SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
                      For the year ended December 31, 2000

                        Commission File Number 000-30516

                                  Arbor, Inc.
            -------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

                               Nevada 88-0448920
                   ----------------------- -----------------
         (State of Incorporation) (I.R.S. Employer Identification No.)

                28 Lavalencia Garden, N.E., Calgary, AB T1Y 6P4
             -----------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                                 (780) 452-2587
                               ------------------
              (Registrant's telephone number, including area code)

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

                          Common Stock - .001 Par Value
                          -----------------------------
                                (Title of Class)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

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

                                     Yes X    No
                                     -----
The  issuer's  had no revenues for the year ended December 31, 2000.

The   approximate   aggregate   market   value  of  the  voting  stock  held  by
non-affiliates  of the registrant as of December 31, 2000,  based on the average
of the  closing  bid and asked  prices of one share of the  Common  Stock of the
Company, as reported on December 31, 2000 was $0.

As of March 20, 2001, the Registrant had outstanding  2,616,000 shares of common
stock, par value $0.001.

Documents incorporated by reference:  None.

                                       1
<PAGE>

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                           Page

Part I

1.   Description of Business                                         3

2.   Description of Property                                        15

3.   Legal Proceedings                                              15

4.   Submission of Matters to a Vote of Security Holders            15
Part II

5.   Market for Common Equity and Related Stockholder Matters       15

6.   Management's Discussion and Analysis and Plan of Operation     17

7.   Financial Statements                                           21

8.   Changes in and Disagreements with Accountants                  29
on Accounting and Financial Disclosure

Part III

9.   Directors, Executive Officers, Promoters and Control           29
Persons; Compliance with Section 16(a) of the Exchange Act
10.  Executive Compensation                                         31

11.  Security Ownership of Certain Beneficial Owners and Management 32

12.  Certain Relationships and Related Transactions                 34

13.  Exhibits and Reports on Form 8-K                               34

Signatures                                                          34


                                       2
<PAGE>

PART 1

ITEM  1.     DESCRIPTION  OF  BUSINESS

Forward-looking Statements

     Certain  statements  made in this report are  "forward-looking  statements"
regarding the plans and  objectives of management  for future  operations.  Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results,  performance or achievements of Arbor,  Inc., a Nevada
corporation (the "Company") to be materially  different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements  the  forward-looking  statements  made in this  Report  are based on
current  expectations  that  involve  numerous  risks  and  uncertainties.   The
Company's plans and objectives are based, in part, on assumptions  involving the
growth and expansion of business.  Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic,  competitive and
market conditions and future business  decisions,  all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that its  assumptions  underlying  the
forward-looking  statements are reasonable,  and of the assumptions  could prove
inaccurate and,  therefore,  there can be no assurance that the  forward-looking
statements  made in this  Report  will  prove  to be  accurate.  In light of the
significant  uncertainties  inherent in the forward- looking  statements made in
this  Report,  inclusion  of  such  information  should  not  be  regarded  as a
representation  by the Company or any other person that the objectives and plans
of the Company  will be achieved.  These  statements  are based on  management's
beliefs and assumptions,  and on information  currently available to management.
Forward-looking  statements  include statements in which words such as "expect,"
"anticipate,"  "intend," "plan," "believe,"  "estimate,"  "consider," or similar
expressions are used. In summary,  forward-looking statements are not guarantees
of future performance.  They involve risks,  uncertainties and assumptions.  The
Company's future results and stockholder values may differ materially from those
expressed  in these  forward-looking  statements.  Many of the factors that will
determine  these results and values are beyond the Company's  ability to control
or predict.

Business Development

     Arbor,  Inc. (the  "Company") was  incorporated in the State of Nevada as E
Investments,  Inc., on February 25, 1999, and will be engaged in the business of
manufacturing,  selling and  distributing  fence posts to be used by  government
parks,  highway  departments,  ranchers and farmers throughout North America. We
currently have no operations as the production process will begin  approximately
two months following our successful  listing as a public company on the Over the
Counter Bulletin Board ("OTCBB").

     The Company's initial purpose for incorporation was to formally structure a
company that would  eventually be  transferred  to its current  management.  The
company was formed by an entity that  specializes in organizing new corporations
in the state of Nevada.  The initial  authorized common stock of the Company was
25,000,000 shares.

                                       3
<PAGE>

     The Company's first Director and Incorporator,  Thomas C. Rowley,  resigned
on March 1, 1999,  following  the  appointment  of Yarek Bartosz as Director and
President.  Bartosz  subsequently  resigned  on March 10,  1999,  following  the
appointment  of Joginder Brar  ("Brar"),  Jarek Zubik  ("Zubik") and Harjit Mand
("Mand") as directors. Brar and Zubik had purchased the company from Bartosz and
Rowley for $1,500.

     With the new Board of  Directors  in place,  our purpose for  incorporation
became the manufacturing of fence posts to be used by government parks,  highway
departments, ranchers and farmers.

     On March 10, 1999,  we initially  agreed to issue Brar and Zubic  1,500,000
shares each of our $0.001 par value common stock for  services.  The total value
of  the  services   rendered  was  $60,000.   The  services   rendered  included
administrative duties, board duties, contract negotiations,  financing services,
production   and   distribution   research,    shareholder   communication   and
organizational   duties   rendered  to  us  during  our  formation  and  initial
organization.  The  amount  of  shares  to be  issued  to Brar  and  Zubic  were
subsequently  reduced to 600,000  restricted shares each in order to satisfy the
requirements of individual investors contemplating an investment in our company.
On March 10, 1999, we issued a Private Placement  Memorandum,  promulgated under
Rule 504 of  Regulation  D  ("504"),  in order to raise an initial  $100,000  by
offering 2,000,000 shares at $.05 each. In addition,  the board elected to issue
a $.10 warrant to be attached to each share  convertible to restricted shares of
the  Company's  common  stock.  The  underlying  common  shares  are not  freely
tradable.

     The Board of Directors  called a special meeting on March 18, 1999,  during
which they  accepted the first  $19,000 of the 504 proceeds and  authorized  the
subsequent issuance of 380,000 shares in consideration thereof.

     On April 5, 1999, the Board of Directors  called a second special  meeting.
The board acknowledged the receipt of $70,800 in total proceeds to date from the
504,  and  authorized  the  subsequent   total  issue  (including  the  original
authorized  issuance of 380,000 shares on March 18, 1999) of 1,416,000 shares in
consideration thereof.

     In summary, we sold 1,416,000 shares under the Private Placement Memorandum
for which we received  total  proceeds of $70,800.  In addition,  Brar and Zubik
were issued 1,200,000 restricted shares for services rendered.  This brought our
total issued and outstanding shares to 2,616,000.

     Further,  we submitted  our initial Form D to the  Securities  and Exchange
Commission  ("SEC") on April 5, 1999,  reflecting  total sales of $25,000 at the
time the initial  filing was  prepared.  Subsequent  to the initial  filing,  we
received the balance of $45,800,  bringing  our total raised to $70,800.  We are
currently in the process of filing our amended Form D to reflect the total sales
of $70,800.

                                       4
<PAGE>

     The Board of Directors  held its first  regular  board meeting on April 11,
1999.

     Subsequent to that meeting,  the Board of Directors  held three  additional
special  meetings on May 28, 1999,  July 9, 1999 and  September 6, 1999,  during
which business and financial consultants were retained by the Company, resulting
in rapid  development  of the Company's  business plan and initiation of several
required  government  filings,  including this 10SB12G.  In early December,  Leo
Moisio,  an expert in the wood industry joined the Company as  Vice-President in
charge of Production.

     On December 16, 1999, we changed our name to Arbor, Inc.

     We are  scheduled  to  begin  field  operations  approximately  two  months
following our successful listing as a public company on the OTCBB.

Business of Issuer

     We will be in the business of manufacturing, selling and distributing fence
posts throughout North America.  Our principal  product will be the wooden fence
post,  used primarily by government  parks,  highway  departments,  ranchers and
farmers.  After contacting many fence post  distributors,  farmers and ranchers,
and then  tabulating  that data, we have  concluded that there is a solid demand
for wooden fence posts,  especially for the purpose of confining and restricting
the movement of both domestic and wild animals.  According to international wood
fencing  distributors  in the Alberta and  Saskatchewan  provinces,  a demand is
being created for fencing to separate the farming from the ranching  operations,
due in part to the  current  trend  of  farmers  branching  out  into  livestock
management in the local Alberta region.

     Large  sawmills can provide  timber at greatly  reduced  rates by providing
what they consider "waste  material" that is quite often discarded by burning or
burying. The timber they destroy, which is comprised of the top 20 to 30 feet of
a tree, are perfect for the  production of 3" to 4" posts.  The Company will set
up field  operations  directly in the forest  where the  sawmills  are  located,
thereby reducing  transportation  costs by processing directly on site. Finished
products will then be shipped directly to buyers.

     In addition,  forests which  primarily  contain raw material timber for the
small posts are the most plentiful types. Our operation  requires small diameter
timber,  while the sawmill is looking to purchase large  diameter  timber and is
not interested in forests with small diameter timber.

     We have  contacted  several real estate  agencies and have located  several
forest  properties  for sale at  prices  ranging  from $250 to $350 per acre for
approximately  1500 acres. One acre will produce 60 to 90 cubic meters of timber
out of which 30% will be large  diameter  timber  sawmill  grade and 70% will be
suitable material for our operations.  We have also contacted the government and
there are several  properties  available for timber  harvest from the government
owned  land on a lease  basis.  This  exercise  was  done to  evaluate  the most
economical  method for production  available  utilizing the different sources of
raw material timber supply.

                                       5
<PAGE>

     Our Board of Directors  have decided that for the first 12-24  months,  the
most  suitable  operation  for the company will be to purchase the treetops from
sawmills  as this type of  operation  is the most  economical  and also the most
simple  operation  for a  company  like ours  that is just  beginning  its field
operations.

     When the company gains experience and develops a strong fiscal  foundation,
then we will be extending our operations to harvesting the forests,  either from
private forests which we will be purchasing or from leased  government  forests.
While the  ultimate  production  costs are  about  the same on  private  land as
utilizing  leased  government  land,  the  administrative  process  is far  less
cumbersome on private land. Furthermore,  on government land we will have to pay
for reforestation and timber dues as compared to private land where we will have
the one time expense of the purchase price.  After we have completed  harvesting
on private  land we can  reforest  the land and keep it in our  inventory  as an
asset with future  forest to be  harvested  or sold as grazing land to a rancher
for approximately 50% of the original cost.

     Initially  we will rely  solely  on large  sawmills,  including  Vanderwell
Sawmill  in Slave  Lake,  Alberta  to provide  the raw  material  timber for our
manufacturing  operation  during  the  first  3  stages  of our  operations.  In
addition,  other  sawmills in Alberta,  including  MillWestern  in Atabaska  and
Bluerich Lumber have expressed  interest to sell us their treetops,  and we will
be using them for our stage 4 and 5 operations.

     In the event the sawmills cannot supply the necessary raw material treetops
in the future, we will set up operating  facilities on leased government land to
manufacture  and finish  our  product  line.  We will  obtain all the  necessary
permits and other  permission from the government in order to be able to harvest
on government owned land.

     Logging  operations are normally  conducted by the logging company hired to
do actual  cutting,  which is  priced  out at $11 per  cubic  meter of  material
removed from the property.  We will need to obtain a commercial timber permit to
work on government  owned land.  All of the permits are governed by the Canadian
Forest Act,  Operating Ground Rules,  Timber Harvest Planning and the Commercial
Timber  Permit  Section  22 of  the  Forest  Act  and  Section  37-41  of  those
regulations  authorizing a person to cut down timber. The cost of complying with
government  regulations  are  primarily  reforestation  costs of $8.62 per cubic
meter and timber  dues at $0.18 to $0.98 per cubic  meter paid  directly  to the
government for each cubic meter removed from the land.  The  permitting  process
will take approximately 30 days.

     Nonetheless,  we  will  continue  to  purchase  our own  material  treetops
directly from the large sawmills until it becomes  economically  feasible for us
to begin our own logging operations.

                                       6
<PAGE>

The Production Process

     The production  process will begin  approximately  two months following our
successful  listing  as a public  company on the OTCBB and is made up of six
distinctive  parts,  beginning with  Pre-Production  and continuing through five
stages  that  encompass  a period of two years.  During the initial two years of
operations,  we will purchase raw materials directly from the large sawmills in
the Slave Lake region.  We will obtain all the  necessary  permits to be able to
harvest  in the event for any  reason  we would be  unable to  purchase  our raw
materials  from the sawmills.  Because  we will not  initially  be  harvesting
timber,  the permit  process  will be minimal  and will be in place prior to our
beginning field operations. Once we are ready to begin harvesting, any
additional permitting processes will take approximately 30 days.

     At this time we do not have any  written  agreements  with  area  sawmills.
However, we do have verbal understandings with several sawmills and distributors
for  supplying  us with raw  materials  and  purchasing  our  finished  product.
Specifically,  we have an  understanding  with  Greentree  Fencing  Supplies and
Sunpine  Forest  Products.  Greentree has told us that their  expanding  markets
would  consume  an influx of well into six  figures  of an  acceptable  product.
Quantities are of course subject to quality.  To that extent, they have supplied
us with price  lists.  Sunpine has stated that we are to notify them once we are
in production  and at that time they will submit their initial  orders.  We have
chosen not to enter into any written  agreements at this time because of certain
inherit obligations,  including our ability to deliver finish goods to Greentree
and Sunpine on a timely  basis,  (the failure of which would result in us losing
them as a buyer of our  product  line);  that would  exist until such time as we
have secured the necessary financing to fulfill those obligations. At this time,
our budget calls for approximately  $95,000 in order to begin production.  While
the  availability  of raw material and the  subsequent  purchase of the finished
product  cannot be  guaranteed  until we enter into the  aforementioned  written
agreements, there is no indication that we can determine which would prohibit us
from entering into favorable  written  agreements once our financing is secured.
In the event that the sawmills  would cease  operation and therefore not be in a
position to supply us with the  necessary raw  materials,  we would then utilize
other  methods for acquiring raw  materials,  including  obtaining raw materials
from government or private  forests,  and, in the unlikely event that the market
for fence posts  collapses,  this could have an adverse  effect on us that could
result in reduced operating profits and, in a worse case scenario,  make it very
difficult for us to stay in business under our current business model.

     Logging permits are usually obtained by the logging company hired to do the
actual  cutting.  We will need to obtain a commercial  timber  permit to work on
government  owned  land.  All permits  issued are covered by the Alberta  Timber
Harvest  Planning and  Operating  Ground Rules and Section's 22 and 37-41 of the
Alberta Environmental Protection Forest Act

                                       7
<PAGE>

     The key factors in the physical  production  process are the  equipment and
the skill of the loader  operators,  post peeler  operators  and  cutters.  Each
wooden  fence post is made the same way.  Initially,  the wood will be  acquired
from sawmills.  At this point the logs have been cut to eight-foot  lengths with
different  diameters,  the most common  being 3" to 4" and 5" to 6". The "poles"
are then placed on the post peeler,  which acts like an electric sharpener,  and
the fence post takes its final  shape.  Once  completed,  the posts are put on a
stacker.  When the  stacker is full,  it is tied and a loader  moves the stacker
aside,  replacing it with an empty stacker. The loaders then move the tied posts
to the loading  area,  where the posts are loaded on a truck for delivery to the
buyers.

     The first 12 months of production, which will encompass Stage's 1, 2 and 3,
will be set up in the forest in and around Slave Lake, Alberta, where we will be
purchasing wood (tree tops) from  Vanderwell,  LTD, a large sawmill in the area.
They inform us that they can provide  approximately 25,000 cubic meters per year
at a cost to us of $5.59 per cubic meter.  Our initial  requirement will be 1080
cubic meters per month per one post peeler. The initial amount of wood available
to us will be enough to  support  two post  peelers  for 12 months  and  beyond.
During our pre-production phase we will be finalizing a contract with Vanderwell
to supply the raw material  timber.  We will not need to work on government land
initially, as we will be operating at the sawmill site. Therefore, there will be
no need to obtain any permits or other  permission  from the  government  except
workman's  compensation  insurance,  employment  insurance and Canadian  Pension
Plan.

     During  the  pre-production   phase,  we  will  be  acquiring  our  initial
equipment,  including the post peeler, jenset, loader and chainsaws.  During the
initial  set-up,  we will need to finalize our agreements with the buyers of our
finished  product,  the sawmills  that supply the treetops;  create a production
yard,  hire  electricians on a temporary basis to connect the post peeler to the
jenset and to connect  lights in the yard,  hire our labor  force and set up our
field  office.  We will  also need to  arrange  agreements  with the  government
concerning  workman  compensation  insurance,   employment  insurance,  Canadian
pension plan and obtain equipment insurance,  set up accounting  policies,  fuel
supply, and spare parts supplies for our equipment. We will also need to arrange
for the removal of the chips and sawdust from our yard, which is usually sold to
paper mills equal to the cost of  transporting  it, and make  arrangements  with
mechanics and electricians on an as needed basis in case of equipment failure.

Stage 1 of the  Production  Process will involve the use of one post peeler that
will produce  56,160  fence posts per month.  There are a number of factors that
will  determine the exact amount of fence posts that can be produced,  including
weather,  equipment  down  time and  labor  down  time.  One hour of  continuous
production at 50% capacity  during Stage 1 will produce 240 3" to 4" by 8' fence
posts.  At 9 hours per day, 26 days per month,  the  Company can produce  56,160
fence posts per month, allowing for normal delays and unforeseen  stoppages.  In
determining  monthly  production at all stages,  we have  discounted  50% of the
operating time and assigned 25% down time for labor, 20% down time for equipment
repair and 5% down time for  extreme  weather.  Revenue,  operating  and profits
figures  are  calculated  on 50% down time or 56,160  3"-4"x8'  fence  posts per
month.

                                       8
<PAGE>

     The labor  need  during  Stage 1 is one  supervisor,  who also  serves as a
loader  operator,  two post  peeler  operators,  one  general  helper  and three
dedicated cutters. We will need to acquire 41.5 cubic meters of wood per day and
provide fuel for the post peeler and jenset, loader and chainsaws.  In addition,
we  will  need  to  maintain  the  equipment,  clean  up the  yard  and  arrange
transportation  of the  finished  product to the buyer.  It takes eight hours to
load,  transport  the product and unload at buyer  location.  Each load can hold
approximately 3400 3"-4"x8' fence posts. It will take a minimum of 17 loads per
month to transport the finished goods to the buyer.

     In order to  increase  production  during  Stage 2, we will need to acquire
additional  equipment and expand our crew.  We will acquire an  additional  post
peeler,  loader, jenset and several chainsaws.  We will need to provide fuel and
transportation.

     Stage 2 of the Production  Process will involve the use of two post peelers
that will produce 112,320 3"-4"x8' fence posts per month. One hour of continuous
production  at 50% capacity  during Stage 2 will produce 480 3" to 4" by 8 fence
posts.  At 9 hours per day, 26 days per month,  we can produce 112,320 posts per
month.

     The basic labor needed during Stage 2 is one supervisor, who also serves as
a loader operator, one additional loader operator, four post peeler operators, 2
general  helper  cutter and six  dedicated  cutters.  We will need to acquire 83
cubic  meters of wood per day.  It will take a minimum  of 34 loads per month to
transport the finished goods to the buyer.

     Stage 3 of the Production  Process will involve the use of two post peelers
that  will  produce  112,320  fence  posts  per  month.  One hour of  continuous
production  at 50%  capacity  during  Stage 3 will produce 480 3" -4" x 8' fence
posts.  At 9 hours per day, 26 days per month,  we can produce 112,320 3"- 4"x8'
fence posts per month.

     The labor  need  during  Stage 3 is one  supervisor,  who also  serves as a
loader operator, one additional loader operator,  four post peeler operators and
one general helper. We will need 83 cubic meters of wood per day. It will take a
minimum of 34 loads per month to transport the finished goods to the buyer.

     The  onset of  Stage 4,  will see a  dramatic  increase  in our  production
capabilities.  We will acquire an  additional 20  chainsaws,  2 post peelers,  2
loaders  and 2  jensets.  These  additions  of new  equipment  will  double  the
production output.

     Stage 4 of the Production Process will involve the use of four post peelers
that  will  produce  224,640  fence  posts  per  month.  One hour of  continuous
production at 50% capacity  during Stage 4 will produce 1920 3" to 4" by 8 fence
posts.  At 9 hours per day, 26 days per month,  we can produce 224,640 3"- 4"x8'
fence posts per month.

                                       9
<PAGE>

     The labor need during  Stage 4 is one  supervisor,  four loader  operators,
eight post peeler  operators,  4 general  helper  cutters  and twelve  dedicated
cutters.  We will need to acquire 166 cubic meters of wood per day. It will take
a minimum of 68 loads per month to transport the finished goods to the buyer.

     Stage 5  production  will  involve the use of four post  peelers  that will
produce 224,640 fence posts per month. One hour of continuous production at 100%
capacity  during Stage 5 will produce 1920 3" to 4" by 8 fence posts. At 9 hours
per day, 26 days per month, we can produce 224,640 posts per month.

     The labor need during Stage 5 is one  supervisor,  four  additional  loader
operators,  eight post peeler operators and 4 general helpers.  We will need 166
cubic  meters of wood per day.  It will take a minimum  of 68 loads per month to
transport the finished goods to the buyer.

Marketing Strategy

     Our  marketing  strategy  is to build a solid  base  initially  with  major
wholesalers who have existing  distribution  channels and a significant customer
base in place in Canada. Once that market is secured, we will focus on supplying
our product  line to large  distributors  in the U.S.  who  distribute  to State
Parks, Highway Departments, Ranchers and Farmers.

     To penetrate these markets,  we will rely on several  marketing  techniques
including direct executive  sales,  direct mail,  repeat business from satisfied
customers, advertising and promotion and industry specific public relations.

     During our first twelve months of field operations, we will sell all of our
fence   products  to  Green  Tree  Fencing   Supplies  Ltd.  in  Prince  Albert,
Saskatchewan. They are an established major wholesaler with a selling history of
more  then 20 years and a volume of more  then  5,000,000  fence  post per year.
After we  establish  a strong  base and  relationship  with Green Tree and other
wholesalers  in the future,  we will try to expand to U.S.  markets  when and if
market conditions permit.  However, we have to be cautious with expansion to the
U.S. market because Green Tree and others in our area also have a strong base in
the U.S. If we decide to market our product  line in the U.S.,  we would  become
direct competitors rather than a supplier to those companies.

     At present, we do not have any written agreements with Green Tree. However,
we have had several  discussions  with Green Tree and they have  indicated to us
that they would be interested in purchasing our production output providing that
we  meet  their  quality  standards.   All  other  details,   including  pricing
arrangements,  will be made once we enter into a formal  written  agreement.  It
should also be noted that we have been in discussions  with Green Tree since our
inception  and that the only item  prohibiting  us from  entering into a written
agreement is our ability to secure the necessary financing.

                                       10
<PAGE>

Sales Strategy

     The  Company's  sales and  marketing  are  conducted  through its  Calgary,
Alberta headquarters.

     The  business  of the Company is  straightforward:  the  manufacturing  and
distribution  of wooden  fence  posts.  The  Company's  sales  strategy  is also
straightforward:  build a solid, consistent product that is delivered as ordered
and on time.  As  government  regulations  and the demand for wooden fence posts
fluctuate,  it is  important  that the Company  build a  reputation  as a steady
supplier of wooden fence posts. Personal  relationships play a key role as trust
is  developed  between  buyer  and  seller.   The  Company  will  build  on  its
relationship  with these key buyers as it implements  its marketing  strategy to
steadily increase its sales.

Distribution Methods for Products and Services

     The  Company's  product  line is  distributed  by truck  directly  from the
in-field  forest location to the buyer.  Each truckload can carry  approximately
3400 3"-4"x8' finished fence posts.

     During our first year of  operations,  we will be selling  all of the fence
posts to Green Tree  Fencing  Supplies  LTD.  Their prices will be free on board
("F.O.B.") our yard, Slave Lake, Alberta.  Initially,  we will not have the need
for trucks as Green Tree will  utilize  their own trucks to pick up the finished
product at our location.  However, in the event we develop markets elsewhere, we
will  contract  trucks as needed.  We have already  contacted  several  trucking
companies  in the area,  with all  providing  approximately  the same  estimates
averaging $59 per hour.  However,  we have no plans at the present time to lease
or purchase trucks.

Growth Strategy

     We plan to  commence  production  approximately  two months  following  our
successful  listing as a public  company  on the OTCBB with one post  peeler and
production  in excess of 56,000 3"-4" x 8 fence posts per month during the first
stage of the operation.  After two years,  we plan to have 4 post peelers on the
production  line. As we add post peelers to our  operation,  our gross  revenues
will increase while our operating expenses will begin to level off, resulting in
steady growth.

     The  initial  growth  strategy  for the  Company  calls for five  stages of
development  during the first two years of operation.  Stage 1 of the Production
Process  will  involve  the use of one post  peeler  that  will  produce  56,160
3"-4"x8' fence posts per month.

     In order to increase  production  during  Stage 2, the Company will need to
acquire  additional  equipment  and expand its crew.  Stage 2 of the  Production
Process  will  involve the use of two post  peelers  that will  produce  112,320
3"-4"x8' fence posts per month.

                                       11
<PAGE>

     Stage 3 of the Production  Process will involve the use of two post peelers
that will produce 112,320  3"-4"x8' fence posts per month.  The onset of Stage 4
will see a dramatic increase in the Company's production  capabilities.  Stage 4
of the  Production  Process  will involve the use of four post peelers that will
produce 224,640 3"-4"x8' fence posts per month.

     Stage 5  production  will  involve the use of four post  peelers  that will
produce 224,640 3"-4"x8' fence posts per month.

     Once we completes  our initial  growth  strategy,  we will  concentrate  on
expanding our distribution  capabilities through the leasing of government lands
and eventually the purchase of private  forests.  This will allow us to sell all
of the  timber  harvested,  thereby  greatly  enhancing  the total  revenue  and
ultimate  profitability of the Company. On each tree that is logged, seventy per
cent is used for fencing  while the  remaining  thirty per cent is used for high
grade saw mill product. Once we are harvesting our own trees, we will be able to
sell the thirty per cent high-grade portion of each tree.

New Products and Services

     The process of  manufacturing  wooden fence posts has remained the same for
quite some time.  However,  the source of the basic wood product from  suppliers
such as sawmills could change in the future as foreign mills begin to outsource
their product internationally.

Competitive Business Conditions

     Competition in the Company's market segment is primarily based on price and
quality, and to a lesser extent, the ability to meet delivery  requirements on a
consistent long-term basis and to provide specialized customer service.

     The Company competes in North American lumber markets, primarily with other
companies  in the  United  States,  Canada  and  Europe.  Many of the  Company's
competitors have  substantially  greater financial and operating  resources than
the Company.  In addition,  wood products are subject to increasing  competition
from a variety of substitutes, including non-wood and engineered wood products.

     Initially, by supplying our product to major wholesalers,  the Company will
have no  direct  competition  since the  "competition"  is also the buyer of our
product.  Because we are supplying our product at a discounted  rate, it is more
feasible for the  wholesaler  to purchase  directly from us rather than bear the
cost of production themselves. Once the Company develops and markets its product
line and has achieved  financial  stability,  the possibility will exist to sell
the  product  directly  to the  United  States,  thereby  limiting  the need for
resellers of the product.

     During our initial twelve months of field  operations,  we plan to sell all
of our fence  products  to Green  Tree.  As stated  earlier,  Green Tree is well
established  with a large  selling  base in the  U.S.  with  more  then 20 years
selling  experience and volume in excess of 5,000,000 fence posts per year. When
we  develop  our own  market  in the  U.S.,  we will  have to make sure that our
markets  in the US are large and on a solid  basis,  as our  potential  Canadian
wholesalers  most likely will not renew any purchase orders in place that we may
have at that time once they realize we are  competing  directly with them in the
U.S..

                                       12
<PAGE>

Sources and Availability of Raw Materials

     The primary  source of raw  material  for next 2 years for our product line
are primarily private-sawmill treetops. In the past, sawmills have traditionally
discarded  treetops as waste.  However,  these  treetops make good quality fence
posts. By acquiring the treetops from the sawmills,  we preclude having to lease
government  lands for logging.  At the same time we save the sawmill the step of
having to discard the treetop. As an alternative source of raw materials, we can
lease  government  owned  forestland.  At the present  time we have no leases or
purchases of privately owned or government  land. We have discussed in principle
with several sawmill  operations the opportunity to purchase their tree top with
positive results, and have verbal assurances from them that they will be signing
contracts with us as soon as we are ready to commence production.

Customer Dependence

     We will rely on two companies,  Greentree  Fencing Supply in Sakatchwan and
Sunpine Forest Products in Alberta, for the majority of our initial sales during
the first two  years.  As we grow,  we will  become  less  dependent  on any one
company.

     During our first year, we currently  plan to sell all of our  production to
Green Tree. Once we exceed Green Tree's ability to handle our production output,
which we expect to occur  after the first  year,  we plan to begin  selling  our
excess  production  to  Sunpine.  As with  Green  Tree,  we have  had  extensive
discussions with Sunpine since our inception.

Intellectual Properties

     The  Company's   production   process  does  not  currently   rely  on  any
intellectual  properties.  The  Company  utilizes  existing  equipment  that  it
purchases in the marketplace.

Government Approval of Products and Services

     We will have to comply with all of the Forest Act Environmental  Laws as we
fully  implement our business  model.  The exact  compliance  issues,  including
logging,  road building,  fire hazards,  fuel handling and  reforestation,  will
depend  upon our exact  activities  at any given time.

     In  addition,  to the extent  that we might  become  directly  involved  in
logging  at  some  point  in the  future,  we  will  be  required  to  abide  by
reforestation  guidelines  established by the Canadian government at the time we
would commence logging  operations.  We would need a commercial timber permit to
work on  government  owned land.  All the  permits  are  governed by Forest Act,
Operating Ground Rules, Timber Harvest Planning Commercial timber permit Section
22 of the Forest Act and Section 37-41 of those regulations authorizing a person
to cut  crown  timber.  However,  at the  present  time we have no  plans  to be
involved in logging,  as we will be purchasing our raw material  timber directly
from the sawmill.

                                       13
<PAGE>

Effects of Government Regulations on Business

     The  Cost  of  complying   with   government   regulations   is  primarily
reforestation  costs at $8.62 per cubic  meter and timber dues at $0.18 to $0.98
cubic meter paid  directly to  government  for each cubic meter removed from the
land.

Research and Development

     The Company has not been  involved in any direct  research and  development
activities. During the normal course of business, the Company may develop new or
improved log cutting, production or transportation methods.

Compliance with Environmental Laws

     Currently the Company will be conducting its  operations  solely in Canada.
The activities of the Company are subject to various Canadian environmental laws
and regulations that impose  limitations on the discharge of pollutants into the
air and water,  establish  standards for the treatment,  storage and disposal of
solid and  hazardous  waste,  and govern the discharge of runoff storm water and
wastewater.  The  Company is and will  remain in  compliance  with such laws and
regulations.

During  our first 12 months of field  operations,  we will be  regulated  by our
pending agreement with the sawmill for using approximately two acres of adjacent
forestland.  Our cost for clean up of the yard will run approximately  $1340 per
month. The clean up activities  include disposal of wood chips,  sawdust and any
other  materials  that have to be  removed  from the work  area.  If and when we
decide to run operations on government  forestland,  we will have to comply with
Forest Act  environmental  laws. At present,  the cost of reforestation is $8.62
per cubic meter, paid directly to the government for each cubic meter of forest
removed from their land.  Timber dues run from  $0.18-$0.98 per cubic meter. The
exact costs depend on the forest location and type of timber harvested.

Employees

     The Company will begin its operation with seven full time employees. As the
Company progresses through the different stages of its production  process,  the
number of full time employees will increase to 29 in stage 4.

                                       14
<PAGE>

ITEM  2.     DESCRIPTION  OF  PROPERTY

Principal Offices

     Our principal  offices are located at 28 Lavalencia  Garden,  N.E. Calgary,
AB. T1Y 6P4.  Our  current  office  space of  approximately  200  square  feet
is provided to us at no charge by our President. Once we begin field operations,
we will establish a small office for administrative tasks.

Field Offices

     The field operations will be situated in Northern Alberta  (Edmonton area).
The exact location of these field offices will vary depending upon where ongoing
operations are being conducted.  Our initial field office will be at the sawmill
site in Alberta. The exact size and cost has not yet been determined.

ITEM  3.     LEGAL  PROCEEDINGS

The  Company  had  no  legal  proceedings  in  2000  and  none  are  pending.


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

No matter was submitted to a shareholder vote during the fourth quarter of the
2000 fiscal year.

PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDERS  MATTERS.

General

     There has not been a public trading  market for the Company's  common stock
since the Company's inception,  nor is there any assurance that a trading market
for the common stock will be established in the future.  The Company has applied
to be traded on the Over The Counter Bulletin Board ("OTCBB"), a process that is
currently underway.  There can be no assurance that the Company will be approved
and if it is approved that any trading market will develop for its securities.

     The Company has never declared a dividend on its Common Stock.  The Company
has not paid,  nor  declared,  any  dividends  since its  inception and does not
intend to declare any such dividends in the  foreseeable  future.  The Company's
ability to pay dividends is subject to limitations  imposed by Nevada law. Under
Nevada law,  dividends may be paid to the extent that the  corporation's  assets
exceed its liabilities and it is able to pay its debts as they become due in the
usual course of business.

                                       15
<PAGE>

Recent Sales of Unregistered Securities.

Date, Title, and Amount Sold

     As of December 31, 2000, the Company had 2,616,000  shares of its $.001 par
value common stock issued and outstanding of which 1,200,000  shares were issued
in transactions  exempt by reason of Section 4(2) of the Securities Act of 1933,
as amended,  and 1,416,000 shares were issued in transactions  exempt by reasons
of  Rule  504 of  Regulation  D  promulgated  pursuant  to  Section  3(b) of the
Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
Date              Class             Shares              Price           Conside    Issued  Status
                                                                        ration     To:
<S>                 <C>               <C>               <C>              <C>        <C>        <C>
4/5/99            Common            1,200,000            0.05            Svcs      Brar,      144
                                                                                   Zubic
4/5/99            Common            140,000             .05             Cash       Krizala    504
4/5/99            Common            180,000             .05             Cash       Libal      504
4/5/99            Common            60,000              .05             Cash       Fiala      504
4/5/99            Common            67,000              .05             Cash       Sangha     504
4/5/99            Common            67,000              .05             Cash       Gill       504
4/5/99            Common            67,000              .05             Cash       Dhillon    504
4/5/99            Common            67,000              .05             Cash       Minhas     504
4/5/99            Common            67,000              .05             Cash       Gill       504
4/5/99            Common            67,000              .05             Cash       Sangha     504
4/5/99            Common            67,000              .05             Cash       Sangha     504
4/5/99            Common            67,000              .05             Cash       Dhillon    504
4/5/99            Common            67,000              .05             Cash       Mangat     504
4/5/99            Common            67,000              .05             Cash       Sidhu      504
4/5/99            Common            67,000              .05             Cash       Minhas     504
4/5/99            Common            20,000              .05             Cash       Cech       504
4/5/99            Common            40,000              .05             Cash       Khan       504
4/5/99            Common            40,000              .05             Cash       Minhas     504
4/5/99            Common            40,000              .05             Cash       Mithani    504
4/5/99            Common            40,000              .05             Cash       Kanji      504
4/5/99            Common            4,000               .05             Cash       McDonald   504
4/5/99            Common            8,000               .05             Cash       Kanji      504
4/5/99            Common            6,000               .05             Cash       Dhaliwal   504
4/5/99            Common            4,000               .05             Cash       Scriver    504
4/5/99            Common            4,000               .05             Cash       Scriver    504
4/5/99            Common            4,000               .05             Cash       Scriver    504
4/5/99            Common            4,000               .05             Cash       Kaur       504
4/5/99            Common            4,000               .05             Cash       Mangat     504
4/5/99            Common            4,000               .05             Cash       Mangat     504
4/5/99            Common            4,000               .05             Cash       Randha     504
4/5/99            Common            4,000               .05             Cash       Sandhu     504
4/5/99            Common            2,000               .05             Cash       Kidwai     504
4/5/99            Common            2,000               .05             Cash       Cole       504
4/5/99            Common            2,000               .05             Cash       Gill       504
4/5/99            Common            2,000               .05             Cash       Dhalla     504
4/5/99            Common            2,000               .05             Cash       Hasham     504
4/5/99            Common            2,000               .05             Cash       Mithani    504
4/5/99            Common            2,000               .05             Cash       Mithani    504
4/5/99            Common            2,000               .05             Cash       Mithani    504
4/5/99            Common            2,000               .05             Cash       Common     504
4/5/99            Common            2,000               .05             Cash       Djakovic   504
4/5/99            Common            2,000               .05             Cash       Husarik    504
4/5/99            Common            2,000               .05             Cash       Lodomez    504
4/5/99            Common            31,000              .05             Cash       Parmar     504
4/5/99            Common            8,000               .05             Cash       Sallh      504
4/5/99            Common            6,000               .05             Cash       Fernandes  504
---------------- ----------------- ------------------- --------------  ----------- --------- ----
</TABLE>

                                       16
<PAGE>

     On April 5, 1999,  the Company  issued to 45  individuals  and  entities an
aggregate  1,416,000 shares of its $.001 par value common stock at $0.05 each by
virtue of Rule 504 of Regulation D  promulgated  pursuant to Section 3(b) of the
Securities  Act of 1933,  as amended,  for a total  consideration  of $70,800 in
cash. Of the 1,416,000  shares issued,  1,416,000 shares were free trading and 0
were restricted.  In addition,  there were 1,416,000 warrants that were attached
to the common  shares sold during the offering  with an exercise  price of $0.10
per share. None of the warrants have been exercised.

     The  shares  issued to Brar and  Zubik on April 5,  1999 were for  services
valued at $60,000 that included  administrative  duties, board duties,  contract
negotiations,   financing  services,   production  and  distribution   research,
shareholder communication and organizational duties.


     The Company's Board of Directors  determines any payment of dividends.  The
Board of Directors does not expect to authorize the payment of cash dividends in
the  foreseeable  future.  Any future  decision  with respect to dividends  will
depend on future earnings,  operations,  capital  requirements and availability,
restrictions in future  financing  agreements,  and other business and financial
considerations.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION
AND RESULTS  OF  OPERATIONS

Plan  of  Operations
--------------------

     During  the  next  two  years,  our  Plan of  Operation  is to focus on the
manufacturing  of fence posts in the  Canadian  province of Alberta.  We plan to
sell our product line to distributors who traditionally  sell wooden fence posts
utilized  by  government  parks,  highway  departments,   ranchers  and  farmers
throughout North America.

     We plan to implement our  manufacturing  process in five  distinct  stages,
taking into consideration our ability to fund each stage of production, our cash
flow and the subsequent  need to raise cash. We have already  secured  financing
for  the  pre-production  study  and  listing  costs  and  have  secured  verbal
commitments from existing  shareholders for Stage 1 cash  requirements once they
exercise  their  warrants.  Based on our  current  production  schedule  and the
availability of raw material timber in the Alberta area, revenues generated from
operations  during  the next two years  should be  sufficient  to fund  Stages 2
through 5.

                                       17
<PAGE>

Cash Flow and The Need To Raise Cash

     We believe, and our auditor concurs,  that there is substantial doubt about
our  ability  to  continue  as a going  concern.  Therefore,  unless we  receive
additional  capital, we will not be able to implement our business plan and will
have to close down our business.  Notwithstanding  the  foregoing,  our existing
shareholders  have verbally  committed to exercise  their warrants once we are a
fully  reporting,  publicly  traded  company.  In the  event  the  warrants  are
exercised,  this would give us the necessary additional capital to continue.  If
our existing shareholders do not exercise their warrants,  and if we were unable
to secure financing from any other source,  we would be forced to close down. If
this was to occur, any prior investment into our company would be worthless.

     As of April 5, 1999, we had raised $70,800. These funds have been allocated
for production studies, listing costs,  prospectus,  consulting fees, attorneys,
accounting and all other  expenses  including  telephone and travel.  We believe
that $70,800 is  sufficient  to proceed  with our initial  plans and there is no
immediate need to further dilute  existing  shareholders  by raising  additional
funds at this time in part due to the  issuance of warrants to our  shareholders
who in turn have verbally  committed to exercising those warrants once we become
a fully reporting, publicly traded company. This will result in additional funds
of $141,600 coming into our treasury.  Our current cash requirement to implement
production and begin Stage 1 is $97,902.  Once production is initiated,  we will
have a cash reserve of $43,698 in our field operating account.

     Our cash flow plans call for five  separate  stages of  development  in the
production process following pre- production.

     Pre-production expenses include the purchase of all equipment,  development
of  the  yard,  salaries,  reserves,  gasoline  for  equipment,  cash  reserves,
government fees and any other expenses.

     Stage 1 will require  approximately  $37,500 in cash per month,  which will
cover  labor  costs,   government   fees,   wood,   fuel,   repair,   clean  up,
transportation,  insurance and general  administrative  costs.  This stage could
produce gross  revenues of  approximately  $70,690 per month.  Stage 1 will last
approximately  five months.  During this period, we hope to generate $165,950 in
net operating  income. We will purchase our equipment for a total expenditure of
$55,944.

     Existing cash flow  forecasts have already been  discounted  fifty per cent
(50%) from what we  actually  expect to  produce.  Uncertainties  include  labor
downtime, equipment repair and weather related downtime. We believe that we have
taken a very  conservative  approach by reducing  expected amounts as indicated.
However,  there are other  factors  that could  further  reduce or increase  our
results  including  the price of fuel and the gross  revenues  received  for our
product.  As the prices for these and other items are constantly  changing,  the
expected amounts are based on current pricing.

                                       18
<PAGE>

     The second stage of production will require  approximately  $75,000 in cash
per month to sustain field operations. This stage could produce gross revenue of
approximately $141,381 per month.

     During Stage 3 the Company will have two post  peelers in  operation.  Cash
requirements during this period are approximately  $75,000 per month. This stage
could produce gross revenue of approximately $141,381 per month.

     We hope to realize  $531,048  in net  operating  income for the eight month
period  that  encompasses  Stage's  2 and 3. At the end of  Stage  3, we plan to
purchase additional equipment, which is expected to cost $282,517.

     Stage 4 will commence with the purchase of additional  equipment,  which we
believe will double our production capability. Monthly cash requirements will be
approximately  $150,874. This stage could produce gross revenue of approximately
$282,763 per month

     Stage 5 will  commence  with the  operation of four post  peelers.  Monthly
production  costs are  expected to average  $150,874.  This stage could  produce
gross revenue of approximately $282,763 per month.

In summary,  initial operations could generate $165,950 in net operating income.
From  these  earnings  we plan to  purchase  additional  equipment  at a cost of
$55,944, which could result in net income before tax of $110,006. Initial annual
operations could generate $959,918 in net operating income.  During that year we
plan to purchase additional equipment at a cost of $282,517,  which could result
in net income before tax of $677,401.  Field  Operations in the subsequent  year
could generate  $1,582,704 in net operating  income. In the event these expected
net income  results  materialize,  we plan to begin our own sawmill  operations.
Planning  for this  multi-million  dollar  endeavor  could  begin  after we have
concluded eighteen month of production.

     To  recap,  in order to begin  field  operations,  we have to  receive  the
additional $97,902 from the execution of warrants by our existing  shareholders.
In the event the warrants are not exercised, we will have to obtain funding from
another source. Failure to do so would have a material adverse effect on us.

Results  of  Operations
-----------------------

     We have not  generated  any revenues as of December 31, 2000.  As a result,
revenues for the twelve months ended  December 31, 2000 were $0,  compared to $0
for the twelve months ended December 31, 1999.

     Losses from  operations  for the twelve months ended December 31, 2000 were
$109,504  compared to $101,549 for the twelve  months  ended  December 31, 1999.
Because we are still in the development stage, the majority of our expenses were
incurred  during our  initial  formation  of the  Company and during our initial
planning phase.  Our expenses tend to be erratic in nature as we wait funding to
begin field operations.

                                       19
<PAGE>

     Once we  receive  our  funding,  our plan of  operation  is to focus on the
manufacturing  of fence posts in the  Canadian  province of Alberta.  We plan to
sell our product line to distributors who traditionally  sell wooden fence posts
utilized  by  government  parks,  highway  departments,   ranchers  and  farmers
throughout North America. We plan to implement our manufacturing process in five
distinct  stages,  taking into  consideration  our ability to fund each stage of
production, our cash flow and the subsequent need to raise cash. We have already
secured  financing  for the  pre-production  study  and  listing  costs and have
secured  verbal  commitments  from  existing   shareholders  for  Stage  1  cash
requirements once they exercise their warrants.  Based on our current production
schedule  and the  availability  of raw  material  timber in the  Alberta  area,
revenues  generated  from  operations  during  our  initial  two  years of field
operation should be sufficient to fund stages two through five.

Liquidity and Capital Resources

     As of December 31,  2000,  we have relied  solely on the proceeds  from the
private sale of our Common Stock as of April 5, 1999. This will be sufficient to
meet  our  liquidity   requirement  for  pre-production  study,  listing  costs,
prospectus,  consulting,  attorney and accounting  fees,  research and all other
expenses we may accrue during this period.  The additional  funds needed to meet
our  requirement  for initial  start up costs,  equipment  purchases and Stage 1
funding should be provided by proceeds from our warrants being  exercised.  This
could generate $141,600 in additional  funding.  Thereafter,  we will be able to
cover all necessary costs from revenues generated by ongoing operations.

     We believe, and our auditor concurs,  that there is substantial doubt about
our  ability  to  continue  as a going  concern.  Therefore,  unless we  receive
additional  capital, we will not be able to implement our business plan and will
have to close down our business.  Notwithstanding  the  foregoing,  our existing
shareholders  have verbally  committed to exercise  their warrants once we are a
fully  reporting,  publicly  traded  company.  In the  event  the  warrants  are
exercised,  this would give us the necessary additional capital to continue.  If
our existing shareholders do not exercise their warrants,  and if we were unable
to secure financing from any other source,  we would be forced to close down. If
this were to occur, any prior investment into our company would be worthless.

     As of  December  31,  2000,  we had raised  $70,800.  These funds have been
allocated for production studies,  listing costs,  prospectus,  consulting fees,
attorneys,  accounting and all other expenses including telephone and travel. We
believe that $70,800 is  sufficient  to proceed with our initial plans and there
is no  immediate  need  to  further  dilute  existing  shareholders  by  raising
additional  funds at this time in part due to the  issuance  of  warrants to our
shareholders  who in turn have verbally  committed to exercising  those warrants
once we become a fully reporting,  publicly traded company.  This will result in
additional  funds  of  $141,600  coming  into our  treasury.  Our  current  cash
requirement  to  implement  production  and  begin  Stage  1  is  $97,902.  Once
production  is  initiated,  we will have a cash  reserve of $43,698 in our field
operating account.

                                       20
<PAGE>

     The total assets of the Company at December  31, 2000 were $6,546  compared
to $21,296 at December  31, 1999.  The current  assets at December 31, 2000 were
$6,546 compared to current assets of $21,296 at December 31, 1999. We had $6,546
in  cash  assets  on  December  31,  2000.  Of  the  current  assets,  we had no
receivables, no inventory and no prepaid expenses. The decrease in the assets to
December  31, 2000 was made up  exclusively  of a decrease in our cash  account.
Current  liabilities  of the  Company  at  December  31,  2000 were  $3,581  and
long-term  liabilities  were $0.  These  amounts  were  more  than  the  current
liabilities of $0 and long-term liabilities of $0 at December 31, 1999.

     To  recap,  in order to begin  field  operations,  we have to  receive  the
additional $97,902 from the execution of warrants by our existing  shareholders.
In the event the warrants are not exercised, we will have to obtain funding from
another source. Failure to do so would have a material adverse effect on us.

ITEM  7.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA


     The audited financial statements of the Company and related Notes which are
included in this  filing have been  examined by  Braverman  and  Company,  P.C.,
Certified  Public  Accountants,  and have been so included in reliance  upon the
opinion of such  accountants  given upon their  authority as experts in auditing
and accounting.


                                   ARBOR, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                                December 31, 2000

                                TABLE OF CONTENTS


                                                                  PAGE

INDEPENDENT AUDITORS' REPORT                                       F-1

BALANCE SHEET                                                      F-2

STATEMENTS OF OPERATIONS                                           F-3

STATEMENTS OF STOCKHOLDERS' EQUITY                                 F-4

STATEMENTS OF CASH FLOWS                                           F-5

NOTES TO FINANCIAL STATEMENTS                                      F-6



                                       21
<PAGE>

 INDEPENDENT AUDITORS' REPORT

  To the Board of Directors and Stockholders
  Arbor, Inc.
  Calgary, Alberta, Canada

We have audited the accompanying balance sheet of Arbor, Inc. as of December 31,
2000, and the related statements of operations, changes in stockholders' equity,
and cash flows for the year then ended. The financial  statements of Arbor, Inc.
as of December 31, 1999, were audited by another auditor who subsequently  died,
and whose unqualified  report dated May 5, 2000 on those statements  included an
explanatory  paragraph that described the  substantial  doubt over the Company's
ability to  continue  as a going  concern as  discussed  in Note 1 to  financial
statements.  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 audit in  accordance  with U.S.  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Arbor, Inc. as of December 31,
2000,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with U.S. generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  is in the  development  stage  and has not  commenced
operations.  Its ability to continue as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital,  and/or  achieve  profitable
operations.  These  conditions  raise  substantial  doubt  about its  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of these uncertainties.


Braverman & Company, P.C.
Prescott, Arizona
March 3, 2001

                                       22
<PAGE>


                                   ARBOR, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                December 31, 2000




<TABLE>
<CAPTION>


                                     ASSETS
<S>                                                                          <C>
CURRENT ASSETS-Cash                                                  $     6,546
                                                                      ----------

                                                                     $     6,546
                                                                      ==========
                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                   $     2,581
  Officer advance                                                          1,000
                                                                      ----------
Total current liabilities                                                  3,581
                                                                      ----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, par value $.001, 25,000,000
  shares authorized, 2,616,000 issued and
  outstanding                                                              2,616
Paid-in capital                                                          128,184
Contributed capital                                                       83,218
(Deficit) accumulated during the development stage                      (211,053)
                                                                      ----------
        Total Stockholders' Equity                                         2,965
                                                                      ==========
                                                                     $     6,546
                                                                      ==========
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-2

                                       23
<PAGE>


                                   ARBOR, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                               Cummulative
                                                            From February 25,
                                                                 1999
                                                              (Inception)
                                                                   to
                                      Year Ended December 31,  December 31,
                                        2000         1999         2000
 <S>                                     <C>          <C>          <C>
 REVENUE                           $       -   $        -    $       -
                                   ---------   ----------   ----------
 EXPENSES
   General and adminstrative         109,504      101,549      211,053


  TOTAL EXPENSES                     109,504      101,549      211,053
                                   ---------   ----------   ----------
 NET (LOSS)                        $(109,504)   $(101,549)   $(211,053)
                                   =========   ==========   ==========
 NET (LOSS) PER COMMON SHARE-BASIC    $(0.04)      $(0.04)
                                   =========   ==========
 WEIGHTED AVERAGE NUMBER
 OF COMMON SHARES OUTSTANDING      2,616,000    2,616,000
                                   =========   ==========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-3

                                       24
<PAGE>



                                   ARBOR, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE PERIOD FROM FEBRUARY 25, 1999 (INCEPTION)
                              TO DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                                                                       (Deficit)
                                                                                      Accumulated
                                                                                       During the
                                          Common Stock         Paid-in   Contributed  Development
                                      Shares       Amount      Capital     Capital        Stage         Total
                                      -------------------     --------   -----------  -----------     ---------
<S>                                      <C>          <C>          <C>           <C>          <C>           <C>
Balances, at inception                     -   $        -   $        -   $         -  $         -    $        -
   Issuance of stock
    For services @ $.05 per share  1,200,000        1,200       58,800                                   60,000
    For cash @ $.05 per share      1,416,000        1,416       69,384                                   70,800
  Net (loss)                                                                             (109,504)     (109,504)
                                   ---------   ----------   ----------   -----------   ----------   -----------
Balances, December 31, 1999        2,616,000        2,616      128,184             -     (109,504)        21,296
  Contributed capital                                                         83,218                     83,218
  Net (loss)                                                                             (101,549)     (101,549)
                                   ---------   ----------   ----------   -----------   ----------   -----------
Balances, December 31, 2000        2,616,000   $    2,616   $  128,184   $    83,218  $  (211,053)  $     2,965
                                   =========   ==========   ==========   ===========   ==========   ===========
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-4

                                       25
<PAGE>




                                   ARBOR, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                           Cummulative
                                                                         From February 25,
                                                                              1999
                                                                           (Inception)
                                                                                to
                                                  Year Ended December 31,    December 31,
                                                     2000         1999          2000
<S>                                                  <C>          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net (loss) from operations             $(101,549)   $(109,504)    $(211,053)
         Contributed services                      83,218                     83,218
         Issuance of common stock for services                  60,000        60,000
         Increase (decrease) in cash
               resulting from changes in:
        Accounts payable                            3,581                      3,581
                                               ----------   ----------   -----------
        NET CASH USED BY  OPERATING ACTIVITIES    (14,750)     (49,504)      (64,254)
                                               ----------   ----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES                    -            -             -
                                               ----------   ----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from sale of common stock             -       70,800        70,800
                                               ----------   ----------   -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES       -       70,800        70,800
                                               ----------   ----------   -----------
        NET INCREASE IN CASH                      (14,750)      21,296         6,546

        CASH, BEGINNING OF PERIOD                  21,296          108             -
                                               ----------   ----------   -----------
        CASH, END OF PERIOD                    $    6,546   $   21,404   $     6,546
                                               ==========   ==========   ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                      F-5


                                       26
<PAGE>



                                   ARBOR, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

     Arbor,  Inc. (the Company) was organized  February 25, 1999, under the laws
of the State of Nevada, as originally E Investments,  Inc. The Company currently
has no revenue or operations  and, in accordance with SFAS No.7, is considered a
development stage company. The fiscal year end of the Company is December 31.

Estimates

     The  preparation  of Financial  Statements,  in conformity  with  generally
accepted  accounting  principles,  requires  management  to make  estimates  and
assumptions  which affect the  reported  amounts of assets and  liabilities  and
disclosure of contingent  assets and  liabilities,  at the date of the Financial
Statements,  and the  reported  amounts  of  revenue  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Equivalents

     The Company  maintains in United  States  dollars,  a foreign bank account,
which has no Federal insurance. All highly liquid investments, with the maturity
of three months or less,  are  considered to be cash  equivalents.  There are no
cash equivalents as of December 31, 2000.

Income Taxes

     Income taxes are provided for using the  liability  method of accounting in
accordance with Statement of Financial  Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset or liability is recorded for
all  temporary  difference  between  financial and tax  reporting.  Deferred tax
expense  (benefit)  results from the net change  during the year of deferred tax
assets and liabilities.

     For federal  income tax purposes,  substantially  all  deductible  expenses
incurred to date must be deferred until the Company commences  business and then
they may be charged  against  operations  over a 60-month  period or permanently
capitalized.  Since the  Company is not in business  as of  December  31,  2000,
accumulated  deductible expenses incurred since inception of $127,836,  resulted
in a $32,464  deferred  tax asset.  A  valuation  allowance  of $32,464 has been
provided  since there is no assurance of future taxable  income.  Tax deductible
losses, when provided, can be carried forward for 20 years until utilized.  None
of the $83,218 of expenses  constituting  contributed  capital is deductible for
federal  income tax purposes.  There is no net operating loss  carry-forward  at
December 31, 2000 for federal income tax purposes.

                                       27
<PAGE>

     Net loss per share is provided in  accordance  with  Statement of Financial
Accounting  Standards No. 128 (SFAS No.128) "Earnings Per Share". Basic loss per
share is computed by dividing net loss available to common  stockholders  by the
weighted  average  number of common shares  outstanding  during the period.  The
Company's  outstanding  warrants  were not used in the  calculation  of loss per
share, as their effect would have been anti-dilutive.

Going Concern

     The Company's financial statements have been presented on the basis that it
is a going  concern,  which  contemplates  the  realization  of  assets  and the
satisfaction  of  liabilities  in the normal  course of business.  The Company's
ability  to  continue  in  existence  is  dependent  on its  ability  to develop
additional  sources  of  capital,  and/or  achieve  profitable  operations.  The
accompanying  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.  Management's plan is to utilize
the proceeds from the sale of the Company's  outstanding  warrants to obtain the
initial financing for the development of its business plan.


NOTE 2 - RELATED PARTY TRANSACTIONS

Contributed Capital

     Capital  contributed  for the year ended  December  31,  2000,  of $83,218,
provided by management  without future  reimbursement,  has been expensed in the
accompanying statements of operations, as follows:

Services                            $74,900
Travel                                4,725
Office                                3,593

Total                              $ 83,218

Officer Advance

     The  president  of the Company has  advanced  $1,000  during the year.  The
advance is unsecured, non-interest bearing and is payable upon demand.

Valuation of Securities

     Common stock of the Company issued in 1999 to individuals for services on a
non-cash  basis were valued by the Board of Directors on the basis of such value
to the Company.


NOTE 3 - OUTSTANDING WARRANTS

     In 1999 the Company  completed a Regulation D offering  under the exemption
provided by the Securities  Act of 1933, as amended.  The Company sold 1,416,000
shares  of  common  stock to the  public  at a price of $0.05  per  share,  with
warrants attached,  for a total of $70,800. No proceeds were attributable to the
warrants which are  convertible  into common stock of the Company at the rate of
$.10 per share and which expire on April 30, 2001, unless extended.

                                      F-6

                                       28
<PAGE>
ITEM  8     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     There  have  been  no  changes  in or  disagreements  with  accountants  on
accounting and financial disclosure.

PART III

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

COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

     The Directors and executive  officers of the Company were appointed  and/or
elected to their  respective  positions  on March 11,  1999.  As of December 31,
2000, the names, ages and positions are as follows:

<TABLE>
Name                                    Age        Position
<S>                                     <C>           <C>
Joginder Brar                           34         President/Director
Jaroslav Zubik                          45         Secretary/Director
Harjit Mand                             33         Treasurer/Director
Leo Moisio                              55         Vice-President
</TABLE>


     All Directors of the Company will hold office until the next annual meeting
of the  shareholders  of the Company or until  successors  are duly  elected and
qualified.  The current Directors have held office since March 11, 1999 and will
remain in office at least  until  January 6,  2002,  the next  scheduled  annual
meeting of the shareholders.

     The  Officers of the Company are elected by the Board of  Directors  at the
first meeting after each annual meeting of the Company's shareholders,  and hold
office until their death, or until they shall resign or have been removed.

     Joginder Brar, 34,  Director,  has served as President of the Company since
March 11, 1999.  His period of service will be from March 11, 1999 to January 6,
2002, at which time the  shareholders  will elect the next board of directors at
their annual shareholder meeting.  While organizing the Company, Brar worked for
the City of Calgary in its Transportation Department as a Dispatcher since 1990.
Prior to  working  for the City of  Calgary,  he  served as  President  of Nexus
Telecom of Calgary.  Brar  received  his  Bachelor  of Arts degree from  India's
Punjab University.

     Jaroslav Zubik,  45, Director,  Secretary,  has been with the Company since
March 11, 1999.  His period of service will be from March 11, 1999 to January 6,
2002, at which time the  shareholders  will elect the next board of directors at
their annual shareholder  meeting.  Zubik has been President of S.O.S.  Printing
and  Laminations for Less in Calgary since 1985.  Fluent in the English,  Czech,
German and Russian  languages,  he received his Mechanical  Engineering  Diploma
from SPISS Technology  Institute in 1975. Harjit Mand, 33, Director,  Treasurer,
joined the Company on March 11, 1999.

                                       29
<PAGE>

     His period of service  will be from March 11,  1999 to January 6, 2002,  at
which time the  shareholders  will elect the next  board of  directors  at their
annual shareholder  meeting.  Mand has spent the past nine years working for the
City of Calgary in their Transportation  Department. He previously served as the
Sales  Manager  for  Crescet  Bakery in Calgary  from  1986-1989.  Mand  studied
Mechanical Engineering at the SAIT Technical School in Calgary.

     Leo Moisio, 55,  Vice-President has joined the Company as Vice-President in
charge of  production.  An  expert  in the wood  product  industry,  Moisio  has
developed industry contacts  worldwide.  Earning a degree in pulp and paper from
the Pulp and  Paper  College  in  Finland  IN 1969,  Moisio  recently  served as
International  Sales  Manager  for  Treeline  Wood  Products,  Ltd.,  located in
Edmonton,  Alberta,  from 1992  until  2000.  During his  tenure  there,  he was
responsible for the shipping of two million board feet of wood product per month
to Japan during a four-year  period.  Prior to  Treeline,  he spent the prior 11
years as  Production  Manager with Eurocan  B.C.,  during which time the company
produced up to 1,000 tons of paper per day.

Board Committees

     During the fiscal  year ended  December  31,  2000,  the  Directors  of the
Company did not formulate any formal committee.

Director Compensation

     All authorized  out-of-pocket  expenses incurred by a Director on behalf of
the  Company  will be subject to  reimbursement  upon  receipt by the Company of
required  supporting  document  of  such  expenses.  Although  Directors  may be
eligible to participate in the Company's  future stock option and / or incentive
plan(s),  if any,  Directors do not receive any  additional  compensation  or an
annual Directors fee at the present time.

Compliance with Section 16(A) of the Exchange Act

     Under the securities  laws of the United States,  the Company's  Directors,
its Executive Officers (and certain other officers) and any persons holding more
than 5% of the Company's  outstanding  voting  securities are required to report
their ownership in the Company's securities and any changes in that ownership to
the Securities and Exchange Commission. Based solely upon the Company's reliance
upon the written  representations  of its Directors  and  officers,  the Company
believes that it is in compliance with Section 16(a) of the Exchange Act.

                                       30
<PAGE>

ITEM  10     EXECUTIVE  COMPENSATION

Summary  Compensation  Table  for  2000:

     None of the Company's officers and directors receives any cash compensation
at this time. The Company does plan to initiate a compensation  schedule for its
officers once the Company is profitable.

     Brar and Zubik each  received  600,000  shares of the  Company's  $.001 par
value Common Stock for services and as founders of the Company.  The total value
of  the  services   rendered  was  $60,000.   The  services   rendered  included
administrative duties, board duties, contract negotiations,  financing services,
production   and   distribution   research,    shareholder   communication   and
organizational duties.

     The Company has retained a consultant,  Jan Libal, to assist in the initial
start-up of the Company. He receives  compensation up to a maximum of $3,000 per
month, plus expenses.

6:2         Summary Compensation Table

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
                                             Long Term Compensation
                   Annual Compensation               Awards
Name and                 Year          Annual     Restricted       Total
Principal                              Salary      Stock Award     Compensation
Position

<S>                      <C>           <C>          <C>               <C>
Joginder                 2000           $0          600,000           $30,000
Brar(1)                                             shares
President                                           Value $0.05
                                                    per share
Jaroslav                 2000           $0          600,000           $30,000
Zubik(1)                                            shares
Secretary                                           Value $0.05
                                                    per share
Harjit                   2000           $0          $0                $0
Mand
Treasurer
Leo Moisio               2000           $0          $0                $0
Vice-
President

</TABLE>

     Note:  The  total  value of the  services  rendered  by Brar and  Zubik was
$60,000.  The services rendered included  administrative  duties,  board duties,
contract negotiations, financing services, production and distribution research,
shareholder communication and organizational duties.

                                       31
<PAGE>

ITEM  11     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

     The following table sets forth  information as of December 31, 2000, based
on  information  obtained  from the persons  named  below,  with  respect to the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own beneficially 5% or more of the Common Stock:

<TABLE>
<CAPTION>
Title            Name and         Shares owned        %         If Corporation,
                 Address of       Beneficially        Owned     Beneficial Owner
                 beneficial       (1)                           of Corporation
                 Owner
<S>               <C>               <C>                <C>           <C>
Common           Joginder          600,000              23%          N/A
                 Brar
                 28
                 Lavalencia
                 Gds. NE
                 Calgary,
                 Alberta T1Y
                 654
Common           Jaroslav          600,000              23%          N/A
                 Zubik
                 6427 Dalton
                 Dr. NW
                 Calgary,
                 Alberta T3A
                 IEI
Common           Jan Libal         180,000               7%          N/A
                 10636-120
                 Street NW
                 #417
                 Edmonton,
                 Alberta T5H
                 4L5
Common           Dr. S.            140,000                5%         N/A
                 Krizala
                 Velke
                 Namesti 143
                 Hradec
                 Kralove 1
                 501 Chech
                 Republic
Beneficial                       1,520,000               58%
Owners of
5% or More
as a Group
</TABLE>

Note (1) The  number of shares of  Common  Stock  owned are those  "beneficially
owned" as determined under the rules of the Securities and Exchange  Commission,
including  any  shares of Common  Stock as to which a person  has sole or shared
voting or investment power and any shares of Common Stock,  which the person has
the right to acquire within 60 days through the exercise of any option,  warrant
or  right.  As  of  December  31,  2000,  there  were  2,616,000  common  shares
outstanding encompassing 47 beneficial owners.

                                       32
<PAGE>

Securities Ownership of Management

     The following table sets forth information as of the date hereof,  based on
information  obtained  from  the  persons  named  below,  with  respect  to  the
beneficial ownership of the Common Stock by (i) each director and officer of the
Company and (ii) all directors and officers as a group:

<TABLE>
<CAPTION>
Title of             Name and Address          Shares Owned             % Owned
Class                of beneficial             Beneficially
                     Owner                     (1) (2)
<S>                   <C>                        <C>                        <C>
Common               Joginder Brar              600,000                      23%
                     28 Lavalencia
                     Gds. NE Calgary,
                     Alberta T1Y 654
Common               Jaroslav Zubik             600,000                      23%
                     6427 Dalton Dr.
                     NW Calgary,
                     Alberta T3A IEI

Common               Harjit Mand                      0                       0%
                     163 Rundle Ridge
                     Route NE,
                     Calgary, Alberta
                     T1Y 256
Common               Leo Moisio                       0                       0%
                     B104-53016
                     Highway 60
                     Acheson
                     Industrial Area
                     Spruce Grove,
                     Alberta, Canada
                     T7X 3G7
- --------------------
Officers and                                   1,200,000                     46%
Directors as a
Group
</TABLE>

Note (1) The  number of shares of  Common  Stock  owned are those  "beneficially
owned" as determined under the rules of the Securities and Exchange  Commission,
including  any  shares of Common  Stock as to which a person  has sole or shared
voting or investment power and any shares of Common Stock,  which the person has
the right to acquire within 60 days through the exercise of any option,  warrant
or right. As of December 31, 2000, there were 2,616,000 common shares
outstanding.

Note (2) No officer, director or security holder listed above owns any warrants,
options or rights. (See Certain Relationships and Related Transactions.")

                                       33
<PAGE>

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During  the year  ended  December  31,  2000,  there  were no  transactions
involving related parties.

ITEM 13.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES, AND REPORTS ON FORM 8-K

None

SIGNATURES

Pursuant to the requirements of Section 13 and 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.

Arbor, Inc.
March 22, 2001
/s/
Joginder Brar
President

                                       34
<PAGE>