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

                                   Form 10-KSB

(Mark One)

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

     For the fiscal year ended: July 31, 2000

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

Commission file no.:  0-27381

                     Aquaculture Resources Management, Inc.
        ----------------------------------------------------------------
                 (Name of small business issuer in its charter)

           Florida                                     65-0877740
-------------------------------                        -------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                            Identification No.)

265 Sunrise Avenue, Suite 204
Palm Beach, FL                                         33480
- ---------------------------------------             ----------
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number (561) 832-5698

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

                                                    Name of each exchange on
 Title of each class                                 which registered

   None
--------------------------                          ------------------------

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

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

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


<PAGE>



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

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

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

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

     Of the  6,000,000  shares  of voting  stock of the  registrant  issued  and
outstanding as of July 31, 2000,  1,000,000  shares are held by  non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.



<PAGE>



               SUMMARY TABLE OF CONTENTS SUMMARY TABLE OF CONTENTS

                                     PART I


Item 1.   Description of Business.

Item 2.   Description of Property.

Item 3.   Legal Proceedings.

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


                                     PART II

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

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

Item 7.   Financial Statements.

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

                                    PART III

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

Item 10.  Executive Compensation.

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

Item 12.  Certain Relationships and Related Transactions.

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







<PAGE>



                                     PART I

Item 1. Description of Business

         (a)      Business Development

         Aquaculture Resources Management, Inc. (the "Company") was organized on
April 18,  1997,  under  the laws of the State of  Florida,  having  the  stated
purpose of  engaging in any lawful  activities.  The Company was formed with the
contemplated  purpose to engage in  aquaculture  farming  and  marketing  in the
United  States  and  elsewhere.  The  business  concept  and plan was based upon
information  obtained by the incorporator  several years before while working in
China.  The  incorporator was unable to obtain the cooperation and assistance of
workers and investors to implement the proposed  plan.  After  development  of a
business plan and efforts to develop the business failed,  all such efforts were
abandoned.

         The Company never engaged in an active trade or business throughout the
period from 1997 until just  recently.  On August 1, 1999, all of the issued and
outstanding  shares of the common stock of the Company were acquired from Donald
F. Mintmire,  (5,000,000 shares of common stock) and Richard W.A. Davis (500,000
shares of common  stock) its two (2)  shareholders.  At that time neither was an
officer or director of the Company.  The shares were purchased from Mr. Mintmire
by Mr.  Gregory D.  Nichols,  the  principal  of the  Company.  The shares  were
purchased  from Mr. Davis on that same date by a number of  investors  which did
not  include Mr.  Nichols.  The  original  shareholders  individually  agreed to
exchange the 5,500,000 issued and outstanding  shares held by such  shareholders
to the new group of investors in exchange for a commitment  by the new investors
to arrange to pay the costs of the continued operations of the corporation,  and
bringing  its books and records up to date.  The Company  additionally  received
gross  proceeds  in the  amount of  $20,000  from the sale of a total of 500,000
shares of common stock,  $.0001 par value per share (the "Common Stock"),  in an
offering  conducted  pursuant to Section 3(b) and 4(2) of the  Securities Act of
1933, as amended (the "Act"),  and Rules 505 and 506 of Regulation D promulgated
thereunder.  This  offering  was made in the State of  Georgia  and the State of
Florida.  The Company undertook the offering of shares of Common Stock on August
1, 1999.

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

         On August 1, 1999, the Company also  determined it should become active
in seeking potential  operating  businesses and business  opportunities with the
intent to acquire or merge with such businesses.




<PAGE>



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

         The Company's  principal  executive  offices are located at 265 Sunrise
Avenue,  Suite  204,  Palm  Beach,  FL 33480 and its  telephone  number is (561)
832-5698.

         (B)      Business of Issuer

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

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

Sources of Business Opportunities

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

         The Company does not intend to restrict its search to any specific kind
of industry or business.  The Company may investigate  and ultimately  acquire a
venture that is in its


<PAGE>



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

Evaluation

         Once the  Company has  identified  a  particular  entity as a potential
acquisition  or merger  candidate,  management  will seek to  determine  whether
acquisition  or  merger  is  warranted  or  whether  further   investigation  is
necessary.  Such determination will generally be based on management's knowledge
and  experience,  (limited  solely to working  history - See "PART III,  Item 9.
Directors, Executive Officers, etc.") or with the assistance of outside advisors
and  consultants  evaluating  the  preliminary  information  available  to them.
Management  may elect to  engage  outside  independent  consultants  to  perform
preliminary analysis of potential business  opportunities.  However,  because of
the Company's limited capital it may not have the necessary funds for a complete
and exhaustive investigation of any particular opportunity.  Management will not
devote  full time to  finding a merger  candidate,  will  continue  to engage in
outside unrelated  activities,  and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.

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

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

Form of Potential Acquisition or Merger

         Presently  the  Company  cannot  predict  the  manner in which it might
participate  in a prospective  business  opportunity.  Each  separate  potential
opportunity  will be reviewed  and,  upon the basis of that  review,  a suitable
legal structure or method of participation will be chosen.


<PAGE>



The particular  manner in which the Company  participates in a specific business
opportunity  will depend  upon the nature of that  opportunity,  the  respective
needs and desires of the  Company and  management  of the  opportunity,  and the
relative negotiating strength of the parties involved. Actual participation in a
business venture may take the form of an asset purchase,  lease,  joint venture,
license, partnership, stock purchase,  reorganization,  merger or consolidation.
The Company may act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company does not intend
to  participate  in  opportunities   through  the  purchase  of  minority  stock
positions.

         Because of the Company's  current status and recent inactive status for
the prior  four (4)  years,  and its  concomitant  lack of assets  and  relevant
operating  history,  it is likely that any potential  merger or acquisition with
another operating  business will require  substantial  dilution to the Company's
existing shareholders  interests.  There will probably be a change in control of
the Company,  with the incoming  owners of the  targeted  merger or  acquisition
candidate taking over control of the Company. Management has not established any
guidelines  as to the amount of control  it will offer to  prospective  business
opportunity  candidates,  since this issue will depend to a large  degree on the
economic  strength and  desirability  of each candidate,  and the  corresponding
relative bargaining power of the parties.  However,  management will endeavor to
negotiate the best possible terms for the benefit of the Company's  shareholders
as the case arises.  Management may actively  negotiate or otherwise  consent to
the  purchase of any  portion of their  common  stock as a  condition  to, or in
connection  with, a proposed merger or acquisition.  In such an event,  existing
shareholders  may not be  afforded an  opportunity  to approve or consent to any
particular  stock buy-out  transaction.  However the terms of the sale of shares
held by present  management of the Company will be extended equally to all other
current shareholders.

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

         In the event of a successful  acquisition or merger, a finder's fee, in
the  form  of  cash  or  securities  of the  Company,  may be  paid  to  persons
instrumental in facilitating the transaction. The


<PAGE>



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

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

Possible Blank Check Company Status

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

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

         Many states (excluding Florida where the Company is incorporated)  have
statutes, rules and regulations limiting the sale of securities of "blank check"


<PAGE>



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

Rights of Shareholders

         The Company amended its Articles of Incorporation on September 8, 1999,
to expressly  provide that the Board of Directors is authorized to enter into on
behalf  of the  corporation  and to bind  the  corporation  without  shareholder
approval, any and all acts approving the terms and conditions of a merger and/or
a share exchange,  and shareholders  affected thereby,  shall not be entitled to
dissenters rights with respect thereto under any applicable statutory dissenters
rights provision.  This provision expressly eliminates shareholder participation
in the merger and/or share  exchange  contemplated  by the Company and expressly
eliminates any shareholders  dissenters  rights.  The Company does not intend to
provide  its  shareholders  with  complete  disclosure  documentation  including
audited finance statements concerning a target company and its business prior to
any mergers or acquisitions.

Competition

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

Employees

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

Industry Segments

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



<PAGE>



Item 2. Description of Property

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

Item 3. Legal Proceedings

         The Company is currently not a party to any pending  legal  proceedings
and no such action by, or to the best of its knowledge,  against the Company has
been  threatened.  The Company was  inactive  from late 1995 through the date of
this Form 10-KSB.

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

         No matter was  submitted  during the fourth  quarter of the fiscal year
ended  July  31,  2000,  covered  by  this  report  to a vote  of the  Company's
shareholders, through the solicitation of proxies or otherwise.

                                     PART II

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

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

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

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


<PAGE>



Rule 15g9(d)(1)  incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act.

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

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

         As of July 31, 2000,  there were 26 holders of record of the  Company's
common stock.

         As of the date hereof, the Company has issued and outstanding 6,000,000
shares of common stock.  Of this total,  500,000 shares may be sold or otherwise
transferred without  restriction  pursuant to the terms of Rule 144 ("Rule 144")
of the  Securities  Act of 1933,  as amended  (the "Act") since such shares were
originally  issued in transactions  more than two (2) years ago.  5,000,000 such
shares  remain  restricted  under  Rule 144  since  such  shares  are held by an
affiliate.  An additional  500,000 shares were may be sold by complying with the
provisions of Rule ("Rule 144") of the  Securities  Act of 1933, as amended (the
"Act") since such shares were originally  issued in  transactions  more than one
(1) year ago.

Dividend Policy

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




<PAGE>



Public Quotation of Stock

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


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

         The Company is  considered  a  development  stage  company with limited
assets or capital,  and with no operations or income since  approximately  1997.
The costs and expenses associated with the preparation and filing of its initial
registration statement and subsequent Securities and Exchange Commission filings
as well as other  operations of the Company have been paid for by a shareholder,
specifically  Gregory D.  Nichols.  Mr.  Nichols has agreed to pay future  costs
associated  with filing future reports under Exchange Act of 1934 if the Company
is unable to do so. It is anticipated that the Company will require only nominal
capital to maintain the  corporate  viability of the Company and any  additional
needed funds will most likely be provided by the Company's existing shareholders
or its sole officer and director in the immediate future.  Current  shareholders
have not  agreed  upon the terms and  conditions  of future  financing  and such
undertaking  will be subject  to future  negotiations,  except  for the  express
commitment of Mr. Nichols to fund required 34 Act filings. Repayment of any such
funding will also be subject to such negotiations.  However,  unless the Company
is able to facilitate an acquisition of or merger with an operating  business or
is able to obtain  significant  outside  financing,  there is substantial  doubt
about its ability to continue as a going concern.

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

         Management plans may but do not currently provide for experts to secure
a successful  acquisition  or merger partner so that it will be able to continue
as a going concern. In the event such efforts are unsuccessful, contingent plans
have been  arranged to provide  that the  current  Director of the Company is to
fund required  future filings under the 34 Act, and existing  shareholders  have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.

Plan of Operation

         During the next twelve  months,  the  Company  will  actively  seek out
and investigate possible business  opportunities with the intent to acquire or


<PAGE>



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

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

Item 7.           Financial Statements

         The Company's  financial  statements  for the years ended July 31, 2000
have been examined to the extent  indicated in their  reports by Dorra,  Shaw, &
Dugan,  independent certified accountants,  and have been prepared in accordance
with generally accepted accounting  principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange  Commission and are included  herein,
on Page F-1 hereof in response to Part F/S of this Form 10-KSB.










<PAGE>




AQUACULTURE RESOURCES MANAGEMENT, INC.


TABLE OF CONTENTS



Independent Auditors' Report                                      F-1

Balance Sheet                                                     F-2

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

Statement of Changes in Stockholders' Equity                      F-4

Statement of Cash Flows                                           F-5

Notes to Financial Statements                                     F-6






<PAGE>



                               Dorra Shaw & Dugan
                          Certified Public Accountants


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Aquaculture Resources Management, Inc.
Palm Beach, Florida


We  have  audited  the  accompanying  balance  sheet  of  Aquaculture  Resources
Management,  Inc. (a Florida  corporation and a development stage company) as of
July 31, 2000,  and the related  statements of operations,  deficit  accumulated
during the development stage, cash flows and changes in stockholders' equity for
the year ended July 31, 2000. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Aquaculture   Resources
Management,  Inc. as of July 31, 2000 and the results of its  operations and its
cash flows and changes in stockholders'  equity for the year ended July 31, 2000
in conformity with generally accepted accounting principles.

Audited balance sheets for prior periods and the statements of operations,  cash
flows and  changes in  stockholders'  equity for the year ended July 31, 1999 as
required by item 310 of regulation S-B are not provided  because the company was
dormant.

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


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



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



<PAGE>



<TABLE>
<CAPTION>
AQUACULTURE RESOURCE MANAGEMENT,
INC.
(A Development Stage Company)

BALANCE SHEET

July 31,                                                                  2000
--------------------------------------------------------------------- ----------
<S>                                                                   <C>
ASSETS
Current Assets:
    Cash                                                              $   9,350
--------------------------------------------------------------------- ----------

TOTAL CURRENT ASSETS                                                      9,350
--------------------------------------------------------------------- ----------

                                                                      $   9,350
--------------------------------------------------------------------- ----------

LIABILITIES

Current Liabilities:
    Accrued expenses                                                  $   6,000
--------------------------------------------------------------------- ----------

TOTAL CURRENT LIABILITIES                                                 6,000
--------------------------------------------------------------------- ----------

                                                                          6,000
--------------------------------------------------------------------- ----------

STOCKHOLDERS' EQUITY

    Common stock - $.0001 par value - 50,000,000 shares authorized
          6,000,000 shares issued and outstanding                           600

    Preferred stock - no par value - 10,000,000 shares authorized
          No shares issued and outstanding                                    -
    Additional paid-in-capital                                           21,900
    Deficit accumulated during the developmental stage                  (19,150)
--------------------------------------------------------------------- ----------

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

                                                                      $   9,350
--------------------------------------------------------------------- ----------
</TABLE>




                 See Accompanying Notes To Financial Statements

                                       F-2


<PAGE>



<TABLE>
<CAPTION>
AQUACULTURE RESOURCES MANAGEMENT, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT
   ACCUMULATED DURING THE DEVELOPMENT STAGE

For the year ended July 31,                                2000
-------------------------------------------------------- ----------------
<S>                                                      <C>
Revenues                                                 $             -
-------------------------------------------------------- ----------------


Operating expenses:
   Professional fees                                              10,500
   Consulting fees                                                 6,000
   Taxes and licenses                                                150

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

Total operating expenses                                          16,650

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

Loss before income taxes                                         (16,650)
   Income taxes                                                        -
-------------------------------------------------------- ----------------

Net loss                                                         (16,650)

Deficit accumulated during the
         development stage - August 1, 1999                       (2,500)
-------------------------------------------------------- ----------------

Deficit accumulated during the
         development stage - July 31, 2000               $       (19,150)
-------------------------------------------------------- ----------------

Net loss per share                                       $        (0.002)
-------------------------------------------------------- ----------------

Weighted average shares of
         common stock                                          6,000,000
-------------------------------------------------------- ----------------
</TABLE>




                 See Accompanying Notes To Financial Statements

                                       F-3



<PAGE>



<TABLE>
<CAPTION>
AQUACULTURE RESOURCES MANAGEMENT, INC.
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

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

     April 18, 1997 - Services  5,500,000 $      -  $  550 $    1,950  $        -  $  2,500
     (Date of Inception)

Issuance of Common Stock:

     August 1, 1999               500,000        -      50     19,950           -    20,000



Deficit accumulated during
     the development stage              -        -       -          -     (19,150)  (19,150)
------------------------------- --------- --------- ------ ----------- ----------- ---------

Balance - July 31, 2000         6,000,000 $      -  $  600 $   21,900  $  (19,150) $  3,350
------------------------------- --------- --------- ------ ----------- ----------- ---------
</TABLE>







                  See Accompanying Notes To Financial Statement

                                       F-4



<PAGE>



<TABLE>
<CAPTION>
AQUACULTURE RESOURCES MANAGEMENT, INC.

(A Development Stage Company)

Statement of Cash Flows

For the year ended July 31,                                        2000
----------------------------------------------------------     ------------
<S>                                                            <C>
Operating Activities:

    Net loss                                                   $   (16,650)
    Adjustments to reconcile net loss to net cash
        used by operating activities:
           Increase in:
               Accrued expenses                                      6,000
----------------------------------------------------------     -------------


Net cash used by operating activities                               (10,650)
----------------------------------------------------------     -------------


Net decrease in cash                                                (10,650)
----------------------------------------------------------     -------------


Cash - August 1, 1999                                                20,000
----------------------------------------------------------     -------------

Cash - July 31, 2000                                           $      9,350
----------------------------------------------------------     -------------
</TABLE>








                 See Accompanying Notes To Financial Statements

                                       F-5



<PAGE>



Aquaculture Resources Management, Inc.
Notes to Financial Statements


Note A - Summary of Significant Accounting Policies:


Organization

Aquaculture  Resources  Management,  Inc.  (a  development  stage  company) is a
Florida Corporation  organized to engage in aquaculture farming and marketing in
the United States and elsewhere.  The Company failed in its attempt to implement
its  initial  business  plan and during June 1997  abandoned  its  efforts.  The
Company had no  operations  for the period  prior to June 1997.  The Company was
inactive  and  there  were  no  transactions  from  June  1997  to the  date  of
reinstatement  by the State of  Florida on  November  30,  1998 that  affect the
balances  reflected  in the  financial  statements  as of  August  1,  1999.  In
addition,  audited  balance  sheets  for prior  periods  and the  statements  of
operations, cash flows and stockholders' equity for the year ended July 31, 1999
as required by item 310 of regulation  S-B are not provided  because the company
was dormant.

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

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a July 31 year-end.

Start - Up Costs

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

Loss Per Share

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

Use of Estimates

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

Note B - Stockholders' Equity:

On April 18, 1997, the Company issued  6,000,000 shares of common stock, in lieu
of  cash,  for the  fair  market  value  of  services  rendered  by its  initial
stockholders.  On or about August 1, 1999,  third  parties  purchased the shares
from the initial stockholders.


                                       F-6


<PAGE>



Aquaculture Resources Management, Inc.
Notes to Financial Statements


Note B - Stockholders' Equity (con't):


Subsequently the same third parties purchased at $0.04 per share, 500,000 shares
of the common stock of the Company in a private placement pursuant to Regulation
D of the SEC. The $10,500 in  professional  fees includes the costs and expenses
of legal and accounting  service  associated  with the preparation and filing of
the registration statement.

At July 31, 2000,  the Company had  authorized  50,000,000  shares of $.0001 par
value  common  stock  and had  6,000,000  shares  of  common  stock  issued  and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of July 31, 2000.


Note C - Income Taxes:

The Company has a net operating loss carry forward of $16,650 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2020.

The amount  recorded as deferred tax assets,  cumulative  as of July 31, 2000 is
$2,500, which represents the amounts of tax benefits of loss carry-forwards. The
Company has  established  a valuation  allowance  for this deferred tax asset of
$2,500, as the Company has no history of profitable operations.


Note D - Going Concern:


The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to a  going  concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred  losses from its inception  through July 31,
2000. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern.  Management plans currently provide for
experts to secure a successful  acquisition or merger partner so that it will be
able to continue as a going concern. In the event such efforts are unsuccessful,
contingent  plans have been arranged to provide that the current Director of the
Company  is to fund  required  future  filings  under the 34 Act,  and  existing
shareholders  have  expressed an interest in additional  funding if necessary to
continue the Company as a going concern.




                                       F-7


<PAGE>



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

         Because the Company has been generally inactive since its inception, it
had no  independent  accountant  until the retention in August , 1998, of Dorra,
Shaw & Dugan, CPA's 270 South County Road, Palm Beach,  Florida 33480. There has
been no  change  in the  Company's  independent  accountant  during  the  period
commencing with the Company's  retention of Dorra, Shaw & Dugan, CPA's , through
the date hereof.


                                    PART III

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

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

Name                  Age     Position
-----------------     ---     --------------------------
Gregory D. Nichols     34     Director, President, Secretary and Treasurer

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

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

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

         Mr.  Gregory  D.  Nichols,  34 years old,  has been a  Director  of the
Company since August 1, 1999. Mr. Nichols has been employed since August 1998 to
present with  Engineered  Life Safety  Systems as well as a part-time  freelance
consultant  and  technical  support  person for Level 2 Gallery  and KB Electric
since July 1996, in the Atlanta,  Georgia  metropolitan  area.  Mr.  Nichols has
completed some undergraduate  courses in computer information systems at Georgia
State  University  and other various  computer  courses at Intellinet  Education
Center in Georgia. The Company believes Mr. Nichols; unique creative skills, his
special  appreciation of computers and extensive  networking ability will expose
it to many business opportunities.





<PAGE>



Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's executive officers and directors and persons who own more
than 10% of a registered class of the Company's equity securities,  to file with
the  Securities  and  Exchange  Commission   (hereinafter  referred  to  as  the
"Commission") initial statements of beneficial ownership,  reports of changes in
ownership and annual reports  concerning  their  ownership,  of Common Stock and
other  equity  securities  of the  Company  on Forms 3, 4, and 5,  respectively.
Executive officers,  directors and greater than 10% shareholders are required by
Commission  regulations  to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, Mr. Nichols comprising all of the
Company's executive  officers,  directors and greater than 10% beneficial owners
of its common  Stock,  have  complied  with Section  16(a)  filing  requirements
applicable to them during the Company's most recent fiscal year.


Item 10. Executive Compensation

         The  Company  has  not  had  a  bonus,   profit  sharing,  or  deferred
compensation plan for the benefit of its employees,  officers or directors.  The
Company  has not  paid  any  salaries  or other  compensation  to its  officers,
directors  or  employees  for the years ended 1997,  1998,  1999 nor at any time
during 2000. Further,  the Company has not entered into an employment  agreement
with any of its officers,  directors or any other persons and no such agreements
are  anticipated  in the  immediate  future.  It is intended  that the Company's
director will defer any compensation until such time as an acquisition or merger
can be  accomplished  and will strive to have the business  opportunity  provide
their  remuneration.   As  of  the  date  hereof,  no  person  has  accrued  any
compensation from the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth  information,  to the best knowledge of
the  Company  as of July 31,  2000,  with  respect to each  person  known by the
Company to own  beneficially  more than 5% of the Company's  outstanding  common
stock,  each  director  of the  Company and all  directors  and  officers of the
Company as a group.

Name of Address of                Amount and Nature of         Percent of Class
Beneficial Owner                  Beneficial Ownership
-------------------               -------------------          ----------------
Gregory D. Nichols                5,000,000                           83.6%
2731-7 Briarcliff Road NE
Atlanta, GA 30309

All Executive Officers and
Directors as a Group (one person) 5,000,000                           83.6%




<PAGE>



Item 12. Certain Relationships and Related Transactions

         On August 1, 1999, Mr.  Gregory D. Nichols  acquired from the principal
controlling  shareholder,  Donald F.  Mintmire,  a total of 5,000,000  shares of
Common Stock of the Company in exchange  for a commitment  to arrange to pay the
costs of the continued  operations of the corporation and bringing its books and
records up to date.

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

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

         During the  Company's  2000 fiscal  year,  there has not been any other
transactions between the Company and any officer, director, nominee for election
as director,  or any  shareholder  owning  greater than five percent (5%) of the
Company's   outstanding   shares,   nor  any  member  of  the  above  referenced
individuals' immediate family.

         Gregory D. Nichols may be deemed to be a  "promoter"  of the Company as
that term is defined under the Rules and Regulations promulgated under the Act.


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

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

Exhibit No.  Description
-----------  ------------------------------

3(i).1       Articles of Incorporation filed April 18, 1997(1)

3(i).2       Articles of Amendment filed August 8, 1999(1)

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

27     *     Financial Data Schedule


(1)  Filed under the same exhibit number to the Registrants Form 10-SB.

* (Filed herewith)

<PAGE>


                                   Signatures

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

                             Aquaculture Resources Management, Inc.
                                            (Registrant)

Date: October 30, 2000               BY:  /s/ Gregory D. Nichols
                                     -----------------------------------
                                     Gregory D. Nichols, President

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

Date                  Signature                          Title

October 30, 2000      BY:  /s/ Gregory D. Nichols
                      -----------------------------      President, Secretary,
                      Gregory D. Nichols                 Treasurer, Director,