ----

      -   Independent Auditors' Report                     1

      -   Balance Sheet, September 30, 2000                2

      -   Statements of Operations, for the years
            ended September 30, 2000 and 1999 and
            from inception on October 24, 1996 through
            September 30, 2000                             3


      -   Statement of Stockholders' Equity (Deficit),
            from inception on October 24, 1996 through
            September 30, 2000                             4


      -   Statements of Cash Flows, for the years
            ended September 30, 2000 and 1999 and from
            inception on October 24, 1996 through
            September 30, 2000                             5


      -   Notes to Financial Statements               6 - 10


















                        PRITCHETT, SILER & HARDY, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS
                              430 East 400 South
                          Salt Lake City, Utah 84111
                      (801)328-2727 * FAX (801)328-1123



                         INDEPENDENT AUDITORS' REPORT



Board of Directors
ALMOST COUNTRY PRODUCTIONS, INC.
Salt Lake City, Utah

We have audited the accompanying balance sheet of Almost Country Productions,
Inc. [a development stage company] at September 30, 2000, and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years ended September 30, 2000 and 1999 and from inception on October 24,
1996 through September 30, 2000.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audits 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 audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Almost Country Productions, Inc.
[a development stage company] as of September 30, 2000, and the results of its
operations and its cash flows for the years ended September 30, 2000 and 1999
and for the period from inception on October 24, 1996 through September 30,
2000, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 6 to the financial
statements, the Company has current liabilities in excess of current assets
and has not yet been successful in establishing profitable operations, raising
substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 6.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

/s/ PRITCHETT, SILER & HARDY, P.C.

December 7, 2000
Salt Lake City, Utah

                                     -1-








                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]

                                BALANCE SHEET


                                    ASSETS



                                                     September 30,
                                                          2000
                                                      ------------
CURRENT ASSETS:
  Cash in bank                                        $       549
  Inventory                                                   248
                                                      ------------
        Total Current Assets                          $       797
                                                      ============


                   LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                                         2,025
                                                     -------------
        Total Current Liabilities                           2,025
                                                     -------------

STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value,
    50,000,000 shares authorized,
    621,100 shares issued and outstanding                     621
  Capital in excess of par value                           57,294
  Deficit accumulated during the development stage        (59,143)
                                                      ------------
        Total Stockholders' (Deficit)                      (1,228)
                                                      ------------
                                                      $       797
                                                      ============











   The accompanying notes are an integral part of this financial statement.

                                     -2-




                        ALMOST COUNTRY PRODUCTS, INC.
                        [A Development Stage Company]


                           STATEMENTS OF OPERATIONS



                                       For the          From Inception
                                      Year Ended         on October 24,
                                     September 30,       1996 through
                                ----------------------   September 30,
                                   2000        1999          2000
                                ------------ ------------ ------------
REVENUE:
  Sales, net                    $       365  $        83  $       636

COST OF GOODS SOLD                       57           46          213
                                ------------ ------------ ------------

   Gross Profit                         308           37          423
                                ------------ ------------ ------------
EXPENSES:
  General and administrative         20,639        6,421       35,483
  Cost of record master                   -            -       22,332
  Other operating expenses                -           56        1,751
                                ------------ ------------ ------------

        Total Expenses              (20,639)       6,477       59,566
                                ------------ ------------ ------------
LOSS FROM OPERATIONS                (20,331)      (6,440)     (59,143)

CURRENT TAXES EXPENSE                     -            -            -

DEFERRED TAX EXPENSE                      -            -            -
                                ------------ ------------ ------------

NET LOSS                        $   (20,331) $    (6,440) $   (59,143)
                                ============ ============ ============

LOSS PER COMMON SHARE           $      (.04) $      (.02) $      (.18)
                                ============ ============ ============









  The accompanying notes are an integral part of these financial statements.



                                     -3-


<PAGE>
                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]

                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                FROM THE DATE OF INCEPTION ON OCTOBER 24, 1996
                          THROUGH SEPTEMBER 30, 2000
                                                                     Deficit
                                                                  Accumulated
                                   Common Stock       Capital in  During the
                              ----------------------- Excess of   Development
                                 Shares     Amount    Par Value      Stage
                              ----------- ----------- ---------- ------------
BALANCE, October 24, 1996              -  $        -  $       -  $         -

Issuance of 200,000 shares
 common stock for cash,
 October 24, 1996 at
 $.01 per share                  200,000         200      1,800            -

Issuance of 100,000 shares
 common stock for cash,
 March 31, 1997 at $.30 per
 share, net of $5,975
 offering costs                  100,000         100     23,925            -

Issuance of 1,100 shares of
 common stock for legal
 services and other operating
 expenses June 30, 1997 at
 $.30 per share                    1,100           1        329            -

Net loss for the period ended
 September 30, 1997                    -           -          -      (26,831)
                              ----------- ----------- ---------- ------------
BALANCE, September 30, 1997      301,100         301     26,054      (26,831)

Net loss for the year ended
 September 30, 1998                    -           -          -       (5,541)
                              ----------- ----------- ---------- ------------
BALANCE, September 30, 1998      301,100         301     26,054      (32,372)

Net loss for the year ended
 September 30, 1999                    -           -          -       (6,440)
                              ----------- ----------- ---------- ------------
BALANCE, September 30, 1999      301,100         301     26,054      (38,812)

Issuance of 100,000 shares of
 common stock as compensation
 to a shareholder, March 24,
 2000 at $.0956 per share        100,000         100      9,460            -

Issuance of 200,000 shares of
 common stock for cash, March
 24, 2000 at $.10 per share      200,000         200     19,800            -

Issuance of 20,000 shares of
 common stock for services
 rendered, June 28, 2000 at
 $.10 per  share                  20,000          20      1,980            -

Net loss for the year ended
 September 30, 2000                                                  (20,331)
                              ----------- ----------- ---------- ------------
BALANCE, September 30, 2000      621,100  $      621  $  57,294  $   (59,143)
                              =========== =========== ========== ============

   The accompanying notes are an integral part of this financial statement.
                                     -4-

                        ALMOST COUNTRY PRODUCTS, INC.
                        [A Development Stage Company]

                           STATEMENTS OF CASH FLOWS

                                                For the         From Inception
                                              Year Ended        on October 24,
                                             September 30,      1996 through
                                        ----------------------- September 30,
                                             2000       1999        2000
                                        ----------- ----------- ------------
Cash Flows From Operating Activities:
  Net loss                              $  (20,331) $   (6,440) $   (59,143)
  Adjustments to reconcile net loss
   from operating activities:
    Depreciation and amortization                -         186          310
    Non-cash expense                        11,560           -       11,890
    Changes in assets and liabilities:
     Decrease (increase) in inventory            9        (103)        (248)
     Increase (decrease)in
      accounts payable                       1,925      (4,501)       2,025
                                       ----------- ----------- -------------
        Net Cash Flows (Used) by
         Operating Activities              (6,837)    (10,652)      (45,166)
                                       ----------- ----------- -------------
Cash Flows From Investing Activities:
  Payments for organization costs               -           -          (310)
                                       ----------- ----------- -------------
        Net Cash (Used) by
         Investing Activities                   -           -          (310)
                                       ----------- ----------- -------------
Cash Flows From Financing Activities:
  Proceeds from shareholder loans           4,300      12,001        18,272
  Payments on shareholder loans           (18,272)          -       (18,272)
  Proceeds from common stock issuance      20,000           -        52,000
  Payment of stock offering costs               -           -        (5,975)
                                       ----------- ----------- -------------
        Net Cash Provided by
         Financing Activities               6,028      12,001        46,025
                                       ----------- ----------- -------------
Net Increase (Decrease) in Cash              (809)     (1,349)          549

Cash at Beginning of the Period             1,358           9             -
                                       ----------- ----------- -------------
Cash at End of the Period              $      549  $    1,358  $        549
                                       =========== =========== =============

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                           $        -  $        -  $          -
    Income taxes                       $        -  $        -  $          -

Supplemental Schedule of Noncash Investing and Financing Activities:

  For the year ended September 30, 2000:
      The Company issued 100,000 shares of common stock in lieu of $9,560 in
      compensation to a shareholder.

      The Company issued 20,000 shares of common stock for $2,000 in services
      rendered.

  For the year ended September 30, 1999:  None

  The accompanying notes are an integral part of these financial statements.
                                     -5-


                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]

                        NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization -  Almost Country Productions, Inc. (the Company) was organized
under the laws of the State of Nevada on October 24, 1996.  The Company has
not yet generated significant revenues from its planned principal operations
and is considered a development stage company as defined in the Statement of
Financial Accounting Standards (SFAS) No. 7.  The Company is planning to
engage in the business to produce and market country music on tapes and
compact discs (CD's) featuring Pamela Lindquist and her music group known as
Almost Country.  The Company has, at the present time, not paid any dividends
and any dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.

Inventory - Inventory is carried at the lower of cost or market.  Cost is
determined by the first-in, first-out method.

Organization Costs - The Company has amortized its organization costs, which
reflect amounts expended to organize the Company, in accordance with the
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities."

Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented, in
accordance with Statement of Accounting Financial Standard No. 128 "Earnings
Per Share". [See Note 8]

Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.

Revenue Recognition -  The Company recognizes revenue when product is
delivered.

Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities, the disclosures 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 estimated
by management.

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards (SFAS) No. 136, "Transfers of Assets to a not for profit
organization or charitable trust that raises or holds contributions for
others", SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities   deferral of the effective date of FASB Statement No. 133 (an
amendment of FASB Statement No. 133.),", SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities   and Amendment of SFAS
No. 133", SFAS No. 139, "Recission of SFAS No. 53 and Amendment to SFAS No 63,
89 and 21", and SFAS No. 140, "Accounting to Transfer and Servicing of
Financial Assets and Extinguishment of Liabilities", were recently issued SFAS
No. 136, 137, 138, 139 and 140 have no current applicability to the Company or
their effect on the financial statements would not have been significant.

                                     -6-


<PAGE>
                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]

                        NOTES TO FINANCIAL STATEMENTS

NOTE 2 - INVENTORY

  Inventory at September 30, 2000 consists of the following:

        Compact disc's                     $   853
        Cassette tapes                         140
        Allowance for excess quantities
         of inventory                         (745)
                                           --------
                                           $   248
                                           ========

During the year ended September 30, 2000, the Company had gross product sales
of $365 with a corresponding cost of goods sold of $57.  The sales came
through the medium of a benefit concert with Pamela Lindquist, the Company's
President, performing with Nashville recording artist Boots Randolph on
February 12, 2000.  The concert was produced by Dolphin Productions, Inc.
("Dolphin"), a Nevada corporation doing business in Utah as a producer of
music concerts.  The Company and Dolphin entered into a joint marketing
agreement, which will assist artists.  Dolphin entered into a joint marketing
agreement, which will assist the Company in marketing its products and
acquiring rights to the works of other artists.  Dolphin is a privately held
Nevada corporation of which Richard H. Casper, the Company's legal counsel, is
president.  Management believes that while the Company has some excess
quantities of inventory, a portion of the inventory is still saleable.
Accordingly, the Company has established an allowance for excess quantities of
inventory to reduce the valuation of the inventory to its estimated market
value of $248.

NOTE 3 - CAPITAL STOCK

Common Stock - During March of 2000, the Company renegotiated the terms of a
loan from a shareholder and entered into and entered into an agreement with
Richard H. Casper, corporate legal counsel and the President of Dolphin
Productions, Inc. (see also note 2 above) whereunder Mr. Casper will pay
$20,000 to the Company for 200,000 shares of the Company's common stock.  With
the proceeds, the Company repaid its note payable to the Company's president,
Pamela Lindquist, which had a balance of $18,272 as of March 31, 2000.  The
remaining amount of $1,728 was agreed to release his lien against the shares
of the Company's President and Secretary.  This transaction was consummated,
and the shares were issued to Mr. Casper, in May of 2000.

During March of 2000, the Company's board of directors voted to issue 100,000
shares of its common stock to its President, Pamela Lindquist, as compensation
for her work in producing and marketing the Company's products, managing the
affairs of the Company, as reimbursement for out-of-pocket costs incurred by
Ms. Lindquist in managing the Company's affairs and as consideration for her
loan to the Company.  This transaction was consummated, and the shares were
issued to Ms. Lindquist, in May of 2000.

During June of 2000, the Company's board of directors voted to issue 20,000
shares of common stock to Claire Singleton, a consultant to the firm, as
compensation for her support, guidance and consulting services provided.

                                     -7-


<PAGE>
                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]

                        NOTES TO FINANCIAL STATEMENTS

NOTE 3 - CAPITAL STOCK [Continued]

During June 1997, the Company issued 1,000 shares of common stock for legal
services rendered in association with its public stock offering, valued at
$300.

During June 1997, the Company issued 100 shares of common stock for operating
expenses valued at $30.

Public Offering - During March 1997, the Company issued 100,000 shares of
common stock for cash at $0.30 per share, net of $5,975 stock offering cost,
pursuant to a public offering believed to be exempt from registration with the
Securities and Exchange Commission under rule 504 of Regulation D as
promulgated under the Securities Act of 1933, as amended.

Organization - During October 1996, in connection with its organization, the
Company issued 200,000 shares of its previously authorized, but unissued
common stock.  Total proceeds from the sale of stock amounted to $2,000 (or
$.01 per share).

NOTE 4 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".  SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards.  At September 30, 2000, the
Company has available unused operating loss carryforwards of approximately
$59,000, which may be applied against future taxable income and which expire
in various years through 2020.

The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined.  Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the amount of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards.  The net deferred tax asset is approximately $20,000 as of
September 30, 2000, with an offsetting valuation allowance at September 30,
2000 of the same amount.  The increase in the valuation allowance for the year
ended September 30, 2000 was approximately $7,100.

                                     -8-


<PAGE>
                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]

                        NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS

Management Compensation - Prior to March 2000, the Company had not paid any
compensation to its officers and directors.  During March of 2000, the
Company's board of directors agreed issue 100,000 shares of its common stock
to its President, Pamela Lindquist, as compensation for her work in producing
and marketing the company's products, managing the affairs of the Company,
office, travel and telephone expenses paid by Ms. Lindquist in behalf of the
Company and as consideration for her loan to the Company.  This transaction
was consummated, and the shares were issued to Ms. Lindquist in May of 2000.

Office Space - The Company has not had a need to rent office space.  An
officer/shareholder of the Company is allowing the Company to use her home as
a mailing address, as needed, at no expense to the Company.

Debt Reduction  - During March of 2000, the Company renegotiated the terms of
a loan from a shareholder and entered into an agreement with Richard H.
Casper, corporate legal counsel and the President of Dolphin Productions, Inc.
(see also Note 2 above) where under Mr. Casper paid $20,000 for 200,000 shares
the of the Company's common stock.  The Company previously reported that
Pamela Lindquist and Marie Lindquist, respectively the President and Secretary
of the Company, had contracted during the quarter ended December 31, 1999, to
sell 66,000 of their combined shares to Richard Casper, the Company's legal
counsel.  During March 2000, the Company renegotiated the terms of the
agreement.  Of the $20,000 in proceeds, $18,272 repaid the Company's note to
Pamela Lindquist, and the balance of $1,728 will be used by the company for
operating capital.  Through this transaction, Mr. Casper has released his lien
against the shares of the Company's President and Secretary.  The foregoing
transaction was fully consummated, and the shares were issued to Mr. Casper,
in May 2000.

NOTE 6 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
Company as a going concern.  However, the Company has incurred losses since
its inception, has current liabilities in excess of current assets and has not
yet been successful in establishing profitable operations.  These factors
raise substantial doubt about the ability of the Company to continue as a
going concern.  In this regard, management is proposing to raise any necessary
additional funds not provided by its planned operations through loans and/or
through additional sales of its common stock.  There have been no significant
product sales during the year ended September 30, 2000; however, management is
still attempting to develop new markets in the United States, and is
contemplating marketing efforts in foreign markets. There is no assurance that
the Company will be successful in raising additional capital or in developing
new markets for its products in the U.S. or in foreign markets, or achieving
profitable operations.  The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

                                     -9-



<PAGE>
                       ALMOST COUNTRY PRODUCTIONS, INC.
                        [A Development Stage Company]

                        NOTES TO FINANCIAL STATEMENTS

NOTE 7 - COMMITMENTS

During September 1996, the Company entered into a contract with Pamela
Lindquist (the Company's President) wherein the Company will provide up to
$25,000 in financing to develop and produce tapes and CD's for Almost Country,
Pamela Lindquist's music group.  In return, Pamela has assigned a financial
interest that will provide a royalty of $2.00 on each tape and $2.50 on each
CD sold from the recordings produced, for a period of two years.  On September
1, 1999, the company entered into an agreement with Pamela Lindquist that
extends the terms of the contract through September 30, 2000.

NOTE 8 - LOSS PER SHARE

The following data show the amounts used in computing loss per share for the
periods presented:


                                      For the         From Inception
                                    Year Ended        on October 24,
                                   September 30,      1996 through
                              ----------------------- September 30,
                                  2000       1999        2000
                              ----------- ----------- -------------

      Loss from continuing
      operations available to
      common shareholders
      (numerator)             $  (20,331) $   (6,440) $   (59,143)
                              ----------- ----------- -------------
      Weighted average
      number of common
      shares outstanding
      used in loss per share
      for the period
      (denominator)              461,974     301,100      330,889
                              ----------- ----------- -------------

NOTE 9 - SUBSEQUENT EVENTS

Subsequent to year end the majority shareholders of the Company entered into a
Stock Purchase agreement wherein the shareholders would sale their common
stock held to a third party.  The sale would result in a change in control of
the Company as the new owners would hold approximately 80% of the outstanding
common stock of the Company.

                                     -10-

ITEM 8. Changes In and Disagreements With Accountants on Accounting and
        Financial  Disclosure

       During the fiscal year, there have been no changes in or disagreements
with accountants.




                                   Part III


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

       The following sets forth information related to the Company's sole
executive officer and director:


Name                   Position             Age    Directorship
-----                  --------            ----    ------------

Reed L. Benson         President            53     Director since
                                                   December 20, 2000

Caroline Christensen   Secretary/Treasurer  53

Mr. Benson has served as the President and sole director of the Company only
since December 20, 2000 and will continue to serve until his successors are
elected and dully qualified.  He is a practicing attorney in the State of Utah
and since April 15, 2000 has been engaged in the private practice of law as a
sole practitioner and managing his own investments.  From June 30, 1995 until
April 15, 2000, Mr. Benson was Vice President, Secretary and General Counsel
of Data Broadcasting Corporation, a publicly traded corporation.

Ms. Christensen has served as Secretary/Treasurer since December 20, 2000.
Since January, 2000 she has served as administrative assistant for the Lewis
Law Offices.  From December, 1998 to December, 1999 Ms. Christensen was the
administrative assistant/ office manager for Alliance Commercial Real Estate.
Prior to December, 1998 she was the administrative assistant/office manager
for Hermes Development.

ITEM 10. Executive Compensation

     The Company has not paid any compensation either as salary or benefits to
any officer or director since inception other than the Agreement between the
Company and Ms. Lindquist for the production of the music tape and CD.  Ms.
Lindquist is no longer an officer or director of the Company.  Mr. Benson has
received no salary for serving as president of the company.

ITEM 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information, to the best of the Company's
knowledge, as of September 30, 2000, with respect to each person known by the
Company to own beneficially more than 5% of the issued and outstanding common
stock, each officer, director and all directors and officers as a group.




Name and Address               Amount and Nature of           Percent
of Beneficial Owner            Beneficial Ownership           Of Class(1)
------------------------       ---------------------          -----------
Pamela Lindquist                      200,000                     32
245 North Vine Street, No.105
Salt Lake City, Utah 84103

Marie Lindquist                       100,000                     16
780 North 150 West
Logan, Utah 84321

Richard Casper                        200,000                     32
5450 South Green Street
Murray, Utah 84123

Reed L. Benson (2)                          0                      0
8361 Ridge Point Rd.
Sandy, UT 84123

Caroline Christensen (3)                    0                      0
322 E. Clark St.
Murray, UT 84107

   All Executive Officers &                 0                      0
   Directors as a Group


(1)   Based on 621,100 shares of common stock outstanding as of September 30,
      2000.

(2)   Mr. Benson is president and sole director of the Company.

(3)   Ms. Christensen is secretary/treasurer of the Company.

     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 does not
have any standing committees.

     None of the officers or directors of the Company has during the past five
years, been involved in any events (such as petitions in bankruptcy, receiver-
ship or insolvency, criminal proceedings or proceedings relating to securities
violations).

Officer Remuneration

     As of September 30, 2000, the Company had no employment contracts with
any officers or directors.  No one was paid a salary and received compensation
in any form of $60,000 or more in any year since operations began.

Officer and Director Compensation

     The Company's directors are not compensated for attending meetings of the
Board of Directors. In the future the directors may be compensated for their
services.  No decision has been made as to the manner or type of future
compensation.

ITEM 12. Certain Relationships and Related Transactions

     During year ended September 30, 1999, the Agreement between the Company

and Ms. Lindquist was extended until September 30, 2000 on which date the
agreement was terminated.  Ms. Lindquist owns 200,000 shares of the Company's
common stock.

ITEM 13. Exhibits and Reports on Form 8-K

    The Exhibits from the Company's Form 10-SB are incorporated herein by this
reference.  There have been no reports on Form 8-K filed during the past year.


                                  SIGNATURES

     In accordance with the requirement of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                             ALMOST COUNTRY PRODUCTIONS, INC.


Date: February 13, 2001       By /s/ Reed L. Benson
                                President, Chief Executive Officer
                                and Director