SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                                    FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934 [Fee Required]

For the fiscal year ended June 30, 2000

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934 [No Fee Required]

For the transition period from                          to

Commission File Number 0-28161
CIK Number 0001092802

                                               FARALLON CORPORATION

                            (Exact name of small business issuer in its charter)
                         DELAWARE                                    33-0619264

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

                 24351 Pasto Road, Suite B
                 Dana Point, California                                 92629
           (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:               (949) 489-2400
                                                             -------------------

Securities registered pursuant to Section 12(b) of the Act:              None
                                                             ----------------

Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, par value $.001


           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.
                                                      YES   X        NO

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information  statements  incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

           State issuer's revenues for its most recent fiscal year: None

           The aggregate market value of the voting stock held by non-affiliates
of the  registrant  as of June 30,  2000 was not  determinable  since the Common
Stock was not traded.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of June 30, 2000:

Common Stock, $.001 Par Value - 1,000,000 shares

                                    DOCUMENTS INCORPORATED BY REFERENCE:  NONE




















































































































































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                                                      PART I

Item 1.   DESCRIPTION OF BUSINESS

Background

        Farallon  Corporation,   a  Delaware  corporation  (the  "Company")  was
incorporated on April 20, 1994. The Company has no operating  history other than
organizational matters, and was formed specifically to be a "clean public shell"
and for the purpose of either  merging with or  acquiring  an operating  company
with operating  history and assets.  The Securities and Exchange  Commission has
defined and  designated  these types of  companies  as "blind  pools" and "blank
check" companies.

 The primary  activity of the Company will involve seeking merger or acquisition
candidates  with  whom it can  either  merge or  acquire.  The  Company  has not
selected  any  company  for  acquisition  or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

 The executive  offices of the Company are located at 24351 Pasto Road, Suite B,
Dana Point, California 92629. Its telephone number is (949) 489-2400.

Plan of Operation - General

 The Company was  organized  for the purpose of creating a corporate  vehicle to
seek,  investigate and, if such investigation  warrants,  acquire an interest in
one or more  business  opportunities  presented to it by persons or firms who or
which desire to seek the perceived advantages of a publicly held corporation. At
this  time,the  Company  has no  plan,  proposal,  agreement,  understanding  or
arrangement to acquire or merge with any specific  business or company,  and the
Company has not  identified any specific  business or company for  investigation
and  evaluation.  No member of Management or promotor of the Company has had any
material  discussions  with any other company with respect to any acquisition of
that  company.  Although the  Company's  Common  Stock is  currently  not freely
tradeable,  it will  eventually  become  so  under  exemptions  such as Rule 144
promulgated  under the Securities Act of 1933. See  "Description of Securities."
The Company will not restrict its search to any specific  business,  industry or
geographical  location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed business under this
caption and throughout this Registration  Statement is purposefully  general and
is not meant to be restrictive of the Company's virtually  unlimited  discretion
to search for and enter into potential business opportunities.

 The  Company  intends  to obtain  funds in one or more  private  placements  to
finance the operation of any acquired business. Persons purchasing securities in
these placements and other  shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition.  The Company's proposed
business is sometimes  referred to as a "blind pool" because any investors  will
entrust their investment  monies to the Company's  management before they have a
chance  to  analyze  any   ultimate  use  to  which  their  money  may  be  put.
Consequently,  the  Company's  potential  success  is heavily  dependent  on the
Company's  management,   which  will  have  virtually  unlimited  discretion  in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no  assurance  that the Company will be able to raise any
funds in private placements.  In any private placement,  management may purchase
shares  on the same  terms as  offered  in the  private  placement.  (See  "Risk
Factors" and "Management").

 Management  anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing  in the  Company  because  it will not  permit  the  Company to offset
potential  losses  from one  venture  against  gains  from  another  (see  "Risk
Factors").




<PAGE>




 The Company  may seek a business  opportunity  with a firm which only  recently
commenced  operations,  or a developing  company in need of additional funds for
expansion  into new products or markets,  or seeking to develop a new product or
service,  or an  established  business  which may be  experiencing  financial or
operating  difficulties  and is in the  need  for  additional  capital  which is
perceived  to be  easier  to raise by a public  company.  In some  instances,  a
business  opportunity  may involve the  acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.

 The Company  anticipates that the selection of a business  opportunity in which
to participate will be complex and extremely risky.  Because of general economic
conditions,  rapid  technological  advances being made in some  industries,  and
shortages  of available  capital,  management  believes  that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

 As is  customary  in the  industry,  the  Company  may pay a  finder's  fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's  Board of Directors and will be in accordance with the industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.

 As part of any transaction, the acquired company may require that Management or
other  stockholders  of the Company sell all or a portion of their shares to the
acquired  company,  or  to  the  principals  of  the  acquired  company.  It  is
anticipated  that the sales  price of such shares will be lower than the current
market price or  anticipated  market price of the Company's  Common  Stock.  The
Company's  funds are not expected to be used for purposes of any stock  purchase
from insiders.  The Company shareholders will not be provided the opportunity to
approve or consent to such  sale.  The  opportunity  to sell all or a portion of
their  shares in  connection  with an  acquisition  may  influence  management's
decision to enter into a specific transaction. However, management believes that
since the  anticipated  sales  price will be less than  market  value,  that the
potential  of a stock  sale by  management  will be a  material  factor on their
decision to enter a specific transaction.

 The above  description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution,  or contract or agreement.
No other  payments of cash or property are expected to be received by Management
in connection with any acquisition.

 The Company has not formulated  any policy  regarding the use of consultants or
outside advisors,  but does not anticipate that it will use the services of such
persons.

 The Company has, and will continue to have,  insufficient capital with which to
provide the owners of business  opportunities with any significant cash or other
assets.  However,  management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling  ownership  interest in a
public company at substantially less cost than is required to conduct an initial
public offering.  The owners of the business  opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting




<PAGE>



costs in connection with the acquisition of a business opportunity including the
costs of preparing post-effective amendments,  Forms 8-K, agreements and related
reports and  documents  nevertheless,  the officers and directors of the Company
have not conducted  market research and are not aware of statistical  data which
would support the perceived benefits of a merger or acquisition  transaction for
the owners of a business opportunity.

 The  Company  does not  intend to make any loans to any  prospective  merger or
acquisition candidates or to unaffiliated third parties.

Sources of Opportunities

 The Company  anticipates that business  opportunities for possible  acquisition
will be referred by various  sources,  including  its  officers  and  directors,
professional advisers, securities broker-dealers,  venture capitalists,  members
of the financial community, and others who may present unsolicited proposals.

 The Company will seek a potential business  opportunity from all known sources,
but will rely principally on personal  contacts of its officers and directors as
well as indirect  associations  between them and other business and professional
people.   It  is  not  presently   anticipated  that  the  Company  will  engage
professional firms specializing in business acquisitions or reorganizations.

 The  officers  and  directors  of the Company are  currently  employed in other
positions  and will  devote only a portion of their time (not more than one hour
per  week)  to the  business  affairs  of the  Company,  until  such  time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.

Evaluation of Opportunities

 The analysis of new business  opportunities  will be undertaken by or under the
supervision  of the  officers and  directors of the Company (see  "Management").
Management   intends  to  concentrate  on   identifying   prospective   business
opportunities which may be brought to its attention through present associations
with management.  In analyzing  prospective business  opportunities,  management
will consider such matters as the available technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operation,  if any; prospects for the future;  present and expected competition;
the quality and experience of management services which may be available and the
depth of that  management;  the potential for further  research,  development or
exploration;  specific  risk factors not now  foreseeable  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services or trades; name  identification;  and other
relevant  factors.  Officers and directors of each Company will meet  personally
with   management  and  key  personnel  of  the  firm  sponsoring  the  business
opportunity as part of their investigation.  To the extent possible, the Company
intends to utilize  written reports and personal  investigation  to evaluate the
above factors.  The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.

 It may be anticipated  that any  opportunity in which the Company  participates
will present certain risks. Many of these risks cannot be adequately  identified
prior to selection of the specific opportunity,  and the Company's  shareholders
must,  therefore,  depend on the ability of  management to identify and evaluate
such risk. In the case of some of the opportunities available to the Company, it
may be  anticipated  that the  promoters  thereof  have been unable to develop a
going concern or that such business is in its  development  stage in that it has
not generated  significant revenues from its principal business activities prior
to the  Company's  participation.  There is a risk,  even  after  the  Company's
participation  in the  activity  and the related  expenditure  of the  Company's
funds,  that the  combined  enterprises  will  still be unable to become a going
concern or advance beyond the development  stage.  Many of the opportunities may
involve new and untested products, processes, or market strategies which may not




<PAGE>



succeed.  Such risks will be assumed by the Company and, therefore, its
shareholders.

 The Company will not restrict its search for any specific kind of business, but
may acquire a venture which is in its preliminary or development stage, which is
already in operation,  or in essentially  any stage of its corporate life. It is
currently  impossible to predict the status of any business in which the Company
may become  engaged,  in that such  business may need  additional  capital,  may
merely desire to have its shares  publicly  traded,  or may seek other perceived
advantages which the Company may offer.

Acquisition of Opportunities

 In implementing a structure for a particular business acquisition,  the Company
may become a party to a merger,  consolidation,  reorganization,  joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase  stock or assets of an  existing  business.  On the  consummation  of a
transaction,  it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the  Company's  officers  and  directors  may,  as  part  of  the  terms  of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the Company's shareholders.

 It is anticipated that any securities issued in any such  reorganization  would
be issued in reliance on exemptions from registration  under applicable  Federal
and state  securities  laws.  In some  circumstances,  however,  as a negotiated
element of this  transaction,  the Company may agree to register such securities
either at the time the transaction is consummated,  under certain conditions, or
at specified time thereafter.  The issuance of substantial additional securities
and their  potential  sale into any  trading  market  which may  develop  in the
Company's  Common Stock may have a depressive  effect on such market.  While the
actual  terms of a  transaction  to which the Company  may be a party  cannot be
predicted,  it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the  acquisition  in  a so  called  "tax  free"  reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue Code of 1986, as amended (the "Code").
In order to obtain tax free  treatment  under the Code,  it may be necessary for
the owners of the  acquired  business to own 80% or more of the voting  stock of
the surviving entity. In such event, the shareholders of the Company,  including
investors  in this  offering,  would  retain  less  than 20% of the  issued  and
outstanding  shares of the surviving  entity,  which could result in significant
dilution in the equity of such shareholders.

 As part of the Company's  investigation,  officers and directors of the Company
will meet personally  with  management and key personnel,  may visit and inspect
material  facilities,  obtain  independent  analysis or  verification of certain
information provided,  check reference of management and key personnel, and take
other reasonable  investigative measures, to the extent of the Company's limited
financial resources and management expertise.

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

 With respect to any mergers or acquisitions,  negotiations  with target company
management  will be expected  to focus on the  percentage  of the Company  which
target company shareholders would acquire in exchange for their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
lesser  percentage  ownership  interest in the Company  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company  acquires a target company with  substantial  assets.  Any
merger  or  acquisition  effected  by the  Company  can be  expected  to  have a
significant  dilative  effect on the  percentage of shares held by the Company's
then shareholders, including purchasers in this offering. (See "Risk Factors.")

 The Company will not have sufficient funds (unless it is able to raise funds in
a private  placement) to undertake any  significant  development,  marketing and
manufacturing of any products which may be acquired.




<PAGE>



Accordingly, following the acquisition of any such product, the Company will, in
all  likelihood,  be required to either seek debt or equity  financing or obtain
funding from third parties,  in exchange for which the Company would probably be
required  to give up a  substantial  portion  of its  interest  in any  acquired
product.  There is no  assurance  that the Company will be able either to obtain
additional  financing or interest  third  parties in  providing  funding for the
further development, marketing and manufacturing of any products acquired.

 It is anticipated that the investigation of specific business opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to participate in a specific business opportunity the costs
therefore  incurred  in the  related  investigation  would  not be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.

 Management  believes  that the Company  may be able to benefit  from the use of
"leverage"  in  the  acquisition  of  a  business   opportunity.   Leveraging  a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any  acquisition  by the Company.  No assurance can be given as to
the terms or the  availability  of financing for any acquisition by the Company.
During  periods  when  interest  rates are  relatively  high,  the  benefits  of
leveraging  are not as great as during  periods of lower  interest rates because
the investment in the business  opportunity  held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the  financing.  Lenders  from which the Company may obtain funds
for  purposes  of a  leveraged  buy-out  may impose  restrictions  on the future
borrowing,  distribution,  and  operating  policies  of the  Company.  It is not
possible at this time to predict the  restrictions,  if any,  which  lenders may
impose or the impact thereof on the Company.

Competition

 The  Company  is an  insignificant  participant  among  firms  which  engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.

Regulation and Taxation

 The Investment Company Act of 1940 defines an "investment company" as an issuer
which is or holds  itself out as being  engaged  primarily  in the  business  of
investing,  reinvesting  or trading of  securities.  While the Company  does not
intend to  engage in such  activities,  the  Company  could  become  subject  to
regulation  under the  Investment  Company  Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the




<PAGE>



Company could be classified as an "investment company."

 The Company  intend to structure a merger or  acquisition  in such manner as to
minimize  Federal  and state tax  consequences  to the Company and to any target
company.

Employees

 The  Company's  only  employees  at the  present  time  are  its  officers  and
directors,  who will devote as much time as the Board of Directors  determine is
necessary to carry out the affairs of the Company. (See "Management").


Item 2.   DESCRIPTION OF PROPERTY

 The  Company  shares  space with its sole  officer.  The  Company  pays its own
charges for long distance telephone calls and other  miscellaneous  secretarial,
photocopying and similar expenses.

Item 3.   LEGAL PROCEEDINGS

 Not Applicable.

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

 No matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended June 30, 2000.


                                                      PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

         The Company's  Common Stock has not traded.  As of June 30, 2000, there
were 111 stockholders of record.

Item 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

             The  Company  has been  recently  formed and has not engaged in any
operations other than  organizational  matters.  Its operating  deficit is being
founded by an officer and director.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The consolidated  financial statements of the Company required to be
            included in Item 7 are set forth in the Financial  Statements Index.
            Its operating deficit is being funded by an officer and director.

Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

            Not Applicable.




<PAGE>



                                                     PART III

Item 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers

            The members of the Board of Directors of the Company serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected. The officers serve at the pleasure of the Board of Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.

            Jehu Hand has been President,  Chief Financial Officer and Secretary
of the Company since its  inception.  Mr. Hand has been engaged in corporate and
securities  law  practice  and has been a partner of the law firm of Hand & Hand
since 1992.  Hand & Hand  incorporated  as a law  corporation in May 1994.  From
January 1992 to December  1992 he was the Vice  President-Corporate  Counsel and
Secretary of Laser Medical  Technology,  Inc.,  which designs,  manufactures and
markets  dental  lasers and  endodontics  equipment.  He was a director of Laser
Medical from February 1992 to February 1993.  From January to October,  1992 Mr.
Hand was Of Counsel to the Law Firm of Lewis, D'Amato, Brisbois & Bisgaard. From
January  1991 to  January  1992 he was a  shareholder  of  McKittrick,  Jackson,
DeMarco & Peckenpaugh, a law corporation. From January to December 1990 he was a
partner of Day,  Campbell & Hand,  and was an associate of its  predecessor  law
firm from July 1986 to  December  1989.  From 1984 to June 1986 Mr.  Hand was an
associate attorney with Schwartz,  Kelm, Warren & Rubenstein in Columbus,  Ohio.
Jehu Hand received a J.D. from New York University School of Law and a B.A. from
Brigham Young  University.  He is a licensed real estate broker and a registered
principal (Series 7, 24 and 63) of SoCal Securities,  a broker-dealer and member
of the National  Association of Securities  Dealers,  Inc. He is also a director
and president of Albion Aviation, Inc.

Conflicts of Interest

            Certain  conflicts of interest now exist and will  continue to exist
between the Company and its officer and  director  due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

            Certain  conflicts of interest may exist between the Company and its
management, and conflicts may develop in the future. The officer and director of
the Company holds similar  positions  with a number of companies  engaged in the
same business as the Company.  In the event a business  opportunity is presented
to the  management,  he will present the opportunity to the Company and to these
companies in a random order of priority.

            The  Company has not  established  policies  or  procedures  for the
resolution of current or potential  conflicts of interests  between the Company,
its officers and  directors or  affiliated  entities.  There can be no assurance
that  management will resolve all conflicts of interest in favor of the Company,
and failure by  management  to conduct the  Company's  business in the Company's
best  interest  may result in  liability  to the  management.  The  officers and
directors are accountable to the Company as  fiduciaries,  which means that they
are required to exercise  good faith and  integrity  in handling  the  Company's
affairs. Shareholders who believe that the Company has been harmed by failure of
an officer or director to  appropriately  resolve any conflict of interest  may,
subject to applicable rules of civil procedure,  be able to bring a class action
or derivative suit to enforce their rights and the Company's rights.

            The Company has no arrangement,  understanding or intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.




<PAGE>




            The  Company,   by   resolution   of  its  Board  of  Directors  and
stockholders,  adopted a 1994 Stock  Option Plan (the "Plan") on April 20, 1994.
The Plan enables the Company to offer an incentive based compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

            In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan, of which no shares are issuable.  The Company does not
intend to grant  options  until  such time as a merger or  acquisition  has been
consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.

            Any shares  which are  subject to an award but are not used  because
the terms and  conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

            Stock  options  may be granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

            Stock options may be exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

            Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

            Stock appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.




<PAGE>



Item 10. EXECUTIVE COMPENSATION

            No  compensation  is paid or  anticipated  to be paid by the Company
until an acquisition is made.

            On acquisition  of a business  opportunity,  current  management may
resign and be  replaced  by persons  associated  with the  business  opportunity
acquired,  particularly if the Company participates in a business opportunity by
effecting a reorganization,  merger or  consolidation.  If any member of current
management  remains after  effecting a business  opportunity  acquisition,  that
member's time  commitment will likely be adjusted based on the nature and method
of the  acquisition  and  location of the business  which  cannot be  predicted.
Compensation of management will be determined by the new board of directors, and
shareholders  of the Company will not have the opportunity to vote on or approve
such compensation.

            Directors  currently  receive no  compensation  for their  duties as
directors.

Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The  following  table  sets  forth   information   relating  to  the
beneficial  ownership  of Company  common  stock by those  persons  beneficially
holding more than 5% of the Company  capital stock,  by the Company's  directors
and  executive  officers,  and by all of the  Company's  directors and executive
officers as a group. The address of each person is care of the Company.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>                                                 <C>                               <C>
            Jehu Hand                               800,000                           80.0%

            Kimberly Peterson                        93,850                           9.4%

            All officers and
            directors as a group
            (1 person)                              800,000                           80.0%
</TABLE>

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            Not applicable.






<PAGE>



                                                      PART IV


Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

       (a) Exhibits.  The following exhibits of the Company are included herein.

    Exhibit No.            Document Description

        2.                 Charter and Bylaws

                           2.1.     Articles of Incorporation(1)
                           2.2      Bylaws(1)

         6.                Material Contracts

                           6.1.     1994 Stock Option Plan(1)


(1)      Filed with the Company's original Form 10-SB.

        (b)                Reports on Form 8-K.

                           Not Applicable.




<PAGE>






                                           INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Shareholders
Farallon Corporation
Dana Point, California


We have audited the statements of financial position of Farallon  Corporation (a
company in the development  stage) as of June 30, 2000 and 1999, and the related
statements of operations, changes in stockholders' equity and cash flows for the
years  then  ended  and  cumulative  for the  period  April  20,  1994  (date of
inception)   through  June  30,  2000.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Farallon Corporation (a company
in the  development  stage) as of June 30, 2000 and 1999, and the results of its
operations,  changes in stockholders' equity and cash flows for the period April
20, 1994 (date of inception) through June 30, 2000, in conformity with generally
accepted accounting principles.

THURMAN SHAW & CO., L.C.


Bountiful, Utah
January 12, 2001




<PAGE>


<TABLE>
<CAPTION>

FARALLON CORPORATION
(A Company in the Development Stage)                                               Statements of Financial Position



ASSETS
                                                                                    June 30,         June 30,
                                                                                      2000             1999


<S>                                                                                 <C>              <C>
Current Assets - cash                                                               $                $
     OTHER ASSETS
            Organization costs, net of accumulated
            amortization of $1,015 and $1,015

     TOTAL ASSETS                                                                   $                $

LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities
     Accounts payable                                                               $    108         $     108
     Accounts payable- related party                                                   1,900               993

            Total current liabilities                                                  2,008             1,101
                                                                                    --------         ---------


STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 1,000,000 shares issued and outstanding                                  1,000             1,000

Additional paid-in capital                                                                15                15

Accumulated deficit during the development stage                                     (3,023)           (2,116)


     Total stockholders' equity                                                      (2,008)           (1,101)



     Total liabilities and stockholders' equity                                     $                $






</TABLE>

                                  See    accompanying    notes   to    financial
statements.




<PAGE>

<TABLE>
<CAPTION>


FARALLON CORPORATION
(A Company in the Development Stage)                                              Statements of Operations



                                                                                             Cumulative
                                                                                                        from
                                                                                       FOR THE                 Inception
                                                                                     YEAR ENDED   (April 20, 1994)
                                                                                                         To
                                                               June 30, 2000       June 30, 1999    June 30, 2000


<S>                                                           <C>                 <C>
Revenues                                                      $                  $                 $

Operating expenses

    General and administrative                                                                  907              633           2,008
    Amortization                                                                                157              1,015
Total operating expenses                                                                        907              790           3,023


Net (loss)                                                    $        (907)     $         (790)   $      (3,023)

Basic and diluted net loss per share                                 $-         $       -         $       -


Weighted average number
 of common shares used in per share calculation                      1,000,000         1,000,000        1,000,000






</TABLE>


























                                  See    accompanying    notes   to    financial
statements.




<PAGE>
<TABLE>
<CAPTION>



FARALLON CORPORATION                                                                           Statement of Changes in Stockholders'
(A Development Stage Company)                                                                 Equity From Inception (April 20, 1994)
                                                                                                               Through June 30, 2000
                                                                                                    Accumulated
                                                                                                      Deficit
                                                        Common Stock              Additional        During the
                                                                                    Paid-In         Development
                                                  Shares            Amount          Capital            Stage           Total
Issuance of common stock
<S>                 <C> <C>                      <C>             <C>             <C>                <C>             <C>
    for cash, April 20, 1994                     1,000,000       $      1,000    $         15       $        --     $     1,015

Net (loss)                                                                 --              --              (42)            (42)

Balances at June 30, 1994                        1,000,000              1,000              15              (42)             973

Net (loss)                                              --                 --              --             (338)           (338)

Balances at June 30, 1995                        1,000,000       $      1,000    $         15       $     (380)     $       635

Net (loss)                                              --                 --              --             (320)           (320)

Balances at June 30, 1996                        1,000,000       $      1,000    $         15       $     (700)     $       315

Net (loss)                                              --                 --              --             (314)           (314)

Balances at June 30, 1997                        1,000,000       $      1,000    $         15       $   (1,014)     $         1

Net (loss)                                              --                 --              --             (312)           (312)

Balances at June 30, 1998                        1,000,000       $      1,000    $         15       $   (1,326)     $     (311)

Net (loss)                                              --                 --              --             (790)           (790)

Balances at June 30, 1999                        1,000,000       $      1,000    $         15       $   (2,116)     $   (1,101)

Net (loss)                                              --                 --              --             (907)           (907)

Balances at June 30, 2000                        1,000,000       $      1,000    $         15       $   (3,023)     $   (2,008)





</TABLE>






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




<PAGE>

<TABLE>
<CAPTION>


FARALLON CORPORATION                                                                                        Statements of Cash Flows
(A Company in the Development Stage)                                                              Years Ended June 30, 2000 and 1999
                                                                     and Cumulative from Inception (April 20, 1994) to June 30, 2000



                                                                                                            CUMULATIVE
                                                                                                               FROM
                                                                                                             INCEPTION
                                                                                                         (April 20, 1994)
                                                                                                                TO
                                                                     2000               1999               June 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                              <C>                <C>                    <C>
    Net (Loss)                                                   $      (907)       $      (790)           $     (3,023)

    Adjustments to reconcile net loss to cash flows from operating activities:
        Amortization                                                              --                    157             1,015
        Changes in current assets and liabilities:
          Increase in accounts payable                                                  907             633             2,008

    Net cash flows from operating activities                                        --                --                 --

CASH FLOWS FROM INVESTING ACTIVITIES
    Organization Costs                                                          --                     --              (1,015)

    Net cash flows from investing activities                                      --                --                 (1,015)


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from sale of common stock                                                --                --             1,015

    Net Cash flows from financing activities                                           --                --            1,015


Net increase (decrease) in cash                                                     --                     --            --

Cash balance at beginning of period                                                             --          --                --

Cash balance at end of period                                                       $         --           $          --   $      --










</TABLE>









                                   See    accompanying    notes   to   financial
statements.




<PAGE>



FARALLON CORPORATION                           Notes to Financial Statements
(A Company in the Development Stage)         Years Ended June 30, 2000 and 1999

1.        ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

          The Company was  incorporated  under the laws of the State of Delaware
          on  April  20,   1994,   for  the  purpose  of  seeking  out  business
          opportunities,   including   acquisitions.   The  Company  is  in  the
          development  stage and will be very dependent on the skills,  talents,
          and  abilities of management  to  successfully  implement its business
          plan.  Due to the  Company's  lack of  capital,  it is likely that the
          Company will not be able to compete  with larger and more  experienced
          entities for business  opportunities which are lower risk and are more
          attractive  for such  entities.  Business  opportunities  in which the
          Company may participate  will likely be highly risky and  speculative.
          Since  inception,  the  Company's  activities  have  been  limited  to
          organizational  matters.  Organizational  costs  are  amortized  on  a
          straight-line basis over five years.

          Basic and Diluted Loss Per Share

          The Company has adopted  Statement of Financial  Accounting  Standards
          ("SFAS")  No.128,  Earnings Per Share.  Statement  No. 128 revised the
          manner in which loss per share is  calculated.  Basic and diluted loss
          per common share was restated for all periods presented;  however, the
          effect of the  change to loss per share as  previously  presented  for
          those periods was not material.

          Basic loss per common  share is computed  by dividing  net loss by the
          weighted  average  number  of common  shares  outstanding  during  the
          period.  Diluted loss per share is  calculated to give effect to stock
          options.  There were no stock options outstanding as of June 30, 2000.
          Therefore, basic and diluted loss per share is the same.

          Cash and Cash Equivalents

          The Company  considers  all  short-term  investments  with an original
          maturity of three months or less to be cash equivalents.

          Estimates

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

2.        RELATED PARTY TRANSACTIONS

          The Company currently  receives the use of office space free of charge
          from an officer of the  Company.  The fair market  value of the office
          space in the same geographic region is $20 per month.

3.        INCOME TAXES

          The  fiscal  year end of the  Company  is June 30th and an income  tax
          return has not been filed.  However,  if an income tax return had been
          filed,  the Company would have a net operating  loss  carryforward  of
          $3,023 that would begin expiring in the year 2009.






<PAGE>



4.        STOCK OPTION PLAN

          The Company has stock option plans for directors, officers, employees,
          advisors,  and  employees  of  companies  that do  business  with  the
          Company,  which provide for non-qualified and qualified stock options.
          The Stock Option  Committee of the Board  determines  the option price
          which  cannot  be less than the fair  market  value at the date of the
          grant of 110% of the fair market  value if the  Optionee  holds 10% or
          more of the  Company's  common  stock.  The  price per share of shares
          subject to a  Non-Qualified  Option  shall not be less than 85% of the
          fair market value at the date of the grant.  Options  generally expire
          either three  months after  termination  of  employment,  or ten years
          after date of grant (five years if the  optionee  holds 10% or more of
          the Company's common stock at the time of grant). No options have been
          granted under the plan.






<PAGE>



                                                    SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on February 12, 2000.


                                                           FARALLON CORPORATION


                                                           By:    /s/ Jehu Hand
                                                                  Jehu Hand
                                                                  President

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities on February 12, 2000.



By:     /s/ Jehu Hand President, Secretary, Chief Financial Officer and Director
        Jehu Hand




<PAGE>