SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20459



FORM 10-KSB



( X ) Annual Report  Pursuant to Section 13 or 15(d) of the
Securities andExchange Act of 1934.



For the Year Ended December 31, 2000



Commission File Number: 333-87111



HOJO HOLDINGS, INC.(Exact name of Registrant as
specified in its Charter)





DELAWARE(State of or other jurisdiction
ofincorporation or organization)
11-3504866(IRS Employer I.D.  No.)




21 Blackheath Road, Lido Beach, New York
11561Address of Principle Executive Offices:



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



NoneSecurities registered pursuant to Section
12(b) of the Act:



Common Stock, $.001 Par ValueSecurities
registered pursuant to Section 12(g) of the Act:



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



Indicate by check mark if disclosure of delinquent filers  pursuant to Item
405 of Regulation S-B is not contained herein and will not be contained, to the
best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated  by  referencing  Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. _X__



Issuer's revenues for the most recent fiscal year: $5,120



The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant  at  December  31, 2000 was $143,000.  Shares of common stock
held by each officer and director and by each person who owns more that 5% of
the outstanding common stock  have  been  excluded  in that  such  persons  may
be deemed to be affiliates.  This  determination  of  affiliate  status  is  not
necessarily  a conclusive determination for other purposes.



Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of December 31, 2000. 4,800,000 Common Shares



Documents Incorporated By Reference - NONE



Transitional small business disclosure format. _X__ Yes __No



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HOJO Holdings, Inc.



FORM 10 - KSB



Table of Contents





PART I.ITEM 1. Description of Business
3ITEM 2. Properties
7ITEM 3. Legal Proceedings
7ITEM 4. Submission of Matters to a Vote of Security Holders
7PART IIITEM 5. Market for the Common Equity and Related Stockholder Matters
7ITEM 6. Plan of Operation
7ITEM 7. Financial Statements
11ITEM 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures
19PART IIIITEM 9  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
19ITEM 10 Executive Compensation
20ITEM 11 Security Ownership of Certain
Beneficial Owners and Management
20ITEM 12 Certain Relationships and Related Transactions
20ITEM 13 Exhibits, Financial Statement
Schedules and Reports on Form 8-K
20Signatures
21










































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PART I.



ITEM 1 - DESCRIPTION OF BUSINESS



General description:



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



1.	Principal products or services and their markets:



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



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



Before  creating  any web site,  a company  must first  conduct a thorough
needs assessment to review its strategic business  requirements and compare them
to the  capabilities  of its existing  processes and systems.  Next, the company
must design the solution and develop an implementation plan. The implementation,
establishment and maintenance of the solution will require significant technical
expertise in a number of areas, including, electronic commerce systems, security
and privacy technologies,  application and database  programming,  mainframe and
legacy  integration  technologies  and advanced user  interface  and  multimedia
production.



Similarly,  recent  trends are  changing the  marketing  communications
requirements  of businesses  throughout  the world.  Businesses  must be able to
develop and execute marketing  strategies  rapidly,  because  shortening product
life cycles reduce lead times for marketing campaigns. Internet-related services
have 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 to
improve the effectiveness of communications,  but pose additional  challenges to
businesses   striving  to  link   business   strategy   with  rapidly   changing
technologies.



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



Accordingly,  many  businesses  have  chosen to  outsource  a  significant
portion of the design,  development  and  maintenance of their web sites and the
development  and  implementation  of their  marketing  strategies to independent
professionals.   These  independent   professionals  can  leverage   accumulated
strategic,  technical  and  creative  talent and track  developments  in a field
characterized by extremely short technology, process and content lifecycles.

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



We believe  that the rapidly  increasing  demand for  Internet  solutions
has created a significant market opportunity for our Internet  professional
services firm.  In  the  currently  fragmented  and  rapidly  changing
environment,   an organization  that could  deliver the  creative  strengths  of
advertising  and marketing firms, the strategic skills and technical
capabilities of information technology consulting service providers, could
capitalize on this opportunity to help companies build their businesses in
innovative ways.



We intend to offer the following services:



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



- Analysis and design.  We would translate the client's  strategic
requirements into a system or process design architecture, a blueprint that
defines the roles the system will perform to meet those requirements.  By
choosing us, our clients would receive vendor-neutral solutions prepared by
Internet-focused consultants. We would research,  test and evaluate virtually
all major Internet  technologies and tools to design  system and process
architectures  that  successfully  meet client needs.  Our  objective is to
design,  build and deploy a solution that is logically planned, scales well over
time, is sufficiently secure, and is easy to use, administer and manage.



- Technology  development and implementation.  We would build a testable
version of the client's  solution  based on the  blueprint  produced in the
analysis and design phase. We would design,  code,  integrate and test all
necessary programs and  components  using a broad range of expertise,  including
object-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;  and
integration of hardware,  software and Internet access products.  Our
independent  graphic  designers would work to create a compelling  user
interface for the solution to enable it to attract and hold the  attention of
the client's  target  audience  while  conforming  to the client's  brand image
and marketing  campaigns  We would then test the solution created  in the
development  phase  and  ready  it to be  deployed  into a full production
system.



- Audience  development.  We would work with  clients to develop a strategy
for achieving  its online  marketing  objectives  by  increasing  web site
traffic, strengthening  brand awareness and generating  sales leads. We intend
to provide online media planning and purchasing services and advice regarding
online public relations.



- Maintenance. We would provide the client with ongoing support services for
its Internet solutions, from content maintenance to site administration, for as
long as the client  wishes.  Our  technical  consultants  could  assist  clients
on a case-by-case  basis to resolve technical  problems,  provide assistance
with the hosting environment, and deliver support for Internet solution
software.



2.	Distribution methods of the products or services:



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



Independent  agents would typically  target our sales efforts at senior
executives  within a buying  organization.  When a prospective  client is
interested in working with us, we will analyze which portions of its development
we can support. Throughout this analysis, we work with the prospective client
to negotiate  terms of a service



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agreement.  Clients  are  expected  to enter into short-term  agreements
with us. Our goal through this process is to  demonstrate our capability to
provide savings, and to obtain a longer-term  service agreement with the client.



Our  marketing  efforts  will be dedicated  to  demonstrating  the benefits
of Internet  solutions,  and the  effectiveness  of our  organization  in
providing solutions, to key decision makers in client organizations. Our
marketing efforts will be focused on general  communications  and on obtaining
referrals from our existing  clients.  We may participate in trade conferences
and industry forums, and advertise in business  publications.  We intend to
increase our  advertising and  marketing  expenditures  in an effort to become
better known in our target markets. These expenditures will cover the addition
of  sales,  marketing  and  business  development  agents,   increased
advertising, 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 of
operations  and ability to raise  additional  capital.  In the event that we are
successful in raising additional capital or our results of operations exceed our
expectations, our marketing budget for the next 12-month period will increase
significantly.



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



None.



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



The market for Internet  professional  services is relatively new, intensely
competitive,  rapidly  evolving and subject to rapid  technological  change.  We
expect competition to persist, intensify and increase in the future. Some of our
larger competitors include other Internet  professional service firms including;
Zefer, Usweb,  Razorfish and Rare Medium. Some of these competitors offer a full
range of Internet  professional services and several others have announced their
intention to do so.



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



We believe that the principal  competitive factors in our market are
strategic expertise,   technical   knowledge  and  creative  skills,   brand
recognition, reliability of the delivered  solution,  client  service and price.
Most of our current and  potential  competitors  have  longer  operating
histories,  larger installed  client bases,  longer  relationships  with clients
and  significantly greater financial,  technical,  marketing and public
relations resources than we have and could decide at any time to increase their
resource  commitments to our market.  In addition,  the market for Internet
solutions is relatively  new and subject to continuing definition, and, as a
result, the core business of many of our  competitors  may  better  position
them to  compete  in this  market as it matures.  Competition of the type
described  above could  materially  adversely affect our business, results of
operations and financial condition.



5.	Sources and availability of raw materials and the names of principal
suppliers:



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



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 materials
required  completing  the  project.  However,  in some cases,  we may





5

agree to a negotiated  fixed project.  If we fail to estimate  accurately the
resources and time required for a project or to complete projects within budget,
we would have cost overruns and, in some cases, penalties, which could hurt our
business.





6.	Dependence on one or a few major customers:



None.



7.	Patents, trademarks, licenses, franchises, concessions, royalty agreements
or 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 the
business:

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



Due to the  increasing  popularity  and use of the Internet,  it is possible
that a number of laws and regulations may be adopted in the U.S. and abroad with
particular  applicability to the Internet.  It is possible that governments will
enact  legislation  that may be  applicable  to us in areas  including  content,
network  security,  encryption  and  the use of key  escrow,  data  and  privacy
protection,  electronic  authentication  or  "digital"  signatures,  illegal and
harmful content,  access charges and retransmission  activities.  Moreover,  the
applicability  to the  Internet  of existing  laws  governing  issues  including
property  ownership,  content,  taxation,  defamation  and  personal  privacy is
uncertain.



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



Violations  of local  laws may be  alleged  or charged by state or foreign
governments and we may unintentionally  violate local laws and local laws may be
modified,  or new laws enacted,  in the future.  Any of these developments could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.10.	Estimate of the amount spent during each of the last
two fiscal years on research and development activities:

None.

11.	Costs and effects of compliance with environmental laws (federal, state
and 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  employ
additional  independent  contractors  to support our development, technical,
marketing, sales, support and administrative organizations.  Competition for
qualified  personnel in the industry in which we compete is intense.  We believe
that our future  success will depend in part on our  continued  ability  to
attract,  hire  or  acquire  and  retain  qualified employees.

ITEM 2 - DESCRIPTION OF PROPERTY

We have our corporate  headquarters in Lido Beach,  New York.  Substantially
all of our operating  activities  are  conducted  from 200 square feet of office
space provided by our president at no charge.  We believe that additional  space
will be required as our business expands and believe that we can obtain suitable
space 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



a. Market information: Our common stock does not trade on any stock
exchange.b. Holders: There are fifty-seven holders of our common
stock.c. Dividends: We have not and do not anticipate that we will pay any
dividends in the future.

ITEM 6 - PLAN OF OPERATION



General discussion.



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



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



We believe that the most  important  portion of our web site is the section
that  displays a variety of samples that we created.  The samples  demonstrate a
variety of web site design and development  skills that we possess and can offer
future clients. For example, our web development samples include:o an
animation introducing  a new  software  product o an  animated  splash  page
utilized  to introduce a new web site  o a home page created  utilizing
animation software

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o a web site containing a variety of photographs



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



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



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



Beginning  in the second  quarter of 2001,  we plan to  identify
independent contractors that can assist us in obtaining web site development
contracts.  We believe that these individuals would be compensated on a
commission basis, which would be  calculated  from the total  revenues  we
receive as a result of their efforts.



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



Revenues.



We have generated  $5,120 in revenues, of which $5,000 was payable to us in
shares of stock. We intend to generate  revenue by offering a range of  services
to deliver  Internet  solutions  designed to help clients build their
businesses.  In each consulting  engagement,  the client can contract for the
specific  services it requires,  depending on the nature of the engagement and
the capabilities of the client's organization.  We intend to bill the majority
of our engagements on a time and materials basis,  although we also intend to
deliver solutions on a fixed-price basis.

Cost of revenues.



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



Web site developer and programmer expenses consist primarily of compensation
for independent  consultants that provide us with technical services.  We expect
to  significantly  increase our web site  developer and  programmer  expenses in
absolute dollars as we secure new clients.



Sales and marketing expenses consist primarily of compensation for sales and
marketing agents,  travel,  public  relations,   sales  and  other  promotional
materials,  trade shows,  advertising and other sales and marketing programs. We
expect to  continue  to increase  our sales and  marketing  expenses in absolute
dollars  in  future  periods  to  promote  our  brand,  to pursue  our  business
development strategy and to increase the size of our sales force.



General and  administrative  expenses consist  primarily of compensation for
personnel and fees for outside professional advisors. We expect that general and
administrative  expenses will continue to increase in absolute

8

dollars in future periods as we continue to add staff and  infrastructure  to
support our expected domestic  and  international  business  growth  and bear
the  increased  expense associated with being a public company.



We anticipate that we will incur net losses for the foreseeable  future. The
extent of these losses will be contingent, in part, on the amount of net revenue
generated from clients. There can be no assurance that our operating losses will
not   increase  in  the  future  or  that  we  will  ever   achieve  or  sustain
profitability.



Limited operating history



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



Our fiscal year ends December 31.

Results of operations



Since our inception,  we have generated $5,120 in operating revenues and
incurred a cumulative net loss of approximately $109,000. Our operating expenses
have consisted substantially of professional fees, travel and entertainment,
office costs and employee compensation.  A significant portion of the
professional fess we incurred, as well as all of the employee compensation we
have recognized, were non-cash expenses.  The former expenses were  satisfied
via the issuance of our common shares, and the latter have been reflected as a
non-cash capital contribution.



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



Liquidity and capital resources



Our  operating and capital  requirements  have exceeded our cash flow from
operations as we have been building our business.  During the period  January 5,
1999 to December 31, 2000 we used cash of  approximately  $57,100 for  operating
and investing  activities.  These cash outflows have been funded by affiliate
advances of approximately $22,200 (which amounts were converted to common stock
during the year) and proceeds from issuance of common stock of approximately
$45,300.



We expect to make  expenditures  of at least  $50,000  during  the  next
twelve months.  These  expenditures will be used to continue web site
development,  recruiting  independent  contractors,  begin sales and marketing
and for general working capital. We will need to raise additional funds through
private placements of our stock. If we are unable to raise  these funds we will
not remain as a viable going concern and investors may lose their entire
investment.



Because we have incurred net losses, and because we anticipate that we will
incur net operating losses for the foreseeable future, our  ability to  continue
as a going  concern is  dependent  upon our ability to obtain additional capital
and financing to proceed with our planned operations and implement our business
plan.



As a result of our limited operating history,  we have limited meaningful
historical  financial  data  upon  which  to base  planned  operating  expenses.
Accordingly, our anticipated  expense levels in the future are based in part on
our expectations as to future revenue.  We expect that these expense levels will
become, to a large extent, fixed. Revenues and operating results generally will
depend on the volume of, timing of and ability to complete  transactions,  which
are difficult to forecast.  In addition,  there can be no assurance that we will
be able to  accurately  predict our net  revenue,  particularly  in light of the
intense competition for Internet  professional  services,  our limited operating
history and the uncertainty as to the broad  acceptance of the web and Internet.
We

9



may be unable to adjust  spending in a timely  manner to  compensate  for any
unexpected revenue shortfall or other unanticipated changes in our industry. Any
failure by us to  accurately  make  predictions  would  have a material  adverse
effect on our business, results of operations and financial
condition



Need for additional financing.

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

Material agreements

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



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



CAUTIONARY STATEMENT



This  Form  10-KSB,   press  releases  and  certain  information  provided
periodically  in writing or orally by the  Corporation's  officers or its agents
contain  statements  which  constitute  forward-looking  statements  within  the
meaning of Section 27A of the Securities  Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The words expect,  anticipate,  believe,  goal,
plan,  intend,  estimate and similar  expressions and variations thereof if used
are  intended  to  specifically  identify  forward-looking   statements.   Those
statements appear in a number of places in this Form 10-KSB and in other places,
particularly,  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,  and include statements  regarding the intent,  belief or
current  expectations  of the  Corporation,  its  directors or its officers with
respect to, among other  things:  (i) the  Corporation's  liquidity  and capital
resources;  (ii) its  financing  opportunities  and plans  and (iii) its  future
performance  and  operating  results.  Investors and  prospective  investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve risks and  uncertainties,  and that actual  results may
differ  materially from those projected in the  forward-looking  statements as a
result of  various  factors.  The  factors  that might  cause  such  differences
include,  among  others:  (i)  any  material  inability  of the  Corporation  to
successfully  identify,  consummate  and  integrate the  acquisition  of finance
receivables at reasonable and anticipated  costs, (ii) any material inability of
the Corporation to successfully  develop its products;  (iii) any adverse effect
or limitations  caused by governmental  regulations;  (iv) any adverse effect on
the Corporation's  continued positive cash flow and ability to obtain acceptable
financing in connection with its growth plans; (v) any increased  competition in
business;  (vi) any inability of the  Corporation  to  successfully  conduct its
business in new markets; and (vii) other risks including those identified in the
Corporation's filings with the SEC. The Corporation  undertakes no obligation to
publicly  update or revise  the  forward  looking  statements  made in this Form
10-KSB, to reflect events or circumstances after the date of this Form 10-KSB or
to reflect the occurrence of unanticipated events.













10



ITEM 7 - FINANCIAL STATEMENTS



Hojo Holdings, Inc.(A Development Stage
Enterprise)



TABLE OF CONTENTS









PAGEINDEPENDENT AUDITORS’ REPORT
F-2FINANCIAL STATEMENTSBalance Sheet
F-3Statements of Operations
F-4Statements of Stockholders’ Equity (Deficit)
F-5Statements of Cash Flows
F-6Notes to Financial Statements
F-7






















































F-1





11





[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, 2000,
and the related statements of operations, stockholders’ equity (deficit),
and cash flows for the year then ended, and the periods January 5, 1999 (date of
incorporation) to December 31, 2000 and 1999.  These financial statements are
the responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audits 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 the disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and the significant estimates made by management, as well as the
overall financial statement presentation.  We believe our audits provide a
reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2000, and the results of its operations and its cash flows for the year then
ended, and the periods January 5, 1999 (date of incorporation) to December 31,
2000 and 1999 in conformity with accounting principles generally accepted in the
United States of America.



The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed 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 to
raise the necessary capital to commence its planned principal operations and/or
implement its business plan. These factors raise substantial doubt about the
Company’s ability to continue as a going concern.  Management’s
plans in regard to this matter are described in Note B.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





Kingery, Crouse & Hohl, P.A.



April 11, 2001Tampa, FL







F-2



12







Hojo Holdings, Inc.(A Development Stage
Enterprise)



BALANCE SHEET AS OF DECEMBER 31, 2000





ASSETSCURRENT ASSETSCash and cash equivalents
$     10,361Furniture and equipment (net of accumulated depreciation of
$807)
4,202Investments (net of unrealized loss of $5,000)
-Total
$     14,563LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES
$              -STOCKHOLDERS’ EQUITYCommon stock - $0.001 par value - 20,000,000 authorized;
4,800,000 shares issued and outstanding
4,800Additional paid-in capital
118,700Deficit accumulated during the development stage
(108,937)Total
stockholders’ equity
14,563Total
$     14,563




See notes to financial statements.







































F-3





13



Hojo Holdings, Inc. (A Development Stage
Enterprise)



STATEMENTS OF OPERATIONS





For the Year Ended December 31, 2000

For the Period January 5, 1999 (date of incorporation) to
December 31, 1999

For the Period January 5, 1999 (date of incorporation) to
December 31, 2000REVENUE
$        5,120

$                   -

$           5,120EXPENSES:Stock based consulting services
50,000

-

50,000Office
17,519

2,226

19,745Other professional fees
12,174

5,848

18,022Travel and entertainment
11,674

103

11,777Employee compensation
6,000

-

6,000Unrealized loss
5,000

-

5,000Other
1,404

2,109

3,513Total Expenses
103,771

10,286

114,057NET LOSS
$  ( 98,651)

$       (10,286)

$      (108,937)Net Loss Per  Share-Basic and Diluted
$          (.02)

$             (.00)

$            (.03)Weighted Average Number of      Shares Outstanding
4,190,400

2,500,000

3,351,000






See notes to financial statements































F-4





14



HOJO Holdings, Inc.(A Development Stage
Enterprise)



STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)FOR THE
YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD JANUARY 5, 1999(date of
incorporation) TO DECEMBER 31, 2000

Additional

Deficit accumulated During theCommon Stock

Paid in

DevelopmentShares

Value

capital

Stage

TotalBalances, January 5, 1999 (date of   incorporation)

-

$          -

$           -

$              -

$            -Issuance of common stock at inception

2,500,000

2,500

-

-

2,500Net 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

-

42,768Conversion of affiliate advances to common    stock

444,643

445

21,787



22,232Issuance of common stock for services   rendered

1,000,000

1,000

49,000

-

50,000Contribution of services by employee





6,000



6,000Net 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




See notes to financial statements



































F-5



15





HOJO Holdings, Inc.(A Development Stage
Enterprise)



STATEMENTS OF CASH FLOWS



For the Year Ended December 31, 2000

For the period January 5, 1999 (date of incorporation) to
December 31, 1999

For the period January 5, 1999 (date  of  incorporation) to
December 31, 2000CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$        ( 98,651)

$        (10,286)

$     (108,937)Adjustments to reconcile net loss to net cash used by
operating      activities:Depreciation

807

-

807Stock based consulting expenses

50,000

-

50,000Non-cash compensation

6,000



6,000NET CASH FLOWS USED IN OPERATING ACTIVITIES

(41,844)

(10,286)

(52,130)CASH FLOWS FROM INVESTING ACTIVITIES-Purchases of furniture and equipment

(2,812)

(2,197)

(5,009)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock

42,768

2,500

45,268Advances from affiliate, net

12,229

10,003

22,232NET CASH PROVIDED BY FINANCING ACTIVITIES

54,997

12,503

67,500NET INCREASE IN CASH AND CASH EQUIVALENTS

10,341

20

10,361CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

20

-

-CASH AND CASH EQUIVALENTS, END OF PERIOD

$          10,361

$                  20

$          10,361SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
– During the year ended December 31, 2000, common stock and additional
paid-in capital increased by $445 and $21,787, respectively when $22,232 of
affiliate advances were converted to common stock (see Note C).SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:Cash Paid For:Interest

$                  0

$                  0

$                 0Income taxes

$                  0

$                  0

$                 0See notes to financial statements.
















F-6



16

Hojo Holdings, Inc.(A Development Stage
Enterprise)



NOTES TO FINANCIAL STATEMENTS





NOTE A - FORMATION AND OPERATIONS OF THE COMPANY



Hojo Holdings, Inc. ("we", "us" "our") was incorporated under the laws of the
state of Delaware on January 5, 1999.  We are considered to be in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7, and intend to become an Internet professional services firm specializing
in high-end web site development.  Our planned principal operations have not
commenced; therefore accounting policies and procedures have not yet been
established.



USE OF ESTIMATES



The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires us to
make estimates and assumptions that affect the reported  amounts of assets and
liabilities  and the  disclosure  of contingent assets and liabilities at the
date of the financial  statements.  The reported amounts of revenues and
expenses during the reporting period may be affected by the estimates we are
required to make.  Actual results could differ from those estimates.



NOTE B – GOING CONCERN



Our financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.  We have incurred net operating losses since our
inception, and anticipate that we will incur net losses for the foreseeable
future and that we will require a significant amount of capital to commence our
planned principal operations and proceed with our business plan.  Accordingly,
our ability to continue as a going concern is dependent upon our ability to
secure an adequate amount of capital to finance our planned principal operations
and/or implement our business plan.  Our plans include selling shares of our
common stock through private placements, however there is no assurance that 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 for a
reasonable period of time.  Our financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should 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 $22,200. In April 2000, we satisfied this
liability through the issuance of 444,643 shares of our common stock ($.05 per
share based on the price at which other shares were being sold at that
date– see Note F).



During the year ended December 31, 2000, we recognized $6,000 of employee
compensation.  We believe this amount represents the fair value of services
provided to us by our president during the year.   Because this compensation
will not be paid, now or in the future, this amount has been reflected as an
increase in additional paid-in capital in the accompanying balance sheet. No
amounts have been ascribed to the use of a portion of our president's home for
office space in the accompanying statements of operations because the value of
such office space was not considered significant.



In addition, our president and majority stockholder periodically advances
funds to us.  These advances, which were repaid as of December 31, 2000, were
unsecured, non-interest bearing and were due on demand.





F-7



17



During the year ended December 31, 2000, we issued 1,000,000 shares of our
common stock as consideration for certain professional
services.The value of these services, which
was based on the number, and fair value, of shares issued ($.05 per share based
on the price at which other shares were being offered at the date the services
were rendered), has been reflected as stock based consulting fees in the
accompanying statement of operations.



NOTE D - INCOME TAXES



During the year ended December 31, 2000 and the period January 5, 1999 (date
of incorporation) to December 31, 2000, we recognized losses for both financial
and tax reporting purposes.  As such, no provision for income taxes and/or
deferred income taxes payable have been recorded in the accompanying financial
statements.



At December 31, 2000, we had a net operating loss carryforward of
approximately $47,900 for income tax  purposes.  The carryforward will be
available to offset future taxable income through the year ended December 31,
2020. The deferred income tax asset arising from this net operating loss
carryforward is not recorded in the accompanying balance sheet because we
established a valuation allowance to fully reserve such asset, as its
realization did not meet the required asset recognition standard established by
SFAS 109



NOTE E – NET LOSS PER SHARE



We compute net loss per share in accordance with SFAS No. 128  "Earnings per
Share"  ("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 per share is
computed by dividing the net loss available to common stockholders for the
applicable period(s) by the weighted average number of common shares outstanding
during such period(s).  Diluted net loss per share is computed by dividing the
net loss for the period(s) by the number of common and common equivalent shares
outstanding  during such period(s).  There were no common equivalent  shares
outstanding as of December 31,2000 or 1999; accordingly basic and diluted net
loss per share are identical for each of the periods in the accompanying
statements of operations.



NOTE F – COMMON STOCK OFFERING



In January 2001, our registration statement with the SEC to sell up to
12,500,000 shares of our common stock at $0.05 per share, was closed. We issued
2,300,000 shares of our common stock under the offering.











































F-8



18



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



NONE



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



The following table and subsequent discussion contains information concerning
our director and executive officer,  who will serve in the same capacity with us
upon  completion  of the  offering.  Our executive officer was elected to her
position in July January 1999.



Name
Age
TitleHolli Arberman
26
President and Director




There are no other persons  nominated or chosen to become directors or
executive 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.  Since
January 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 of
these companies  currently conduct any business and none currently intends to
make any acquisitions.  In addition, from May 1999 until April 2000, Mrs.
Arberman served as president of Want.md, a web site focused on offering Internet
domain name registrations to medical professionals.  From October 1998 until
December 1999, Mrs. Arberman has worked  as  an  independent   occupational
therapist  contractor  for  various contracting agencies. From October 1997
until October 1998, Mrs. Arberman served as an  occupational  therapist  at
United  Presbyterian  Residence  Care Corp, a skilled nursing facility.  From
September 1995 to October 1997, she earned a M.A degree in Occupational Therapy
from Touro College. Mrs. Arberman is a registered and licensed Occupational
Therapist,  is NBCOT Certified and holds a license in New York and Connecticut.



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



Our directors hold office until the next annual meeting of shareholders  and
the election  and   qualification  of  their   successors.   Directors   receive
no compensation  for serving on the board of directors other than  reimbursement
of reasonable  expenses incurred in attending  meetings.  Officers are appointed
by 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 entities
engaged in a variety of businesses.  There exist  potential  conflicts of
interest  including allocation of time between Hojo and her other business
activities.



No proceeds from this  offering will be used to purchase  directly or
indirectly any  shares of the  common  stock  owned by any  present
shareholder,  officer, director or promoter.  No proceeds from this offering
will be loaned to our sole officer and director.  We also will not use proceeds
of this  offering  purchase the assets of any company,  which is beneficially
owned by any of our current or future officers, directors, promoters or
affiliates.















19

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 annual
salary of $24,000 per annum according to a two year written employment agreement
signed on  August  31,  1999.  Mrs.  Arberman  is  not  accruing  or  entitled
to  any compensation  and will not be paid until Hojo raises at least $200,000
from this offering.  Her  employment  agreement  provides  for  reimbursement
of business related  expenses,  four  weeks of  vacation  per  calendar  year,
medical  and disability   benefits,   additional  benefits  as  offered  by
Hojo  and  bonus entitlement.  Until there is an  independent  board  member,
Mrs.  Arberman has verbally  agreed not to receive any benefits or bonus from
Hojo.  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  develop
an incentive-based  stock option plan for our officers and  directors in the
future and may reserve shares of our authorized common stock for that purpose.





ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.



The  following  table  sets forth  information  with  respect to the
beneficial ownership of our common stock before and after giving  effect to the
sale of the maximum number of shares of common stock  offered.  All
shareholders  have sole voting and investment power over the shares beneficially
owned.  Included within this table is information  concerning each  stockholder
who owns more than 5% of any class of our  securities,  including  those  shares
subject to  outstanding options.  Although  our  officer  may  purchase  shares
in this  offering,  the following  amounts  assume that our officer  does not
purchase  any  additional shares.



Beneficial ownershipclass of common stock
shares owned
Percentage of sharesHolli Arberman8384 Roswell Road, Suite K Atlanta, Georgia 30350
900,000
18.75%Joel Arberman8384 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 shares
for a total consideration of $900.



On April 7, 2000, Mr. Arberman, the husband of our president, was issued
1,040,000 shares for total consideration of $52,000 of cash proceeds and debt
repayment.



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



All  future  transactions   between  us  and  our  officers,   directors  or
5% shareholders,  and  their  respective  affiliates,  will  be on  terms  no
less favorable  than could be obtained  from  unaffiliated  third parties and
will 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.

20



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, thereunto duly
authorized.



HOJO HOLDINGS, INC.



By: /s/ Holli Arberman Chief Executive Officer



Dated: April 13, 2001





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





SIGNATURE
TITLE
DATE/s/ Holli Arberman
Director, Chief Accounting Officer
April 13, 2001










21