U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)


[X]  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934

       For the fiscal year ended December 31, 2000.


[  ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934

       For the transition period from ------------ to ------------.

           Commission file number:  000-29571


                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)



     Nevada                                           86-0972710
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                  10130 E. Winding Trail, Tucson, Arizona 85749
                   ------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (520) 577-1516
                             ----------------------
                           (Issuer's telephone number)


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

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

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





<PAGE>



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

At December 31, 2000,  the aggregate  market value of all shares of voting stock
held by non-affiliates was $0.00. In determining this figure, the Registrant has
assumed  that  all  directors  and  executive  officers  are  affiliates.   Such
assumption shall not be deemed  conclusive for any other purpose.  The number of
shares  outstanding  of each  class  of the  Registrant's  common  stock,  as of
December  31,  2000,  was as follows:  Common  Stock $.001 par value,  1,000,000
shares.

Total revenues for fiscal year ended December 31, 2000: $0

At December  31,  2000,  the number of shares of common  stock  outstanding  was
1,000,000.

Transitional Small Business Disclosure Format (check one): Yes   ; No X
                                                              ---    --



<PAGE>





                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

     The  Company has not engaged in any  operations  other than  organizational
matters.  Passover  Management  International,  LTD., a Nevada  corporation (the
"Company") was incorporated on June 20, 1997, and was formed  specifically to be
a "clean public  shell" and for the purpose of either  merging with or acquiring
an operating company with operating history and assets.

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

     The proposed business activities described herein classify the Company as a
"blank  check" or "shell  company"  whose sole purpose at this time is to locate
and consummate a merger or acquisition. Many states have enacted statutes, rules
and  regulations  limiting the sale of securities of "blank check"  companies in
their  respective  jurisdictions.  Management does not believe it will undertake
any  efforts to cause a trading  market to develop in the  Company's  securities
until such time as the Company has  successfully  implemented  its business plan
described  herein.  However,  if the Company  intends to facilitate the eventual
creation  of a public  trading  market in its  outstanding  securities,  it must
consider  that the Company's  securities,  when  available for trading,  will be
subject to a Securities and Exchange  Commission rule that imposes special sales
practice  requirements upon  broker-dealers  who sell such securities to persons
other than established  customers or accredited  investors.  For purposes of the
rule, the phrase  "accredited  investors" means, in general terms,  institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess
of $1,000,000 or having an annual  income that exceeds  $200,000 (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.   Consequently,   the  rule  may  affect  the  ability  of
broker-dealers to sell the Company's  securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefor.

Competition

     The Company expects to encounter substantial  competition in its efforts to
locate attractive opportunities,  primarily from business development companies,
venture capital  partnerships and  corporations,  venture capital  affiliates of
large  industrial  and financial  companies,  small  investment  companies,  and
wealthy  individuals.  Many of these  entities will have  significantly  greater
experience,  resources  and  managerial  capabilities  than the Company and will
therefore  be in a  better  position  than  the  Company  to  obtain  access  to
attractive business opportunities.




                                        1

<PAGE>



Employees

     The  Company's  only  employee at the present  time is its sole officer and
director,  who will devote as much time as he  determines  is necessary to carry
out the affairs of the Company.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company has a working agreement with the Company president to share use
of 600 square feet of office space, telephones and secretarial services supplied
on a gratis basis.

ITEM 3.  LEGAL PROCEEDINGS

     No material  legal  proceedings  to which the Company (or its  director and
officer in his capacity as such) is party or to which property of the Company is
subject is pending and no such material proceeding is known by management of the
Company to be contemplated.

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

     None.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

     There has been no public  trading  market for the  Company's  common stock.
Holders  of common  stock are  entitled  to  receive  such  dividends  as may be
declared by the Company's  Board of Directors.  No dividends on the common stock
have been paid by the Company,  nor does the Company  anticipate  that dividends
will be paid in the foreseeable future.

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

     The following  discussion  should be read in conjunction with the Financial
Statements and notes thereto.

OPERATIONS

     The  Company  intends  to  seek,  investigate  and,  if such  investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which  desire to seek  perceived  advantages  of a
publicly  held  corporation.  At this time,  the Company has no plan,  proposal,
agreement,  understanding  or  arrangement to acquire or merge with any specific
business or company, and the Company has not identified any specific business or
company  for  investigation  and  evaluation.  No  person  has had any  material
discussions  with any other  company  with  respect to any  acquisition  of that
company.

     The Company will not restrict its search to any specific business, industry
or geographical  location, and the Company may participate in a business venture
of virtually any kind or nature.  The discussion of the proposed  business under
this caption and throughout is purposefully general and

                                        2

<PAGE>





is not meant to be restrictive of the Company's virtually  unlimited  discretion
to search for and enter into potential business opportunities.

     The Company may obtain funds in one or more private  placements  to finance
the  operation  of any  acquired  business,  if  necessary.  Persons  purchasing
securities in these placements and other  shareholders  will likely not have the
opportunity  to  participate in the decision  relating to any  acquisition.  The
Company's  proposed business is sometimes  referred to as a "blind pool" because
any investors will entrust their investment  monies to the Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's management,  which will have unlimited discretion in searching for
and entering into a business  opportunity.  The sole officer and director of the
Company  likely has had no experience  in any proposed  business of the Company.
There can be no  assurance  that the Company  will be able to raise any funds in
private placement.

LIQUIDITY AND CAPITAL RESOURCES

     The Company  remains in the  development  stage and, since  inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholder's  equity.  The  Company's  balance  sheet as of December  31, 2000,
reflects a current asset value of $0.00, and a total asset value of $0.00.

     The Company  will carry out its plan of business as  discussed  above.  The
Company cannot  predict to what extent its liquidity and capital  resources will
be diminished prior to the consummation of a business combination or whether its
capital  will be  further  depleted  by the  operating  losses  (if  any) of the
business entity which the Company may eventually acquire.

RESULTS OF OPERATIONS

     During the period from  October 20, 1999 through  December  31,  2000,  the
Company  has  engaged in no  significant  operations  other than  organizational
activities  and  preparation  for  registration  of  its  securities  under  the
Securities Exchange Act of 1934. No revenues were received by the Company during
this period.

     For the current fiscal year, the Company anticipates  incurring a loss as a
result of organizational  expenses,  expenses associated with registration under
the Securities  Exchange Act of 1934, and expenses  associated with locating and
evaluating acquisition candidates. The Company anticipates that until a business
combination  is completed with an  acquisition  candidate,  it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing  a  business  combination,  depending  upon  the  performance  of the
acquired business.

Need for Additional Financing

     The Company  believes that its existing  capital will be sufficient to meet
the Company's cash needs,  including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended, for a
period of approximately two years. Accordingly, in the event the Company is able
to complete a business  combination  during this period, it anticipates that its
existing  capital  will be  sufficient  to  allow it to  accomplish  the goal of
completing a business

                                        3

<PAGE>



combination.  There is no  assurance,  however,  that the  available  funds will
ultimately prove to be adequate to allow it to complete a business  combination,
and once a business combination is completed, the Company's needs for additional
financing are likely to increase substantially.

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

     The  discussion  contained  herein has been  prepared by the Company and is
based on existing law as contained in the Code,  amended United States  Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this  Annual  Report.  No  assurance  can be given that future
legislative  enactments,  administrative  rulings  or court  decisions  will not
modify the legal basis for  statements  contained in this  discussion.  Any such
development may be applied retroactively to transactions  completed prior to the
date thereof,  and could contain  provisions  having an adverse  affect upon the
Company and the holders of the Common Stock. In addition,  several of the issues
dealt with in this summary are the subjects of proposed and  temporary  Treasury
Regulations.  No assurance can be given that these  regulations  will be finally
adopted in their present form.

FORWARD LOOKING STATEMENT

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of  Operations  includes  a number of  forward-looking  statements  that
reflect  Management's  current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief or
current  expectations  of the Company and members of its management team as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by the Company in this report and in the Company's  other reports filed with the
Securities  and  Exchange  Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to differ  materially  from  those in
forward-looking  statements.  The Company  undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated  events or changes in the future  operating  results over time.
The Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations and the business and operations
of the Company.  No assurances are made that actual results of operations or the
results of the Company's future  activities will not differ  materially from its
assumptions.

ITEM 7.  FINANCIAL STATEMENTS

     The financial  statements  are included  beginning at F-1. See Index to the
Financial Statements.

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

     None.





                                       4

<PAGE>





                                    PART III

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

Directors and Executive Officers.

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

     Daniel  Hodges,  35, has been sole  Director,  President,  Chief  Financial
Officer  and  Secretary  of the Company  since  inception.  Mr.  Hodges has been
president  and  director  of  Solomon  Consulting  Corp.  which  specializes  in
corporate  and  securities  consulting  since 1995. He has owned and operated an
industrial  manufacturing  company,  "APRI, Inc." since 1998. He is currently on
the  board  of  directors  of two  charitable  organizations  as well as over 10
for-profit corporations. Within the past year, several companies that maintain a
public trading status have had Mr. Hodges as a director including: Avartarra.com
(symbol:  AVAR),  Landstar,  Inc. (LDSR),  and Hyaton Company,  Inc. (HYTN). Mr.
Hodges  received his B.S.  from Thomas A. Edison State  College in Trenton,  New
Jersey. He is also a graduate of the U.S. Air Force Undergraduate Pilot Training
program and is  currently  the rank of Captain as an officer in the Air National
Guard.

Conflicts of Interest

     Certain  conflicts of interest now exist and will continue to exist between
the Company  and its sole  officer  and  director  due to the fact that each has
other business interests to which he devotes his primary  attention.  Mr. Hodges
has organized,  is an officer,  director and has a controlling  interest in more
than 100  "blank  check"  companies  whose  business  is  similar to that of the
Company.  He may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

     Certain  conflicts of interest  may exist  between the Company and its sole
director and officer,  Mr. Hodges,  and conflicts may develop in the future. The
Company has not established policies or procedures for the resolution of current
or potential  conflicts of interests.  There can be no assurance that Mr. Hodges
will resolve all  conflicts of interest in favor of the Company,  and failure by
Mr. Hodges to conduct the Company's  business in the Company's best interest may
result in liability to Mr. Hodges. Mr. Hodges, as the sole officer and director,
is accountable to the Company as a fiduciary, which means that he is required to
exercise  good  faith  and   integrity  in  handling  the   Company's   affairs.
Shareholders  who  believe  that the  Company  has been harmed by failure of Mr.
Hodges to  appropriately  resolve  any  conflict  of  interest  may,  subject to
applicable  rule  of  civil  procedure,  be able to  bring  a  class  action  or
derivative suit to enforce their rights and the Company's rights.

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

                                        5

<PAGE>



stock ownership, position as an officer or director, or otherwise.


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

     Section  16(a)  of the  Exchange  Act,  requires  the  Company's  officers,
directors and persons who  beneficially  own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent  beneficial  owners  also  are  required  by  rules  promulgated  by the
Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section 16(a) forms they file.

ITEM 10.  EXECUTIVE COMPENSATION

     No  compensation  is paid or anticipated  to be paid by the Company.  It is
possible that upon an acquisition  some  compensation may be paid to management.
On acquisition of a business  opportunity,  current management may resign and be
replaced  by  persons  associated  with  the  business   opportunity   acquired,
particularly if the Company  participates in a business opportunity by effecting
a reorganization,  merger or consolidation.  If any member of current management
remains after effecting a business opportunity  acquisition,  that member's time
commitment  will  likely  be  adjusted  based on the  nature  and  method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the  Company  will  not  have  the  opportunity  to vote on or  approve  such
compensation.

ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

     The table below sets forth  information  as to each person owning of record
or who  was  known  by the  Company  to own  beneficially  more  than  5% of the
1,000,000 shares of issued and outstanding  Common Stock,  including  options to
acquire stock of the Company as of December 31, 2000 and  information  as to the
ownership of the Company's Stock by each of its directors and executive officers
and by the  directors  and  executive  officers as a group.  Except as otherwise
indicated,  all shares are owned  directly,  and the persons  named in the table
have  sole  voting  and  investment  power  with  respect  to  shares  shown  as
beneficially owned by them.

                                                 # of
Name and Address              Nature of          Shares
of Beneficial Owners          Ownership          Owned            Percent
Directors

Principal Shareholders


Daniel L. Hodges              Common             800,000          80.00

Directors and Executive Officers


Daniel L. Hodges              Common             800,000          80.00


                                        6

<PAGE>





All Executive Officers and
Directors as a Group (1
person)                      Direct             800,000             80.00%
                             Options            None                None %
                             Total              800,000             80.00 %

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In connection  with  organizing the Company,  on November 4, 1997,  persons
consisting of its officers, directors, and other individuals were issued a total
of 1,000  shares of Common  Stock at a value of $.001 per share.  On October 20,
1999, the outstanding shares were forward split 1,000 to 1, resulting in a total
of 1,000,000 shares outstanding. Under Rule 405 promulgated under the Securities
Act of 1933, Mr. Hodges may be deemed to be a promoter of the Company.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


     (a) EXHIBITS


     The  following  documents  are  filed  herewith  or have been  included  as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:


           Exhibit No.         Exhibit


           *3                  Articles of Incorporation


           *3.1                Amended Articles of Incorporation


           *3.2                Bylaws



     (b)  Reports on Form 8-K.  No  reports  on Form 8-K were  filed  during the
period covered by this Form 10-KSB.

     *  Incorporated   herein  by  reference  from  Registrant's  Form  10SB12G,
Registration Statement, dated February 16, 2000.













                                        7

<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

PASSOVER MANAGEMENT INTERNATIONAL, LTD.

By:   /s/ Daniel L. Hodges
      Daniel L. Hodges
      President, Chief Finance Officer and
      Director

Date: March 30, 2001

                                        8

<PAGE>
                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2000 AND 1999






<PAGE>






                                    CONTENTS


                                                                            Page

Independent Auditor's Report...............................................F - 1

Balance Sheets
  December 31, 2000 and 1999...............................................F - 2

Statements of Operations for the
  Years Ended December 31, 2000 and 1999...................................F - 3

Statement of Stockholders' Equity
 Since June 20, 1997 (inception) to December 31, 2000......................F - 4

Statements of Cash Flows for the
  Years Ended December 31, 2000 and 1999...................................F - 5

Notes to Financial Statements..............................................F - 6



<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


Passover Management International, LTD.
(A Development Stage Company)


     We have  audited the  accompanying  balance  sheets of Passover  Management
International,  LTD. (a  development  stage company) as of December 31, 2000 and
1999, and the related statements of operations, and cash flows for the two years
ended December 31, 2000 and the statement of stockholders'  equity from June 20,
1997  (inception)  to December  31, 2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in  all  material  respects,  the  financial  position  of  Passover  Management
International,  LTD. (a  development  stage company) as of December 31, 2000 and
1999,  and the  results of its  operations  and its cash flows for the two years
ended  December  31,  2000 in  conformity  with  generally  accepted  accounting
principles.

                                                 Respectfully submitted



                                                 /s/ ROBISON, HILL & CO.
                                                 Certified Public Accountants

Salt Lake City, Utah
February 14, 2001

                                      F - 1

<PAGE>



                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                          (A Development Stage Company)
                                 BALANCE SHEETS





                                                               December 31,
                                                           --------------------
                                                            2000         1999
                                                           -------      -------

Assets: ..............................................     $  --        $  --
                                                           =======      =======

Liabilities - Accounts Payable .......................     $  --        $  --
                                                           -------      -------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 shares at December 31,
    2000 and 1999 ....................................       1,000        1,000
  Paid-In Capital ....................................       2,531          350
  Retained Deficit ...................................      (1,200)      (1,200)
  Deficit Accumulated During the
    Development Stage ................................      (2,331)        (150)
                                                           -------      -------

     Total Stockholders' Equity ......................        --           --
                                                           -------      -------

     Total Liabilities and
       Stockholders' Equity ..........................     $  --        $  --
                                                           =======      =======
















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


                                      F - 2

<PAGE>



                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS





                                                                    Cumulative
                                                                    since
                                                                    October 20,
                                                                    1999
                                             For the year ended     inception of
                                                  December 31,      development
                                             -   -----------------
                                                 2000        1999     stage
                                                -------      -----   -------
Revenues: .................................     $  --        $--     $  --

Expenses: .................................       2,181        150     2,331
                                                -------      -----   -------

     Net Loss .............................     $(2,181)     $(150)  $(2,331)
                                                -------      -----   -------

Basic & Diluted loss per share ............     $  --        $--
                                                =======      =====






















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


                                      F - 3

<PAGE>



                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
              SINCE JUNE 20, 1997 (INCEPTION) TO DECEMBER 31, 2000
<TABLE>
<CAPTION>


                                                                             Deficit
                                                                             Accumulated
                                                                             Since
                                                                             October 20,
                                                                             1999
                                                                             inception of
                                           Common Stock    Paid-In Retained  Development
                                         Shares Par Value  Capital Deficit   Stage
                                        ---------  ------  ------  -------   -------
<S>                                     <C>        <C>     <C>     <C>       <C>
Balance at June 20, 1997 (inception) ...     --    $ --    $ --    $  --     $  --

November 4, 1997 Issuance of Stock
for Services and payment
of Accounts Payable ....................1,000,000   1,000

Net Loss ...............................     --      --      --     (1,100)     --
                                        ---------  ------  ------  -------   -------

Balance at December 31, 1997 ...........1,000,000   1,000    --     (1,100)     --

Net Loss ...............................     --      --      --       (100)     --
                                        ---------  ------  ------  -------   -------

Balance at December 31, 1998 .......... 1,000,000   1,000    --     (1,200)     --

Capital contributed by Shareholder ....      --      --       350     --        --
Net Loss ..............................      --      --      --       --        (150)
                                        ---------  ------  ------  -------   -------

Balance at December 31, 1999 ...........1,000,000   1,000     350   (1,200)     (150)

Capital contributed by Shareholder .....     --      --     2,181     --        --
Net Loss ...............................     --      --      --       --      (2,181)
                                        ---------  ------  ------  -------   -------

Balance at December 31, 2000 ...........1,000,000  $1,000  $2,531  $(1,200)  $(2,331)
                                        =========  ======  ======  =======   =======

</TABLE>




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



                                      F - 4

<PAGE>



                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


                                                                    Cumulative
                                                                    Since
                                                                    October 20,
                                                                    1999
                                                For the years ended inception of
                                                       December 31, Development
                                                      ---------------
                                                       2000     1999     Stage
                                                      -------   -----   -------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss ...........................................  $(2,181) $ (150)  $(2,331)
Increase (Decrease) in Accounts Payable ............     --      (200)     --
                                                      -------   -----   -------
  Net Cash Used in operating activities ............   (2,181)   (350)   (2,331)
                                                      -------   -----   -------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
  investing activities .............................     --      --        --
                                                      -------   -----   -------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder .................    2,181     350     2,331
                                                      -------   -----   -------
Net Cash Provided by
  Financing Activities .............................    2,181     350     2,331
                                                      -------   -----   -------

Net (Decrease) Increase in
  Cash and Cash Equivalents ........................     --      --        --
Cash and Cash Equivalents
  at Beginning of Period ...........................     --      --        --
                                                      -------   -----   -------
Cash and Cash Equivalents
  at End of Period .................................  $  --     $--     $  --
                                                      =======   =====   =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest .........................................  $  --     $--     $  --
  Franchise and income taxes .......................  $   200   $ 300   $   500

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES: None

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


                                      F - 5

<PAGE>



                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of accounting policies for Passover Management  International,
LTD. (a development  stage company) is presented to assist in understanding  the
Company's  financial  statements.  The accounting  policies conform to generally
accepted  accounting  principles  and  have  been  consistently  applied  in the
preparation of the financial statements.

Organization and Basis of Presentation

     The Company was incorporated  under the laws of the State of Nevada on June
20, 1997.  The Company  ceased all operating  activities  during the period from
June 20, 1997 to October 20, 1999 and was considered dormant.  Since October 20,
1999, the Company is in the  development  stage,  and has not commenced  planned
principal operations.

Nature of Business

     The Company has no products  or  services  as of  December  31,  2000.  The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.

Cash and Cash Equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.






                                      F - 6

<PAGE>



                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Loss per Share

     The  reconciliations  of the numerators and  denominators of the basic loss
per share computations are as follows:


                                                               Per-Share
                              Income         Shares            Amount
                              ------         ------            ------
                             (Numerator)    (Denominator)

                            For the year ended December 31, 2000
Basic Loss per Share
Loss to common shareholders $       (2,181)      1,000,000   $         -
                            ============== ================   ==========


                            For the year ended December 31, 1999
Basic Loss per Share
Loss to common shareholders $        (150)       1,000,000   $         -
                            =============  ===============   ===========

     The effect of outstanding  common stock  equivalents would be anti-dilutive
for December 31, 2000 and 1999 and are thus not considered.

Concentration of Credit Risk

     The Company has no significant  off-balance-sheet  concentrations of credit
risk such as foreign  exchange  contracts,  options  contracts or other  foreign
hedging arrangements.

NOTE 2 - INCOME TAXES

     As of December 31, 2000, the Company had a net operating loss  carryforward
for income tax  reporting  purposes of  approximately  $3,500 that may be offset
against future taxable income through 2011. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

                                      F - 7

<PAGE>


                     PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 3 - DEVELOPMENT STAGE COMPANY

     The  Company  has not begun  principal  operations  and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS

     As of December 31, 2000 all  activities of the Company have been  conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT

     On October  20,  1999 the Board of  Directors  authorized  1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying  financial  statements to
the number of common  shares and  per-share  amounts for 1999 and 1998 have been
restated to reflect the stock split.


                                      F - 8