**SECURITIES AND EXCHANGECOMMISSION****WASHINGTON, D.C. 20459**

**FORM 10-KSB**

**( X ) Annual Report  Pursuant to Section 13 or 15(d) of theSecurities and****Exchange Act of 1934.**

**For the Year Ended December 31, 2001**

**Commission File Number: 333-87111**

**HOJO HOLDINGS, INC.****(Exact name of Registrant asspecified in its Charter)**

| **DELAWARE****(State of or other jurisdictionof****incorporation or organization)** | **11-3504866****(IRS Employer I.D.  No.)** |
|-------------------------------------------------------------------------------------|--------------------------------------------|

**21 Blackheath Road, Lido Beach, New York11561****Address of Principle Executive Offices:**

**(678) 458-0982****Registrant's telephone number,including area code:**

**None****Securities registered pursuant to Section12(b) of the Act:**

**Common Stock, $.0001 Par Value****Securitiesregistered pursuant to Section 12(g) of the Act:**

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by 7  Section  13 or 15(d) of the  Securities  Exchangeact of 1934 during  the  preceding  12 months  (or for such other  shorterperiod  that the registrant was required to file such reports),  and (20 hasbeen subject to such filing requirements for the past 90 days. _X_ Yes ___No

Indicate by check mark if disclosure of delinquent filers  pursuant to Item405 of Regulation S-B is not contained herein and will not be contained, to thebest of  registrant's  knowledge,  in  definitive  proxy  or  informationstatements incorporated  by  referencing  Part III of this Form 10-KSB or anyamendment to this Form 10-KSB. _X__ 

Issuer's revenues for the most recent fiscal year: $155

The aggregate  market value of the voting stock held by  non-affiliates  ofthe registrant  at  December  31, 2001was $257,400.  Shares of common stock heldby each officer and director and by each person who owns more that 5% of theoutstanding common stock  have  been  excluded  in that  such  persons  may bedeemed to be affiliates.  This  determination  of  affiliate  status  is  notnecessarily  a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the issuer's classes ofstock, as of December 31, 2001. 4,800,000 Common Shares 

Documents Incorporated By Reference - NONE

Transitional small business disclosure format. ___ Yes _x_No 

**1**

HOJO Holdings, Inc.

**FORM 10 - KSB**

Table of Contents

| **PART I.**  |                                                                                                                        |   |
|--------------|------------------------------------------------------------------------------------------------------------------------|---|
|              | ITEM 1. Description of Business                                                                                        | * |
|              | ITEM 2. Properties                                                                                                     | * |
|              | ITEM 3. Legal Proceedings                                                                                              | * |
|              | ITEM 4. Submission of Matters to a Vote of Security Holders                                                            | * |
| **PART II**  |                                                                                                                        |   |
|              | ITEM 5. Market for the Common Equity and Related Stockholder Matters                                                   | * |
|              | ITEM 6. Plan of Operation                                                                                              | * |
|              | ITEM 7. Financial Statements                                                                                           | * |
|              | ITEM 8. Changes In and Disagreements With Accountants on Accounting andFinancial Disclosures                           | * |
| **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, Financial Statement	 

Schedules and Reports on Form 8-K                                             | * |
|              | Signatures                                                                                                             | * |
|              |                                                                                                                        |   |

**2**

**PART I.**

**ITEM 1 - DESCRIPTION OF BUSINESS**

General description:

We are an Internet  professional  services firm specializing in high-end website development. We  intend  to  obtain  clients  through  commissioned  salesand marketing  persons and to service our clients  through a network ofindependent web site developers and computer programmers that we intend tobuild.

1.	Principal products or services and their markets:

	Web sites provide  companies  with a new set of tools for improving  basicbusiness  processes  including  communications,  data  transmission,  marketing,transaction  processing and customer service.  Web sites can present advertisingand marketing  materials in new and compelling  fashions,  display  products andservices in electronic  catalogs,  offer  products and services for sale online,process  transactions  and  fulfill  orders,  provide  customers  with rapid andaccurate responses to their questions, and gather customer feedback efficiently.

	Businesses  are  rapidly   adopting  the  use  of  web  sites.   Companiesimplementing  web site solutions often must rely on  fundamentally  new businessapproaches  because these solutions utilize new technologies and allow companiesto implement a broad scope of business process improvements.  Businesses seekingto realize the benefits  provided by web site solutions face a formidable seriesof  challenges  presented  by the need to link  business  strategy  with new andrapidly changing technologies and continuously updated content.

	Before  creating  any web site,  a company  must first  conduct a thoroughneeds assessment to review its strategic business  requirements and compare themto the  capabilities  of its existing  processes and systems.  Next, the companymust design the solution and develop an implementation plan. The implementation,establishment and maintenance of the solution will require significant technicalexpertise in a number of areas, including, electronic commerce systems, securityand privacy technologies,  application and database  programming,  mainframe andlegacy  integration  technologies  and advanced user  interface  and  multimediaproduction. 

	Similarly,  recent  trends are  changing the  marketing  communicationsrequirements  of businesses  throughout  the world.  Businesses  must be able todevelop and execute marketing  strategies  rapidly,  because  shortening productlife cycles reduce lead times for marketing campaigns. Internet-related serviceshave emerged as an integral component of marketing and communications  strategy.This new media and the increasing  complexity of sophisticated digital delivery,storage and multimedia  enhancement  tools and technologies  enable companies toimprove the effectiveness of communications,  but pose additional  challenges tobusinesses   striving  to  link   business   strategy   with  rapidly   changingtechnologies. 

  To perform the multitude of Internet professional services in-house, acompany would  have to  make  substantial  commitments  of  time,  money  andtechnical personnel  to  keep  current  with  rapidly   evolving   technologies,content presentation  techniques  and  competitors'  offerings.  Professionalswith the requisite strategic, technical and creative skills are often in shortsupply and many organizations are reluctant to expand their internal informationsystems or marketing  departments  for  particular  engagements  at a time  whenthey  are attempting to minimize  fixed costs to increase  returns oninvestment.  At the same time,  external economic factors encourageorganizations to focus on their core competencies and limit workforces in theinformation  technology management and marketing areas. 

	Accordingly,  many  businesses  have  chosen to  outsource  a  significantportion of the design,  development  and  maintenance of their web sites and thedevelopment  and  implementation  of their  marketing  strategies to independentprofessionals.   These  independent   professionals  can  leverage   accumulatedstrategic,  technical  and  creative  talent and track  developments  in a fieldcharacterized by extremely short technology, process and content lifecycles.

**3**

	Companies  seeking  to  establish  Internet  solutions  may  turn to theirtraditional  marketing or technology service providers for assistance.  However,most of these  providers  have  neither  a proven  track  record  of  successfulInternet  solution  deployment nor the full  portfolio of strategy,  technology,marketing  and creative  skills  required to serve client needs  effectively.  Anumber of small Internet professional services firms have emerged to address thesignificant and rapidly growing market for Internet solutions. 

  We believe  that the rapidly  increasing  demand for  Internet  solutionshas created a significant market opportunity for our Internet  professionalservices firm.  In  the  currently  fragmented  and  rapidly  changingenvironment,   an organization  that could  deliver the  creative  strengths  ofadvertising  and marketing firms, the strategic skills and technicalcapabilities of information technology consulting service providers, couldcapitalize on this opportunity to help companies build their businesses ininnovative ways.

We intend to offer the following services: 

-  Strategy  consulting.  To conduct a  thorough  study of a client'sstrategic market position,  business requirements and existing systems andcapabilities to determine the ways in which  Internet  solutions can mostimprove their business processes.  We would  deliver our  recommendations,which define the  strategic basis for a specific  Internet  solution  that takesinto  account the  client's budget, timeline and available resources. 

- Analysis and design.  We would translate the client's  strategicrequirements into a system or process design architecture, a blueprint thatdefines the roles the system will perform to meet those requirements.  Bychoosing us, our clients would receive vendor-neutral solutions prepared byInternet-focused consultants. We would research,  test and evaluate virtuallyall major Internet  technologies and tools to design  system and processarchitectures  that  successfully  meet client needs.  Our  objective is todesign,  build and deploy a solution that is logically planned, scales well overtime, is sufficiently secure, and is easy to use, administer and manage. 

- Technology  development and implementation.  We would build a testableversion of the client's  solution  based on the  blueprint  produced in theanalysis and design phase. We would design,  code,  integrate and test allnecessary programs and  components  using a broad range of expertise,  includingobject-based  and relational database systems;  electronic commerce systems;custom ActiveX, Java and  C++  programming  and  host  integration;implementation  of  third-party applications and security  technologies;  andintegration of hardware,  software and Internet access products.  Ourindependent  graphic  designers would work to create a compelling  userinterface for the solution to enable it to attract and hold the  attention ofthe client's  target  audience  while  conforming  to the client's  brand imageand marketing  campaigns  We would then test the solution created  in thedevelopment  phase  and  ready  it to be  deployed  into a full productionsystem. 

- Audience  development.  We would work with  clients to develop a strategyfor achieving  its online  marketing  objectives  by  increasing  web sitetraffic, strengthening  brand awareness and generating  sales leads. We intendto provide online media planning and purchasing services and advice regardingonline public relations. 

- Maintenance. We would provide the client with ongoing support services forits Internet solutions, from content maintenance to site administration, for aslong as the client  wishes.  Our  technical  consultants  could  assist  clientson a case-by-case  basis to resolve technical  problems,  provide assistancewith the hosting environment, and deliver support for Internet solutionsoftware. 

2.	Distribution methods of the products or services:

	We anticipate  that we will begin to identify and market to clients  duringthe  first  quarter  of this  year.  We  intend  to sell  our  services  throughindependent sales and marketing  agents.  Our president will identify and try toretain initial marketing  consultants  through  networking and advertisements insales and marketing related publications to assist us in fulfilling a variety ofsales and marketing requirements we have. 

**4**

Independent  agents would typically  target our sales efforts at seniorexecutives  within a buying  organization.  When a prospective  client isinterested in working with us, we will analyze which portions of its developmentwe can support. Throughout this analysis, we work with the prospective clientto negotiate  terms of a service  agreement.  Clients  are  expected  to enterinto short-term  agreements  with us. Our goal through this process is todemonstrate our capability to provide savings, and to obtain a longer-termservice agreement with the client. 

 Our  marketing  efforts  will be dedicated  to  demonstrating  the benefitsof Internet  solutions,  and the  effectiveness  of our  organization  inproviding solutions, to key decision makers in client organizations. Ourmarketing efforts will be focused on general  communications  and on obtainingreferrals from our existing  clients.  We may participate in trade conferencesand industry forums, and advertise in business  publications.  We intend toincrease our  advertising and  marketing  expenditures  in an effort to becomebetter known in our target markets. These expenditures will cover the additionof  sales,  marketing  and  business  development  agents,   increasedadvertising, increased media relations, increased presence at trade conferences,and continuing improvements to our web site.

Our marketing budget depends on a number of factors, including our results ofoperations  and ability to raise  additional  capital.  In the event that we aresuccessful in raising additional capital or our results of operations exceed ourexpectations, our marketing budget for the next 12-month period will increasesignificantly.

3.	Status of any publicly announced new product or service:

	None.

4.	Competitive business conditions and the small business issuer'scompetitive position in the industry and methods of competition:

The market for Internet  professional  services is relatively new, intenselycompetitive,  rapidly  evolving and subject to rapid  technological  change.  Weexpect competition to persist, intensify and increase in the future. Some of ourlarger competitors include other Internet  professional service firms including;Zefer, Usweb,  Razorfish and Rare Medium. Some of these competitors offer a fullrange of Internet  professional services and several others have announced theirintention to do so. 

There are relatively low barriers to entry into our business. For example, wehave no  significant  proprietary  technology  that  would  preclude  or inhibitcompetitors from entering the Internet  professional  services market. We expectto face additional  competition from new entrants into the market in the future.Existing or future  competitors  could  develop or offer  services  that providesignificant performance,  price, creative or other advantages over those offeredby us. 

We believe that the principal  competitive factors in our market arestrategic expertise,   technical   knowledge  and  creative  skills,   brandrecognition, reliability of the delivered  solution,  client  service and price.Most of our current and  potential  competitors  have  longer  operatinghistories,  larger installed  client bases,  longer  relationships  with clientsand  significantly greater financial,  technical,  marketing and publicrelations resources than we have and could decide at any time to increase theirresource  commitments to our market.  In addition,  the market for Internetsolutions is relatively  new and subject to continuing definition, and, as aresult, the core business of many of our  competitors  may  better  positionthem to  compete  in this  market as it matures.  Competition of the typedescribed  above could  materially  adversely affect our business, results ofoperations and financial condition. 

5.	Sources and availability of raw materials and the names of principalsuppliers:

	We have started to identify  suitable  consultants  to work with us but atthis time we do not have any agreements  with any web site developer or computerprogrammer.  Our president will identify and try to retain  initial  consultantsthrough  networking and  advertisements  in technology  related  publications toassist us in fulfilling a variety of technical requirements by future clients.

**5**

	We expect that our consultants will be paid on a time and materials basis.Prior to bidding on client  contracts,  we will  estimate the time and materialsrequired  completing  the  project.  However,  in some cases,  we may agree to anegotiated  fixed project.  If we fail to estimate  accurately the resources andtime required for a project or to complete projects within budget, we would havecost overruns and, in some cases, penalties, which could hurt ourbusiness.

6.	Dependence on one or a few major customers:

	None.

7.	Patents, trademarks, licenses, franchises, concessions, royalty agreementsor labor contracts, including duration:

	None.

8.	Need for any government approval of principal products or services:

	None.

9.	Effect of existing or probable governmental regulations on thebusiness:

We do not currently face direct regulation by any governmental agency, otherthan laws and regulations generally applicable to businesses. 

	Due to the  increasing  popularity  and use of the Internet,  it is possiblethat a number of laws and regulations may be adopted in the U.S. and abroad withparticular  applicability to the Internet.  It is possible that governments willenact  legislation  that may be  applicable  to us in areas  including  content,network  security,  encryption  and  the use of key  escrow,  data  and  privacyprotection,  electronic  authentication  or  "digital"  signatures,  illegal andharmful content,  access charges and retransmission  activities.  Moreover,  theapplicability  to the  Internet  of existing  laws  governing  issues  includingproperty  ownership,  content,  taxation,  defamation  and  personal  privacy isuncertain. 

	The  majority of laws that  currently  regulate  the  Internet  were adoptedbefore the  widespread  use and  commercialization  of the  Internet  and,  as aresult,  do not  contemplate  or address the unique  issues of the  Internet andrelated  technologies.  Any export or import  restrictions,  new  legislation orregulation or  governmental  enforcement of existing  regulations  may limit thegrowth of the  Internet,  increase  our cost of doing  business or increase  ourlegal exposure Any of these factors could have a material adverse effect on ourbusiness, financial condition and results of operations. 

Violations  of local  laws may be  alleged  or charged by state or foreigngovernments and we may unintentionally  violate local laws and local laws may bemodified,  or new laws enacted,  in the future.  Any of these developments couldhave a  material  adverse  effect on our  business,  results of  operations  andfinancial condition.10.	Estimate of the amount spent during each of the lasttwo fiscal years on research and development activities:

	None.

11.	Costs and effects of compliance with environmental laws (federal, stateand local):

None.

**6**

12.	Number of total employees and number of full time employees:

We have one part time employee.  From  time to time,  we will  employadditional  independent  contractors  to support our development, technical,marketing, sales, support and administrative organizations.  Competition forqualified  personnel in the industry in which we compete is intense.  We believethat our future  success will depend in part on our  continued  ability  toattract,  hire  or  acquire  and  retain  qualified employees. 

**ITEM 2 - DESCRIPTION OF PROPERTY**

	We have our corporate  headquarters in Lido Beach,  New York.  Substantiallyall of our operating  activities  are  conducted  from 200 square feet of officespace provided by our president at no charge.  We believe that additional  spacewill be required as our business expands and believe that we can obtain suitablespace as needed. We do not own any real estate. 

**ITEM 3 - LEGAL PROCEEDINGS**

****NONE 

**ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

****NONE 

**PART II.**

**ITEM 5 - MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

Our common stock is traded on the over-the-counter bulletin board ("OTCBB")under the symbol "HOJO". We were initially cleared for trading on June 14, 2001.The following table sets forth the range of high and low closing bid quotationsof our common stock for each fiscal quarter since we have been publicly traded:

| BID OR TRADE PRICES

2001 FISCAL YEAR                            HIGH                      LOW

Quarter Ending 03/31/01..............      $0.00                    $0.00

Quarter Ending 06/30/01..............      $0.00                    $0.00

Quarter Ending 09/30/01..............      $4.00                    $0.05

Quarter Ending 12/31/01..............      $7.00                    $0.10 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                            |

As of December 31, 2001, there were approximately 60 holders of our commonstock. 

On March 22, 2002, the closing price for our common stock on the OTCBB was$0.09. 

The above quotations reflect inter-dealer prices, without retail mark-up,mark-down, or commission and may not necessarily represent actual transactions.

During the last two fiscal years, no cash dividends have been declared on ourcommon stock and we do not anticipate that dividends will be paid in theforeseeable future.

**7**

**ITEM 6 - PLAN OF OPERATION**

General discussion.

	Hojo began  implementing  phases of its business  plan in October 1999. Webegan by purchasing and  installing  office  equipment,  a computer and web sitedevelopment software. We purchased the domain name www.hojoholdings.com and havedesigned, developed and launched our first commercial web site. 

	Our web site  utilizes  leading-edge  technology  to  present a variety  ofinformation that we believe will be of interest to future customers.  We provideseveral categories of information, including:o   our services -information about the services we offero   rates - a section for potentialcustomers to obtain quotes from us o   why a website - an explanation of whywe believe web sites are required business tools o   about us - adescription and background of us o   employment - an explanation of thetypes of independent contractors we are seeking o   news - currentinformation about us o   contact us - our address, phone/fax number andemail addresso   samples - we show a variety of web pages and web sites thatwe have  developed 

	We believe that the most  important  portion of our web site is the sectionthat  displays a variety of samples that we created.  The samples  demonstrate avariety of web site design and development  skills that we possess and can offerfuture clients. For example, our web development samples include:  o ananimation introducing  a new  software  product o an  animated  splash  pageutilized  to introduce a new web site  o a home page created  utilizinganimation software o a web site containing a variety of photographs 

	As a result of the initial  samples,  we have been able to identify  severalindividuals and entities that were interested in us to modify their web site andin some cases to host their web sites.  In return for not charging  them for ournominal  services,  each has  agreed to serve as a  reference  for us,  which webelieve will help us in getting paying customers. 

   	Based upon our samples and our  references,  we have had severalearly-stage discussions with individuals that are considering hiring us todevelop their web sites. The discussions are ongoing,  have not led to anycontract as of the date of this date and we can not assure you that they willlead to any revenues. 

	Since early  January 2000,  we began to identify web site  developers  thatcould assist us with complex web site development that may be required by futureclients. Based upon our recent conversations with qualified individuals,  we arecomfortable that we can secure  appropriate web site developers as needed and inan economical  manner,  to satisfy a wide variety of possible  requirements fromfuture clients. To date, we have not contracted any web site developers. We planto continue to identify  suitable  web site  developers  so that we have a widerange to select from we need them. 

   	Beginning  in the second  quarter of 2001,  we plan to  identifyindependent contractors that can assist us in obtaining web site developmentcontracts.  We believe that these individuals would be compensated on acommission basis, which would be  calculated  from the total  revenues  wereceive as a result of their efforts. 

	Our actual results and our actual plan of operations may differ materiallyfrom what is stated above.  Factors which may cause our actual results or ouractual plan of operations to vary include, among other things,  decisions of ourboard of  directors  not  to  pursue  a  specific   course  of  action  basedon  its re-assessment  of the  facts or new  facts,  and changes  in theinteractive  video conferencing  business or general  economic  conditions .

**8**

Revenues.

	We have generated  $5,275 in revenues, of which $5,000 was payable to us inshares of stock. We intend to generate  revenue by offering a range of  servicesto deliver  Internet  solutions  designed to help clients build theirbusinesses.  In each consulting  engagement,  the client can contract for thespecific  services it requires,  depending on the nature of the engagement andthe capabilities of the client's organization.  We intend to bill the majorityof our engagements on a time and materials basis,  although we also intend todeliver solutions on a fixed-price basis.

Cost of revenues. 

	As we grow, our operating expenses will increase in connection with buildingand maintaining our network of independent web site developers and  programmers,sales and marketing agents, web site development, and general and administrativeneeded to support our growth. 

	Web site developer and programmer expenses consist primarily of compensationfor independent  consultants that provide us with technical services.  We expectto  significantly  increase our web site  developer and  programmer  expenses inabsolute dollars as we secure new clients. 

	Sales and marketing expenses consist primarily of compensation for sales andmarketing agents,  travel,  public  relations,   sales  and  other  promotionalmaterials,  trade shows,  advertising and other sales and marketing programs. Weexpect to  continue  to increase  our sales and  marketing  expenses in absolutedollars  in  future  periods  to  promote  our  brand,  to pursue  our  businessdevelopment strategy and to increase the size of our sales force. 

	General and  administrative  expenses consist  primarily of compensation forpersonnel and fees for outside professional advisors. We expect that general andadministrative  expenses will continue to increase in absolute dollars in futureperiods as we continue to add staff and  infrastructure  to support our expecteddomestic  and  international  business  growth  and bear the  increased  expenseassociated with being a public company. 

	We anticipate that we will incur net losses for the foreseeable  future. Theextent of these losses will be contingent, in part, on the amount of net revenuegenerated from clients. There can be no assurance that our operating losses willnot   increase  in  the  future  or  that  we  will  ever   achieve  or  sustainprofitability.

Limited operating history 

	Our limited  operating  history makes predicting  future operating resultsvery  difficult.  We believe  that you should not rely on our current  operatingresults to predict our future  performance.  You must  consider our prospects inlight of the risks,  expenses and  difficulties  encountered by companies in newand rapidly evolving markets. We may not be successful in addressing these risksand difficulties. 

Our fiscal year ends December 31.

Results of operations 

Since our inception, we have generated $5,275 in operating revenues andincurred a cumulative net loss of approximately $143,700. Our operating expenseshave consisted substantially of professional fees, travel and entertainment,office costs and employee compensation.  A significant portion of theprofessional fess we incurred, as well as all of the employee compensation wehave recognized, were non-cash expenses.  The former expenses were  satisfiedvia the issuance of our common shares, and the latter have been reflected as anon-cash capital contribution.  

	Our results of  operations  since inception are not  necessarily  indicativeof the results for any future  interim  period.  We expect to expand ourbusiness and client base, which will require us to increase the number oftechnical, sales and marketing agents and to develop our web site and purchaseequipment, which will result in increasing expenses. 

**9**

Liquidity and capital resources 

	Our  operating and capital  requirements  have exceeded our cash flow fromoperations as we have been building our business.  During the period  January 5,1999 to December 31, 2001 we used cash of  approximately  $84,300 for  operatingand investing  activities.  These cash outflows have been funded by affiliateadvances of approximately $39,100 (approximately $22,200 of which were  wereconverted to common stock during the year ended December 31, 2000) and proceedsfrom issuance of common stock of approximately $45,300. 

	We expect to make  expenditures  of at least  $50,000  during  the  nexttwelve months.  These  expenditures will be used to continue web sitedevelopment,  recruiting  independent  contractors,  begin sales and marketingand for general working capital. We will need to raise additional funds throughprivate placements of our stock. If we are unable to raise  these funds we willnot remain as a viable going concern and investors may lose their entireinvestment.

	Because we have incurred net losses, and because we anticipate that we willincur net operating losses for the foreseeable future, our  ability to  continueas a going  concern is  dependent  upon our ability to obtain additional capitaland financing to proceed with our planned operations and implement our businessplan. 

	As a result of our limited operating history,  we have limited meaningfulhistorical  financial  data  upon  which  to base  planned  operating  expenses.Accordingly, our anticipated  expense levels in the future are based in part onour expectations as to future revenue.  We expect that these expense levels willbecome, to a large extent, fixed. Revenues and operating results generally willdepend on the volume of, timing of and ability to complete  transactions,  whichare difficult to forecast.  In addition,  there can be no assurance that we willbe able to  accurately  predict our net  revenue,  particularly  in light of theintense competition for Internet  professional  services,  our limited operatinghistory and the uncertainty as to the broad  acceptance of the web and Internet.We may be unable to adjust  spending in a timely  manner to  compensate  for anyunexpected revenue shortfall or other unanticipated changes in our industry. Anyfailure by us to  accurately  make  predictions  would  have a material  adverseeffect on our business, results of operations and financialcondition

Need for additional financing.

We will need to raise additional funds to remain a going concern. If we aresuccessful  in raising at least $50,000 of proceeds, we will be able to maintainour operations for at least 12 months.  If we are unable to raise these funds wewill not remain as a viable going  concern and investors may lose their entireinvestment. We do not plan to (i) conduct any product research and development,(ii) purchase any plant or significant equipment or (iii) hire any additionalemployees, until we raise at least $200,000 from our offering.

Material agreements 

	To date,  we have not entered  into any  arrangements  with  independentagents to provide technology development, sales or marketing. 

In August 1999, we entered into a two-year  employment  agreement with HolliArberman,  our  president.  Mrs.  Arberman  will be  compensated  at the rate of$24,000 per year.  However, the agreement is not effective, and no compensationis to be paid or accrued under such agreement, until we have received more than$200,000 of gross investment capital. 

On June 13, 2001, we engaged a financial consulting firm to act as ourfinancial advisor, and to furnish investment-banking services to us.  Theagreement, which may be canceled by either party at any time upon 10 dayswritten notice, is for a term of one year during which time we are required topay total consideration of $25,000.  At December 31, 2001, we have paid $13,000under this arrangement (consisting of $8,500 paid in June 2001 and three monthlyinstallments of $1,500).  Accordingly, as of such date, we still owe $12,000under this arrangement.     

**10**

**CAUTIONARY STATEMENT**

	This  Form  10-KSB,   press  releases  and  certain  information  providedperiodically  in writing or orally by the  Corporation's  officers or its agentscontain  statements  which  constitute  forward-looking  statements  within  themeaning of Section 27A of the Securities  Act, as amended and Section 21E of theSecurities Exchange Act of 1934. The words expect,  anticipate,  believe,  goal,plan,  intend,  estimate and similar  expressions and variations thereof if usedare  intended  to  specifically  identify  forward-looking   statements.   Thosestatements appear in a number of places in this Form 10-KSB and in other places,particularly,  Management's  Discussion and Analysis of Financial  Condition andResults of Operations,  and include statements  regarding the intent,  belief orcurrent  expectations  of the  Corporation,  its  directors or its officers withrespect to, among other  things:  (i) the  Corporation's  liquidity  and capitalresources;  (ii) its  financing  opportunities  and plans  and (iii) its  futureperformance  and  operating  results.  Investors and  prospective  investors arecautioned that any such forward-looking  statements are not guarantees of futureperformance  and involve risks and  uncertainties,  and that actual  results maydiffer  materially from those projected in the  forward-looking  statements as aresult of  various  factors.  The  factors  that might  cause  such  differencesinclude,  among  others:  (i)  any  material  inability  of the  Corporation  tosuccessfully  identify,  consummate  and  integrate the  acquisition  of financereceivables at reasonable and anticipated  costs, (ii) any material inability ofthe Corporation to successfully  develop its products;  (iii) any adverse effector limitations  caused by governmental  regulations;  (iv) any adverse effect onthe Corporation's  continued positive cash flow and ability to obtain acceptablefinancing in connection with its growth plans; (v) any increased  competition inbusiness;  (vi) any inability of the  Corporation  to  successfully  conduct itsbusiness in new markets; and (vii) other risks including those identified in theCorporation's filings with the SEC. The Corporation  undertakes no obligation topublicly  update or revise  the  forward  looking  statements  made in this Form10-KSB, to reflect events or circumstances after the date of this Form 10-KSB orto reflect the occurrence of unanticipated events. 

**11**

**ITEM 7 - FINANCIAL STATEMENTS**

**Hojo Holdings, Inc.**

(A Development Stage Enterprise)

**TABLE OF CONTENTS**

|                                                                      | PAGE |
|----------------------------------------------------------------------|------|
| INDEPENDENT AUDITORS’ REPORT                                   | F-2  |
| FINANCIAL STATEMENTS                                                 |      |
|    Balance Sheet                                      | F-3  |
|    Statements of Operations                           | F-4  |
|    Statements of Stockholders’ Equity (Deficit) | F-5  |
|    Statements of Cash Flows                           | F-6  |
|    Notes to Financial Statements                      | F-7  |

**F-1**

[Letterhead of Kingery, Crouse & Hohl, P.A.]

#### 

#### ***INDEPENDENT AUDITORS’REPORT***

*To the Board of Directors of Hojo**Holdings, Inc.:*

*We have audited the accompanying balance sheet of Hojo Holdings, Inc. (the“Company”), a development stage enterprise, as of December 31, 2001,and the related statements of operations, stockholders’ equity (deficit),and cash flows for the years ended December 31, 2001 and 2000, and the periodJanuary 5, 1999 (date of incorporation) to December 31, 2001.  These financialstatements are the responsibility of the Company’s management.  Ourresponsibility is to express an opinion on these financial statements based onour audits.*

*We conducted our audits in accordance with auditing standards generallyaccepted in the United States of America.  Those standards require that we planand perform the audits to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  An audit includesexamining on a test basis, evidence supporting the amounts and the disclosuresin the financial statements.  An audit also includes assessing the accountingprinciples used and the significant estimates made by management, as well as theoverall financial statement presentation.  We believe our audits provide areasonable basis for our opinion.*

*In our opinion, the financial statements referred to above present fairly,in all material respects, the financial position of the Company as of December31, 2001, and the results of its operations and its cash flows for the yearsended December 31, 2001 and 2000, and the period January 5, 1999 (date ofincorporation) to December 31, 2001 in conformity with accounting principlesgenerally accepted in the United States of America.*

*The accompanying financial statements have been prepared assuming that theCompany will continue as a going concern.  As discussed in Notes A and B to thefinancial statements, the Company is in the development stage and will require asignificant amount of capital to commence its planned principal operations andproceed with its business plan.  As of the date of these financial statements,there is no assurance that the Company will be successful in its efforts toraise the necessary capital to commence its planned principal operations and/orimplement its business plan. These factors raise substantial doubt about theCompany’s ability to continue as a going concern.  Management’splans in regard to this matter are described in Note B.  The financialstatements do not include any adjustments that might result from the outcome ofthis uncertainty.*

*Kingery, Crouse & Hohl, P.A.*

*February 25, 2002*

#### *Tampa, FL*

F-2

**Hojo Holdings, Inc.**(A Development StageEnterprise)

BALANCE SHEET AS OF DECEMBER 31, 2001

| ASSETS                                                                                                                   |
|--------------------------------------------------------------------------------------------------------------------------|
| CURRENT ASSETS                                                                                                           |  |
|                                                                                                                          |  |
|    Property and  equipment (net of accumulated depreciation of$2,102)                                     | $      2,907 |
|                                                                                                                          |  |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                              |
| LIABILITIES:                                                                                                             |  |
| Due to stockholder                                                                                                       | $    16,846 |
| Accrued liabilities                                                                                                      | 287 |
|           Totalliabilities                                             | 17,133 |
|                                                                                                                          |  |
| STOCKHOLDERS’ DEFICIT:                                                                                             |  |
|    Common stock - $0.001 par value - 20,000,000authorized;

      4,800,000 shares issued and outstanding | 4,800 |
| Additional paid-in capital                                                                                               | 124,700 |
|    Deficit accumulated during the development stage                                                       | (143,726) |
|                                                                                                                          |  |
|           Totalstockholders’ deficit                             | (14,226) |
|                                                                                                                          |  |
| Total                                                                                                                    | $2,907 |

	See notes to financial statements. 

**F-3**

**Hojo Holdings, Inc.** (A Development StageEnterprise)

**STATEMENTS OF OPERATIONS**

|                                                      | For the Year Ended December 31, 2001 |  | For the Year Ended December 31, 2000 |  | For the Period January 5, 1999 (date of incorporation) toDecember 31, 2001 |
|------------------------------------------------------|-------------------------------------------|--|-------------------------------------------|--|----------------------------------------------------------------------------|
|                                                      |                                           |  |                                           |  |                                                                            |
| REVENUE                                              | $           155                           |  | $            5,120                        |  | $            5,275                                                         |
|                                                      |                                           |  |                                           |  |                                                                            |
| EXPENSES:                                            |                                           |  |                                           |  |                                                                            |
| Stock based consulting services                      | -                                         |  | 50,000                                    |  | 50,000                                                                     |
| Office                                               | 4,092                                     |  | 17,519                                    |  | 23,837                                                                     |
| Other professional fees                              | 19,981                                    |  | 12,174                                    |  | 38,003                                                                     |
| Travel and entertainment                             | 1,979                                     |  | 11,674                                    |  | 13,756                                                                     |
| Employee compensation                                | 6,000                                     |  | 6,000                                     |  | 12,000                                                                     |
| Unrealized loss                                      | -                                         |  | 5,000                                     |  | 5,000                                                                      |
| Other                                                | 2,892                                     |  | 1,404                                     |  | 6,405                                                                      |
|                                                      |                                           |  |                                           |  |                                                                            |
|       Total Expenses   | 34,944                                    |  | 103,771                                   |  | 149,001                                                                    |
|                                                      |                                           |  |                                           |  |                                                                            |
| NET LOSS                                             | $    (34,789                              |  | $       (98,651)                          |  | $      (143,726)                                                           |
|                                                      |                                           |  |                                           |  |                                                                            |
| Net Loss Per  Share-                                 |                                           |  |                                           |  |                                                                            |
| Basic and Diluted                                    | $          (.01)                          |  | $             (.02)                       |  | $            (.04)                                                         |
|                                                      |                                           |  |                                           |  |                                                                            |
| Weighted Average Number of  

    Shares Outstanding | 4,800,000                                 |  | 4,190,400                                 |  | 3,835,300                                                                  |

	      See notes to financial statements 

F-4

**HOJO Holdings, Inc.**(A Development StageEnterprise)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

|        |              |            | Deficit Accumulated |       |
|--------|--------------|------------|---------------------|-------|
|        |              | Additional | During the          |       |
|        | Common Stock | Paid-in    | Development         |       |
| Shares | Value        | Capital    | Stage               | Total |

| Balances, January 5, 1999 (date of 

  incorporation)                                    |  | -         |  | $          - |  | $           - |  | $              - |  | $            - |
|------------------------------------------------------------------------------------------|--|-----------|--|--------------|--|---------------|--|------------------|--|----------------|
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Issuance of common stock at inception                                                    |  | 2,500,000 |  | 2,500        |  | -             |  | -                |  | 2,500          |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Net loss for the period January 5, 1999 (date 

  of incorporation) to December 31, 1999 |  | -         |  | -            |  | -             |  | (10,286)         |  | (10,286)       |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Balances, December 31, 1999                                                              |  | 2,500,000 |  | 2,500        |  | -             |  | (10,286)         |  | (7,786)        |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Issuance of common stock for cash                                                        |  | 855,357   |  | 855          |  | 41,913        |  | -                |  | 42,768         |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Conversion of affiliate advances to common

    stock                                    |  | 444,643   |  | 445          |  | 21,787        |  |                  |  | 22,232         |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Issuance of common stock for services 

  rendered                                       |  | 1,000,000 |  | 1,000        |  | 49,000        |  | -                |  | 50,000         |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Contribution of services by employee                                                     |  |           |  |              |  | 6,000         |  |                  |  | 6,000          |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Net loss for the year ended December 31, 

  2000                                        |  | -         |  | -            |  | -             |  | ( 98,651)        |  | ( 98,651)      |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Balances, December 31, 2000                                                              |  | 4,800,000 |  | 4,800        |  | 118,700       |  | (108,937)        |  | 14,563         |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Contribution of services by employee                                                     |  | -         |  | -            |  | 6,000         |  | -                |  | 6,000          |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Net loss for the year ended December                                                     |  |           |  |              |  |               |  |                  |  |                |
| 31, 2001                                                                                 |  | -         |  | -            |  | -             |  | (34,789)         |  | (34,789)       |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |
| Balances, December 31, 2001                                                              |  | 4,800,000 |  | $  4,800     |  | $124,700      |  | $(143,726)       |  | $(14,226)      |
|                                                                                          |  |           |  |              |  |               |  |                  |  |                |

See notes to financial statements

**F-5**

**HOJO Holdings, Inc.**(A Development StageEnterprise)

**STATEMENTS OF CASH FLOWS**

|                                                                                                                                                                                                                                                                                               |  | For the Year Ended December 31, 2001 |  | For the Year Ended December 31, 2000 |  | For the period January 5, 1999 (date  of  incorporation) toDecember 31, 2001 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------|--|--------------------------------------|--|------------------------------------------------------------------------------|
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                                                                                                                                                                         |  |                                      |  |                                      |  |                                                                              |
|    Net loss                                                                                                                                                                                                                                                                    |  | $          (34789)                   |  | $        (98,651)                    |  | $     (143,726)                                                              |
|    Adjustments to reconcile net loss to net cash used byoperating 

     activities:                                                                                                                                                                                           |  |                                      |  |                                      |  |                                                                              |
| Depreciation                                                                                                                                                                                                                                                                                  |  | 1,295                                |  | 807                                  |  | 2,102                                                                        |
| Stock based consulting expenses                                                                                                                                                                                                                                                               |  | -                                    |  | 50,000                               |  | 50,000                                                                       |
| ****Non-cash compensation                                                                                                                                                                                                                                                                     |  | 6,000                                |  | 6,000                                |  | 12,000                                                                       |
| Increase in accrued liabilities                                                                                                                                                                                                                                                               |  | 287                                  |  | -                                    |  | 287                                                                          |
| NET CASH FLOWS USED IN OPERATING ACTIVITIES                                                                                                                                                                                                                                                   |  | (27,207)                             |  | (41,844)                             |  | (79,337)                                                                     |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| CASH FLOWS FROM INVESTING ACTIVITIES-                                                                                                                                                                                                                                                         |  |                                      |  |                                      |  |                                                                              |
| Purchases of furniture and equipment                                                                                                                                                                                                                                                          |  | -                                    |  | (2,812)                              |  | (5,009)                                                                      |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                                                                                                                                                                                         |  |                                      |  |                                      |  |                                                                              |
|    Proceeds from issuance of common stock                                                                                                                                                                                                                                      |  | -                                    |  | 42,768                               |  | 45,268                                                                       |
| Net increase in advances from stockholders                                                                                                                                                                                                                                                    |  | 16,846                               |  | 12,229                               |  | 39,078                                                                       |
| NET CASH PROVIDED BY FINANCING ACTIVITIES                                                                                                                                                                                                                                                     |  | 16,846                               |  | 54,997                               |  | 84,346                                                                       |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                                                                                                                                                                                                     |  | (10,361)                             |  | 10,341                               |  | -                                                                            |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                                                                                                                                                                                                                |  | 10,361                               |  | 20                                   |  | -                                                                            |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| CASH AND CASH EQUIVALENTS, END OF PERIOD                                                                                                                                                                                                                                                      |  | $                      -             |  | $          10,361                    |  | $                    -                                                       |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES– During the year ended December 31, 2000, common stock and additionalpaid in capital increased by $445 and $21,787, respectively, when $22,232 ofaffiliate advances were converted to common stock (see Note C). |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                                                                                                                                                                                                             |  |                                      |  |                                      |  |                                                                              |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| Cash Paid For:                                                                                                                                                                                                                                                                                |  |                                      |  |                                      |  |                                                                              |
|    Interest                                                                                                                                                                                                                                                                    |  | $                  0                 |  | $                  0                 |  | $                 0                                                          |
|                                                                                                                                                                                                                                                                                |  |                                      |  |                                      |  |                                                                              |
| Income taxes                                                                                                                                                                                                                                                                                  |  | $                  0                 |  | $                  0                 |  | $                 0                                                          |
|                                                                                                                                                                                                                                                                                               |  |                                      |  |                                      |  |                                                                              |
| See notes to financial statements.                                                                                                                                                                                                                                                            |  |                                      |  |                                      |  |                                                                              |

**F-6**

**Hojo****Holdings, Inc.**(A Development StageEnterprise)

**NOTES TO FINANCIAL STATEMENTS**

**NOTE A - FORMATION AND OPERATIONS OF THE COMPANY**

Hojo Holdings, Inc. ("we", "us" "our") was incorporated under the laws of thestate of Delaware on January 5, 1999.  We are considered to be in thedevelopment stage as defined in Financial Accounting Standards Board StatementNo. 7, and intend to become an Internet professional services firm specializingin high-end web site development.  Our planned principal operations have notcommenced; therefore most of our accounting policies and procedures have not yetbeen established.

USE OF ESTIMATES 

The preparation of financial statements in accordance with accountingprinciples generally accepted in the United States of America requires us tomake estimates and assumptions that affect the reported amounts of assets andliabilities  and the  disclosure  of contingent assets and liabilities at thedate of the financial  statements.  The reported amounts of revenues andexpenses during the reporting period may be affected by the estimates andassumptions were are required to make  Actual results could differ from thoseestimates. 

**NOTE B – GOING CONCERN**

Our financial statements have been prepared on a going concern basis, whichcontemplates the realization of assets and the satisfaction of liabilities inthe normal course of business.  We have incurred net operating losses since ourinception and anticipate that we will incur net losses for the foreseeablefuture.  In addition,we  we will require a significant amount of capital tocommence our planned principal operations and proceed with our business plan.Accordingly, our ability to continue as a going concern is dependent upon ourability to secure an adequate amount of capital to finance our planned principaloperations and/or implement our business plan.  Our plans include selling sharesof our common stock through private placements, however there is no assurancethat we will be successful in our efforts to raise capital.  These factors,among others, indicate that we may be unable to continue as a going concern fora reasonable period of time.  Our financial statements do not include anyadjustments relating to the recoverability and classification of recorded assetamounts or the amounts and classification of liabilities that might be necessaryshould we be unable to continue as a going concern.

**NOTE C - RELATED PARTY TRANSACTIONS**

At December 31, 1999, and during a portion of the year ended December 31,2000, we had an informal line of credit with our president’s husband,under which we borrowed approximately $22,200. In April 2000, we satisfied thisliability through the issuance of 444,643 shares of our common stock ($.05 pershare based on the price at which other shares were being sold at thatdate– see Note F).

We recognized $6,000 of employee compensation during each of the years endedDecember 31, 2001 and 2000.  We believe this amount represents the fair value ofservices provided to us by our president during these years.   Because thiscompensation will not be paid, now or in the future, this amount has beenreflected as an increase in additional paid-in capital in the accompanyingbalance sheet. No amounts have been ascribed to the use of a portion of ourpresident's home for office space in the accompanying statements of operationsbecause the value of such office space was not considered significant. 

In addition, two of our stockholders (one of whom is our president’shusband),  periodically advances funds to us.  These advances, which arereflected as due to stockholders in the accompanying balance sheet, areunsecured, non-interest bearing and due on demand.

**F-7**

## **NOTE D – INCOME TAXES**

We recognized losses for both financial and tax reporting purposes duringeach of the periods in the accompanying statements of operations. Accordingly,no provision for income taxes and/or deferred income taxes have been providedfor in the accompanying financial statements.  

At December 31, 2001, we had net operating loss carryforwards ofapproximately $76,000 for income taxes.  These carryforwards expire in variousyears through the year ended December 31, 2021.  The deferred income tax assetarising from this net operating loss carryforward is not recorded in theaccompanying balance sheet because we established a valuation allowance to fullyreserve such asset, as its realization did not meet the required assetrecognition standards established by SFAS 109.

**NOTE E - LOSS PER SHARE**

We compute net loss per share in accordance with SFAS No. 128 "Earnings perShare"  (“SFAS No. 128”) and SEC Staff Accounting Bulletin No. 98("SAB 98").  Under the provisions of SFAS No. 128 and SAB 98, basic net loss pershare is computed by dividing the net loss available to common stockholders forthe period by the weighted average number of common shares outstanding duringthe period.  Diluted net loss per share is computed by dividing the net loss forthe period by the number of common and common equivalent shares outstandingduring the period.   There were no common equivalent shares outstanding duringthe period January 5, 1999 (date of incorporation) to December 31, 2001;accordingly basic and diluted net loss per share are identical for each of theperiods in the accompanying statements of operations. 

###### 

**NOTE F – COMMON STOCK OFFERING**

In January 2001, our registration statement with the SEC to sell up to12,500,000 shares of our common stock at $0.05 per share, was closed.  We issued2,300,000 shares of our common stock under the offering.

**NOTE G – COMMITMENTS**

On June 13, 2001, we engaged a financial consulting firm to act as ourfinancial advisor, and to furnish investment-banking services to us.  Theagreement, which may be canceled by either party at any time upon 10 dayswritten notice, is for a term of one year during which time we are required topay total consideration of $25,000.  At December 31, 2001, we have paid $13,000under this arrangement (consisting of $8,500 paid in June 2001 and three monthlyinstallments of $1,500).  Accordingly, as of such date, we still owe $12,000under this arrangement.

**F-8**

**ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND****FINANCIAL DISCLOSURES**

****NONE 

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

The following table and subsequent discussion contains information concerningour director and executive officer,  who will serve in the same capacity with usupon  completion  of the  offering.  Our executive officer was elected to herposition in July January 1999. 

| Name           | Age | Title                  |
|----------------|-----|------------------------|
| Holli Arberman | 27  | President and Director |

There are no other persons  nominated or chosen to become directors orexecutive officers nor do we have any employees other than above. 

Holli C.  Arberman.  Mrs.  Arberman  has  served  as the  president,secretary, treasurer  and a director of Hojo since  January  1999.  SinceJanuary 1999 Mrs. Arberman has also served as the president,  secretary,treasurer and a director of two other companies which where  incorporated by Mr.Arberman on January 6, 1999; HB Holdings, Inc.. and HBJA Holdings Inc. None ofthese companies  currently conduct any business and none currently intends tomake any acquisitions.  In addition, from May 1999 until April 2000, Mrs.Arberman served as president of Want.md, a web site focused on offering Internetdomain name registrations to medical professionals.  From October 1998 untilDecember 1999, Mrs. Arberman has worked  as  an  independent   occupationaltherapist  contractor  for  various contracting agencies. >From October 1997until October 1998, Mrs. Arberman served as an  occupational  therapist  atUnited  Presbyterian  Residence  Care Corp, a skilled nursing facility.  FromSeptember 1995 to October 1997, she earned a M.A degree in Occupational Therapyfrom Touro College. Mrs. Arberman is a registered and licensed OccupationalTherapist,  is NBCOT Certified and holds a license in New York and Connecticut.

Mrs.  Arberman does not have any experience in overseeing web sitedevelopment; securing web site developers,  computer programmers, sales andmarketing agents; or in obtaining clients.

Our directors hold office until the next annual meeting of shareholders  andthe election  and   qualification  of  their   successors.   Directors   receiveno compensation  for serving on the board of directors other than  reimbursementof reasonable  expenses incurred in attending  meetings.  Officers are appointedby the board of directors and serve at the discretion of the board.

**CONFLICTS OF INTEREST**

Our director and officer is or may become, in his individual capacity,officer, director,  controlling shareholder and/or partner of other entitiesengaged in a variety of businesses.  There exist  potential  conflicts ofinterest  including allocation of time between Hojo and her other businessactivities. 

No proceeds from this  offering will be used to purchase  directly orindirectly any  shares of the  common  stock  owned by any  presentshareholder,  officer, director or promoter.  No proceeds from this offeringwill be loaned to our sole officer and director.  We also will not use proceedsof this  offering  purchase the assets of any company,  which is beneficiallyowned by any of our current or future officers, directors, promoters oraffiliates. 

**ITEM 10 - EXECUTIVE COMPENSATION.**

There was no officer whose salary and bonus for the period exceeded $100,000.

Mrs. Arberman is currently  employed by Hojo Holdings,  Inc. at an annualsalary of $24,000 per annum according to a two year written employment agreementsigned on  August  31,  1999.  Mrs.  Arberman  is  not  accruing  or  entitledto  any compensation  and will not be paid until Hojo raises at least $200,000from this offering.  Her  employment  agreement  provides  for  reimbursementof business related  expenses,  four  weeks of  vacation  per  calendar  year,medical  and disability   benefits,   additional  benefits  as  offered  byHojo  and  bonus entitlement.  Until there is an  independent  board  member,Mrs.  Arberman has verbally  agreed not to receive any benefits or bonus fromHojo.  The employment contract also contains standard  non-compete,termination,  confidentiality and other clauses. 

We do  not  presently  have a  stock  option  plan  but  intend  to  developan incentive-based  stock option plan for our officers and  directors in thefuture and may reserve shares of our authorized common stock for that purpose.

**ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT.**

The  following  table  sets forth  information  with  respect to thebeneficial ownership of our common stock before and after giving  effect to thesale of the maximum number of shares of common stock  offered.  Allshareholders  have sole voting and investment power over the shares beneficiallyowned.  Included within this table is information  concerning each  stockholderwho owns more than 5% of any class of our  securities,  including  those  sharessubject to  outstanding options.  Although  our  officer  may  purchase  sharesin this  offering,  the following  amounts  assume that our officer  does notpurchase  any  additional shares. 

| Beneficial ownership		 

class of common stock                         | shares owned | Percentage of shares |
|------------------------------------------------------------------------|--------------|----------------------|
| Holli Arberman				 

8384 Roswell Road, Suite K Atlanta, Georgia 30350 | 900,000      | 18.75%               |
| Joel Arberman				 

8384 Roswell Road, Suite K Atlanta, Georgia 30350  | 1,040,000    | 21.67%               |

**ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**

On January 6, 1999, Mrs. Arberman, our president,  purchased 900,000 sharesfor a total consideration of $900. 

On April 7, 2000, Mr. Arberman, the husband of our president, was issued1,040,000 shares for total consideration of $52,000 of cash proceeds and debtrepayment.

Mrs. Arberman,  our president,  provides  various  equipment and a portion ofher home for office  space for no  consideration.  The value of this  equipmentand office space are considered to be insignificant.

All  future  transactions   between  us  and  our  officers,   directors  or5% shareholders,  and  their  respective  affiliates,  will  be on  terms  noless favorable  than could be obtained  from  unaffiliated  third parties andwill be approved by a majority of any independent, disinterested directors. 

**ITEM 13-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON**

**FORMS 8-K**

Exhibits - None. 

Financial Statement Schedules - None. 

Reports on Form 8-K - None. 

**SIGNATURES**

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

HOJO HOLDINGS, INC. 

By:	/s/ Holli Arberman 

Chief Executive Officer 

Dated: March 27, 2002

In accordance  with Exchange Act, this report has been signed below by thefollowing  persons on behalf of the  Registrant and in the capacities and on thedated indicated. 

| **SIGNATURE**      | **TITLE**                          | **DATE**       |
|--------------------|------------------------------------|----------------|
| /s/ Holli Arberman | Director, Chief Accounting Officer | March 27, 2002 |