SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 10-KSB

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                       COMMISSION FILE NO.: 0-161470


                               TELE-OPTICS, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

    Delaware                                       65-0008442
 -------------                                   -------------
(State or other jurisdiction                     (IRS Employer
 of incorporation or organization)              Identification No.)


       21218 St. Andrews Boulevard, #642, Boca Raton, Florida 33433
      -------------------------------------------------------------
      (Address of principal executive offices, including zip code)

                               (954) 360-4951
                          -------------------------
                         (Issuer's telephone number)

                                    None
           -----------------------------------------------------
           (Former name, former address, and former Fiscal Year,
                       if changed since last report)

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

                  None                               None
                 ------                             ------
           (Title of Each Class)              (Name of Each Exchange
                                               on which Registered)

            Securities registered pursuant to 12(g) of the Act:

                  Common Stock, par value $.001 per share
                  ---------------------------------------
                              (Title of Class)

Check whether the Issuer (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 Issuer was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes  x   No
                                       ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of Issuer'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)

State issuer's revenues for its most recent fiscal year: $-0-

The aggregate market value of the Registrant's voting stock held by non-
affiliates, based upon the closing sales price for the common stock of
$-0- per share on March 15, 2001 was $-0-.

As of March 15, 2001, there were 7,500,000 shares of the Registrant's
Common Stock issued and outstanding.



<PAGE>                               -1-



                              TELE-OPTICS, INC.



                              TABLE OF CONTENTS

                                                           Page
PART I
------                                                     ----

Item 1.  Business........................................... 3

Item 2.  Properties......................................... 6

Item 3.  Legal Proceedings.................................. 6

Item 4.  Submission of Matters to a
         Vote of Security Holders........................... 6

PART II
-------

Item 5.  Market for Company's Common Equity
         And Related Stockholder Matters.................... 8

Item 6.  Management's Discussion and
         Analysis or Plan of Operations..................... 9

Item 7.  Financial Statements and Supplementary Data........ 11

Item 8.  Change in and Disagreements
         with Accountants on Accounting
         and Financial Disclosure........................... 11

PART III
--------

Item 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Exchange Act.................. 12

Item 10. Executive Compensation............................. 13

Item 11. Security Ownership of Certain
         Beneficial Owners and Management................... 13

Item 12. Certain Relationships and Related Transactions..... 15

Item 13. Exhibits, Financial Statement
         Schedules and Reports on Form 8-K.................. 17

SIGNATURES



<PAGE>                               -2-



                                    PART I

ITEM 1.  BUSINESS
         --------

Tele-Optics, Inc. (the "Company" or the "Registrant") was incorporated
in December 1986 for the purpose of acquiring all of the common stock
of Lenzar Optics, Inc. ("Lenzar").  Lenzar was then engaged in
development, manufacture and marketing of a variety of optical,
electronic and electro-optical products for use in the medical and
defense industries.  In September, 1991, the Company sold all assets
related to Lenzar's operations to a third party.  Following that sale,
the Company had no active business operations and intended to liquidate
its assets.  In December 1991, the Company entered into an agreement to
acquire all of the issued and outstanding common stock of Fantasia
Homes, Inc. ("Fantasia") (the "Fantasia Agreement").  In May 1992,
however, the Company rescinded the Fantasia Agreement and canceled all
shares of its common stock issued in connection with the Fantasia
Agreement.  Since rescission of the Fantasia Agreement, the Company has
investigated the possibility of acquiring a potential business
opportunity.  The Company, however, did not possess the capital
necessary to successfully pursue any such acquisition.  The Company has
had virtually no active business operations since late 1991.

On November 21, 1997, (the "Closing Date"), new investors, including the
Company's current management (the "Buyers"), completed the purchase of
an aggregate of 3,100,000 shares of the Company's Common Stock (the
"Purchased Shares"), representing approximately sixty-two (62%) percent
of the Company's then issued and outstanding Common Stock as of the
Closing Date.  The Purchased Shares were acquired from the authorized
but previously unissued shares of the Company's Common Stock.  As part
of the aggregate purchase price for the Purchased Shares, the Buyers
agreed to pay certain obligations of the Company, including certain past
due and current accounting and legal fees, stock transfer agent fees,
franchise taxes, state and federal taxes, and other expenses incurred
or to be incurred in connection with bringing the Company current with
respect to reporting obligations under the Securities and Exchange Act
of 1934 (the "Act").  As a result, the Company has filed certain
disclosure documents with the Securities and Exchange Commission
("SEC"), including Annual Reports on Form 10-KSB and Quarterly Reports
on Form 10-QSB.  Simultaneously with the acquisition of the Purchased
Shares, an additional 300,000 shares of the Company's Common Stock was
acquired by a member of the law firm which represented the Company in
connection with the transaction.  Such shares were issued during 1999.
See "Financial Statements"

In addition, since the Closing Date, the Buyers and others have provided
additional sufficient funds in the form of equity investment and loans
to ensure the Company's viability and permit the Company to continue its



<PAGE>                              -3-



limited operations and pursue business opportunities, including a
possible business combination, merger or similar transaction.  During
1999, the Company issued an additional 1,960,000 shares for an aggregate
purchase price of $19,600, which includes $4,600 for services that were
rendered to the Company.   During 2000, the Company issued an additional
500,000 shares for an aggregate purchased price of $5,000. The Company
continues to engage in no commercial operations at this time.  See
"Financial Statements".

Management has determined that the Company's current business plan is
primarily to seek one or more potential businesses which may, in the
opinion of management, warrant the Company's involvement.  The Company
recognizes that as a result of its limited financial, managerial or
other resources, the number of suitable potential businesses which may
be available to it will be extremely limited.  In seeking to attain its
business objective, the Company will not restrict its search to any
particular industry.  Rather, the Company may investigate businesses of
essentially any kind or nature, including but not limited to, finance,
high technology, manufacturing, service, sports, research and
development, communications, insurance, brokerage, transportation and
others.  Notwithstanding the foregoing, management does not intend to
become involved with a company which is an "investment company" under
the Investment Company Act of 1940, or with a company which may be
deemed an "investment advisor" under the Investment Advisors Act of
1940.  Nor does the Company intend to become an investment company or
an investment advisor.  Management's discretion is otherwise
unrestricted and it may participate in any business whatsoever which may
in the opinion of management, meet the business objectives discussed
herein.  It is emphasized that the business objectives discussed herein
are extremely general and are not intended to be restrictive upon the
discretion of management.  As of the date of this report, the Company
has not chosen the particular area of business in which its proposes to
engage and has not conducted any market studies with respect to any
business or industry, although management of the Company has had
preliminary discussions with a variety of enterprises.

The Company will not restrict its search to any specific industry
(except as set forth above), but may acquire an entity or position in
a company which is (i) in its preliminary or development stage; or (ii)
is a going concern.  At this time, it is impossible to determine the
needs of the business in which the Company may seek to participate, and
whether such business may require additional capital, management, or may
be seeking other advantages which the Company may offer.  In other
instances, possible business endeavors may involve the acquisition of
or a merger with a company which does not need additional equity, but
seeks to establish a public trading market for its securities.



<PAGE>                              -4-



Businesses which seek the Company's participation in their operations
may desire to do so to avoid what such businesses deem to be adverse
factors related to undertaking a public offering.  Such factors include
substantial time requirements and legal costs, along with other
conditions or requirements imposed by Federal and state securities laws.

The analysis of potential business endeavors will be undertaken by or
under the supervision of the Company's management.  Management is
comprised of individuals of varying business experiences, and management
will rely on their own business judgment in formulating decisions as to
the types of businesses which the Company may acquire or in which the
Company may participate.  It is quite possible that management will not
have any business experience or expertise in the type of businesses
engaged in by a company which may be investigated by the Company.

In analyzing prospective businesses, management anticipates considering
such factors as available technical, financial and managerial resources;
working capital and other financial requirements; such businesses'
history of operations, if any, and prospects for the future; the nature
of present and expected competition; the quality and experience of
management services which may be available and the depth of that
management; the potential for further research and development; risk
factors; the potential for growth and expansion; the potential for
profit; the perceived public recognition or acceptance of such
businesses, products, services, trade or service marks; its name
identification; and other relevant factors.  The Company may compensate
its management and/or advisors in connection with the review and
analysis of a prospective business combination.

While it is anticipated that these factors will be considered, to a
large extent a decision to participate in a specific business will be
difficult, if not impossible, to analyze through the application of
objective criteria.  In many instances, the achievements of a specific
business to date may not necessarily be indicative of its potential for
the future because of various changing requirements in the marketplace,
such as the ability to substantially shift marketing approaches, expand
significantly or change product emphasis, change or substantially alter
management, or other factors.  On the other hand, the management of such
companies may not have proven their abilities or effectiveness, or
established the viability of the market, or the products or services
which they propose to market.  As such, the profitability of such a
business may be unpredictable and might therefore subject the Company
and its assets to substantial risks.

It is anticipated that any number of prospective businesses will be
available to the Company from various sources, including its management,
its professional advisors, securities broker-dealers, venture



<PAGE>                              -5-



capitalists, members of the financial community, and others who may
present unsolicited proposals.  In some instances, the Company may
publish notices or advertisements in financial or trade publications
seeking potential business acquisitions.  In certain circumstances, the
Company may agree, in connection with an acquisition, to pay a finder's
fee or other compensation to an investment banking firm or other person
(who may or may not be affiliated with the Company) who submits to the
Company a business in which the Company participates.

It is anticipated that locating and investigating specific proposals
will take a substantial period of time, although the time such process
will take can by no means be assured.  Further, even after a business
is located, the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments may require
substantial additional time, effort and attention on the part of
management, as well as substantial costs for attorneys, accountants and
others.  If a decision is made not to participate in a specific business
endeavor, the costs theretofore incurred in the related investigation
might not be recoverable.  Furthermore, even if an agreement were
reached for the participation in a specific business, the failure to
consummate that transaction might result in the loss to the Company of
the related costs incurred, including compensation paid to management
and its advisors.

ITEM 2.  PROPERTIES
         ----------

At present, the Company does not own any property.  The Company
maintains its business address at a minimal cost.  Administrative
services, including the use of fixtures, furniture and equipment, and
the use of employees to provide secretarial and bookkeeping services,
are provided to the Company at minimal cost by the Company's current
officers and directors.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

The Company is not party to any litigation.  To the knowledge of
management, no litigation is currently threatened.

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

The Company's Board of Directors approved a proposal on October 12, 1999
authorizing an amendment to the Company's Certificate of Incorporation
increasing the authorized number of shares of the Company's Common Stock
from 5,000,000 shares to 100,000,000 shares. The Board of Directors
authorized the increase in authorized Common Stock in connection with
the Company's on-going efforts to seek and acquire a business which
might warrant the Company's involvement.  The Company anticipates that
it will require issuance of additional Common Stock to complete a
suitable acquisition if and when it is able to do so.  The increase in



<PAGE>                              -6-



authorized Common Stock was also approved by the written consent of the
Company's majority stockholders on October 12, 1999.  Such consent from
holders of a majority of the Company's issued and outstanding shares was
sufficient to approve the increase in authorized Common Stock under the
Delaware General Corporation Law.  No other vote or consent of any other
stockholders, including the vote or consent of a majority of the
unaffiliated stockholders was required or sought in connection with the
increase in authorized Common Stock.  Under the Delaware General
Corporation Law and the Company's Certificate of Incorporation, the
affirmative vote of a majority of the issued and outstanding shares
voting by written consent constitutes the act of the stockholders.
Accordingly, the Company did not solicit proxies from all stockholders
in connection with this matter.

The Company provided an Information Statement to all of the Company's
stockholders in connection with the increase of authorized Common Stock.
The Information Statement and such accompanying materials were first
sent or given to stockholders on or about November 8, 1999, to
stockholders of record as of October 13, 1999.  The Company filed the
amendment to its Certificate of Incorporation in Delaware and the
amendment became effective on or about November 29, 1999.



<PAGE>                              -7-



                                  PART II

ITEM 5.   MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
          ------------------------------------------------------------------

The Company's Common Stock commenced trading in the over-the-counter
market during 1987.  The last quotation for the Company's Common Stock,
which management is aware of, appeared on Nasdaq on October 7, 1991.
The Company is currently unaware of any trading market for its Common
Stock.  The following table sets forth the range of high and low bid
quotations for the Company's Common Stock for the period indicated as
reported by Nasdaq during the two years prior to October 7, 1991.  The
below quotations represent prices between dealers and do not include
retail mark-up, mark-down or commission.  The quotations do not
necessarily represent actual transactions.

     Fiscal Period                       High Bid     Low Bid

     1989:
     -----
     First Quarter..................... $ 3.25         $ 2.00
     Second Quarter....................   3.75           1.875
     Third Quarter.....................   2.125          1.625
     Fourth Quarter....................   2.00           1.25

     1990:
     -----
     First Quarter..................... $ 1.875        $ 1.125
     Second Quarter....................   1.875          0.8125
     Third Quarter.....................   0.875          0.3125
     Fourth Quarter....................   0.375          0.025

     1991:
     First Quarter..................... $ 0.625        $ 0.25
     Second Quarter....................   0.6875         0.50
     Third Quarter.....................   0.5625         0.34375
     Fourth Quarter
         (through October 7, 1991).....   0.0625         0.03125


To the best of the Company's knowledge the last available quotations for
its Common Stock appeared in the Nasdaq System on October 7, 1991.  High
and low bid prices were 1/16 and 1/32 respectively, on that date.

As of March 1, 2001, there were approximately 233 record holders of the
Company's outstanding Common Stock.  Since additional shares of the
Company's Common Stock are held for stockholders at brokerage firms
and/or clearing houses, the Company was unable to determine the precise
number of beneficial owners of its Common Stock as of March 1, 2001.



<PAGE>                              -8-



The Company has never declared or paid cash dividends on its capital
stock and the Company's Board of Directors intends to continue that
policy for the foreseeable future.  Earnings, if any, will be used to
finance the development and expansion of the Company's business.  Future
dividend policy will depend upon the Company's earnings, capital
requirements, financial condition and other factors considered relevant
by the Company's Board of Directors and will be subject to limitations
imposed under Delaware law.

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

The analysis of the Company's financial condition, liquidity, capital
resources and results of operations should be viewed in conjunction with
the accompanying financial statements including the notes thereto.

During 1998, the Company commenced preparation of all past due Annual
Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB, which it
was required to file under the 1934 Act.  Prior to 1992, the last Annual
Report filed by the Company with the Commission was an amended Annual
Report for the fiscal year ended December 31, 1990.  The December 31,
1990 Amended Annual Report was filed with the Commission on or about
August 15, 1991.  Prior to 1998, the last Quarterly Report on Form 10-Q
filed by the Company with the Commission was a Quarterly Report for the
period ended September 30, 1991.  The September 30, 1991 Quarterly
Report was filed with the Commission on or about December 9, 1991.  In
order to render itself current with its reporting obligations under the
1934 Act, the Company has filed with the Commission Annual Reports on
Form 10-KSB for the years ended December 31, 1991, 1992, 1993, 1994,
1995, 1996, 1997, 1998, and 1999, and Quarterly Reports on Form 10-QSB
for the quarterly periods ended March 31, June 30, and September 30,
1992, 1993, 1994, 1995, 1996, 1997, 1998, 1999 and 2000.  The Company
has completed and filed with the Commission audited financial statements
prepared in accordance with general accepted accounting principles for
the fiscal periods ended December 31, 1993, 1994, 1995, 1996, 1997, 1998
and 1999.

In 1991, the Company sold its only operating assets realizing a loss of
approximately $1,655,000.  The Company has not engaged in any material
business activities since and has written off all material assets which
it had on its books at December 31, 1991.  During November, 1997, the
Company sold an aggregate of 3,100,000 shares of Common Stock for
aggregate proceeds of $31,000, and agreed to issue 300,000 shares for
services rendered (which shares were issued during 1999).  During 1999,
the Company issued an additional 1,960,000 shares for an aggregate
purchase price of $19,600, which includes $4,600 for services that were
rendered to the Company.  During 2000, the Company issued an additional



<PAGE>                              -9-



500,000 shares for an aggregate purchased price of $5,000.  After
payment of expenses incurred during the past year, at December 31, 2000,
the only asset which the Company possessed was cash in the amount of
$935.  (See "Financial Statements" and "Business".)   The Company plans
to continue to utilize these funds and any other funds obtained through
loans or sale of securities to operate and maintain the Company, to
continue to fulfill the Company's reporting obligations with the SEC,
and to attempt to seek out a suitable business opportunity.  As a result
of the Company's limited assets and the potential for other presently
unforeseeable obstacles, there can be no assurance that the Company will
be successful in this effort.  See "Business".

Financial Condition
-------------------

At December 31, 2000, the Company had current assets and total assets
of $935 as compared to current assets and total assets of $13,261 at
December 31, 1999; liabilities of $740 as of December 31, 2000, as
compared to liabilities of $5,266 as of December 31, 1999, and a net
worth of $195 as of December 31, 2000, as compared to a net worth of
$13,261 at December 31, 1999.  The decrease in net worth was the result
of expenses incurred by the Registrant in connection with keeping the
Company current in its periodic filings with the SEC and related
operating expenses.  See "Business" and "Financial Statements".

Liquidity
---------

Since the Company's operating expenses, in management's opinion, will
be minimal during the Company's 2001 fiscal year and until the Company
is able to engage in meaningful operations, the Company does not now
anticipate a significant liquidity deficiency.  It is anticipated that
the Company's current management and others will fund the Company's
operations, if required, by loans and/or further contributions of
capital.  The Company has no present commitment that is likely to result
in its liquidity increasing or decreasing in any material way.  In
addition, the Company knows of no trend, additional demand, event or
uncertainty that will result in, or that are reasonably likely to result
in, the Company's liquidity increasing or decreasing in any material
way.

Capital Resources
-----------------

The Company has no material commitments for capital expenditures.  The
Company knows of no material trends, favorable or unfavorable, in the
Registrant's capital resources.  The Company has no outstanding credit
lines or credit commitments in place and has no current need for
financial credit.

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

The Company has not had any material operations since 1991.  The Company
had no revenues for the fiscal year ended December 31, 2000.  During the
fiscal year ended December 31, 2000, the Company incurred expenses in
the amount of $12,800 in connection with bringing the Company current



<PAGE>                              -10-



in its periodic reporting, and other miscellaneous expenses.  During
2000, the Company did not engage in any meaningful operations.

The Registrant knows of no trends or uncertainties that had, or that the
Company reasonably expects will have, a materially favorable or
unfavorable impact on sales, revenues or income from operations.  Other
than expenses incurred in the preparation and filing of its delinquent
and current reports on Forms 10-KSB and Forms 10-QSB and related
expenses, the Registrant knows of no events that caused a material
change in the relationship between its costs and revenues, and knows of
no such cause for the future.  The Company's income has been unaffected
by inflation.  See "Business".

ITEM 7.  FINANCIAL STATEMENTS
         --------------------

The financial statements required pursuant to this Item 7 are included
in this Form 10-KSB as a separate section commencing on page F-1 and are
hereby incorporated by reference into this Item 7.

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

Not applicable.



<PAGE>                              -11-



                                 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 as of the date of
this report are as follows:


Name                     Age     Position
----                     ---     --------

John P. Little           59      President and Director

Bert L. Gusrae           64      Vice President and Director

David A. Carter          50      Secretary/Treasurer and Director


John P. Little joined the Company in 1991 as a director and has served
as President and as a director of the Company since 1992.  Mr. Little
is also President of Southern Leasing Services, Inc.,  a private company
engaged in equipment leasing with offices in North Palm Beach, Florida.
He is also a director of Westmark Group Holdings, Inc., a public company
seeking a business combination.  From October, 1993 to December, 1997,
Mr. Little was also Senior Vice President of Trans-Ocean Investment
Corporation, an advisor to individuals and corporations with regard to
investment possibilities within Europe.  Mr. Little holds the Bachelors
of Business Administration degree from the University of Mississippi
with emphasis in banking, finance and accounting.  Mr. Little also
operates a consulting practice providing services to international
business investors requiring local contacts and banking practices
knowledge, principally in the Carribean basin.  In his consulting
practice, Mr. Little emphasizes the formation of international business
corporations, trusts and other business entities engaged in
international business and investments.

Bert L. Gusrae has been a Vice-President and a Director of the Company
since November 21, 1997.  Mr. Gusrae is an attorney, and during the past
five years, he has been of counsel to David A. Carter, P.A., and Gusrae,
Kaplan & Bruno.

David A. Carter has been Secretary/Treasurer and a Director of the
Company since November 21, 1997.  Mr. Carter has managed a legal
practice under the name David A. Carter, P.A. since October 1990.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange



<PAGE>                              -12-



Act") requires the Company's officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity
securities (collectively the "Reporting Persons") to file reports and
changes in ownership of such securities with the Securities and Exchange
Commission and the Company.  Based solely upon a review of (i) Forms 3
and 4 and amendments thereto furnished to the Company pursuant to Rule
16a-3(e), promulgated under the Exchange Act, during the Company's
fiscal year ended December 31, 1999 and (ii) Forms 5 and any amendments
thereto and/or written representations furnished to the Company by any
Reporting Persons stating that such person was not required to file a
Form 5 during the Company's fiscal year ended December 31, 1998, it has
been determined that no Reporting Persons were delinquent with respect
to such person's reporting obligations set forth in Section 16(a) of the
Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

The following table sets forth summary compensation information with
respect to compensation paid by the Company to the Chief Executive
Officer of the Company ("CEO") and the Company's four most highly
compensated executive officers other than the CEO, who were serving as
executive officers during the Company's fiscal year ended December 31,
2000.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                   SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
                                    Annual Compensation                     Long-Term Compensation
                               ---------------------------------------    ---------------------------
                                                                             Awards         Payouts
                                                                          ---------------------------
Name and                                                  Other           Restricted                     All
Principal                                                 Annual          Stock      Options/ LTIP       Other
Position              Year     Salary         Bonus(2)    Compensation    Awards     SARS     Payouts    Compensation
---------------------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>            <C>         <C>             <C>        <C>      <C>        <C>

John P, Little
  President           2000     $-0-           $-0-        $-0-            -0-        -0-      -0-        -0-

Bert L. Gusrae
 Vice President       2000     $-0-           $-0-        $-0-            -0-        -0-      -0-        -0-

David A. Carter
 Secretary/Treasurer  2000     $-0-           $-0-        $-0-            -0-        -0-      -0-        -0-



</TABLE>


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

The following table sets forth, as of the date of this report, certain
information concerning beneficial ownership of the Company's Common
Stock by (i) each person known to the Company to own 5% or more of the
Company's outstanding Common Stock, (ii) all directors of the Company
and (iii) all directors and officers of the Company as a group:



<PAGE>                              -13-


<TABLE>
<CAPTION>

                            Shares
Name and Address            Beneficially             Percent of
of Beneficial Owner         Owned (1)                    Class
-------------------         ------------             ----------
<S>                         <C>                      <C>

David A. Carter               1,150,000                 15.3%
21218 St. Andrews Blvd.
#642
Boca Raton, Florida 33431

Bert L. Gusrae                1,150,000                 15.3%
21218 St. Andrews Blvd.
#642
Boca Raton, Florida 33431

Alicia M. LaSala                750,000                 10.0%
6674 Serena Lane
Boca Raton, Florida 33433

Leonard Marshall                700,000                  9.3%
21756 Marigot Drive
Boca Raton, Florida 33436

Eugene M. Kennedy               560,000                  7.5%
517 S.W. 1st Avenue
Ft. Lauderdale, FL 33301

MIV, Inc.(2)(3)                 550,000                  7.3%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403

Austral Financial
Services, Inc.(2)(3)            400,310                  5.3%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403

Alfred Schiffrin                400,000                  5.3%
6760 S. Grande Drive
Boca Raton, FL 33433

Clearlake Properties, Inc.(4)   400,000                  5.3%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403

All Directors and Executive
 Officers as a Group
 (3 persons)                  3,250,310                 43.2%
________________________

(1)  As used herein, the term beneficial ownership with respect to a
     security is defined by Rule 13d-3 under the Securities Exchange


<PAGE>                              -14-



     Act of 1934 as consisting of sole or shared voting power
     (including the power to vote or direct the vote) and/or sole or
     shared investment power (including the power to dispose or direct
     the disposition of) with respect to the security through any
     contract, arrangement, understanding, relationship or otherwise,
     including a right to acquire such power(s) during the next 60
     days.  Unless otherwise noted, beneficial ownership consists of
     sole ownership, voting and investment rights.

(2)  Carole A. Little is the beneficial owner of 100% of the issued and
     outstanding securities of MIV, Inc.  The Registrant's President
     and director, John P. Little claims beneficial ownership of all of
     MIV, Inc.'s Common Stock.   The MIV, Inc. Tele-Optic shares should
     be deemed controlled by and attributed to Mr. Little.  The
     Registrant's President and director, John P. Little, is the
     beneficial owner of 100% of the issued and outstanding securities
     of Austral Financial Services, Inc.  The Austral Financial
     Services, Inc. Tele-Optic shares should be deemed controlled by,
     and attributed to, Mr. Little.  Mr. Little should be deemed to be
     in control of 19% of the Registrant's voting stock.

(3)  Carole A. Little and John P. Little are husband and wife.

(4)  Clearlake Properties, Inc. is controlled by Gregory D. Little,
     John Little's son.  John Little disclaims any beneficial ownership
     of these shares.
______________________

</TABLE>



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

On November 21, 1997, (the "Closing Date"), new investors, including the
Company's current management (the "Buyers"), completed the purchase of
an aggregate of 3,100,000 shares of the Company's Common Stock (the
"Purchased Shares"), representing approximately sixty-two (62%) percent
of the Company's then issued and outstanding Common Stock as of the
Closing Date.  The Purchased Shares were acquired from the authorized
but previously unissued shares of the Company's Common Stock.  As part
of the aggregate purchase price for the Purchased Shares, the Buyers
agreed to pay certain obligations of the Company, including certain past
due and current accounting and legal fees, stock transfer agent fees,
franchise taxes, state and federal taxes, and other expenses incurred
or to be incurred in connection with bringing the Company current with
respect to reporting obligations under the 1934 Act.  As a result, the
Company has filed certain disclosure documents with the Securities and
Exchange Commission ("SEC"), including Annual Reports on Form 10-KSB and
Quarterly Reports on Form 10-QSB.  Simultaneously with the acquisition
of the Purchased Shares, an additional 300,000 shares of the Company's



<PAGE>                              -15-



Common Stock was acquired by a member of the law firm which represented
the Company in connection with the transaction.  Such shares were issued
during 1999.

In addition, since the Closing Date, the Buyers and others have provided
additional sufficient funds in the form of equity investment to ensure
the Company's viability and permit the Company to continue its limited
operations and pursue business opportunities, including a possible
business combination, merger or similar transaction.  During 1999, the
Company issued an additional 1,960,000 shares for an aggregate purchase
price of $19,600, which includes $4,600 for services that were rendered
to the Company.  During 2000, the Company issued an additional 500,000
shares for an aggregate purchase price of $5,000.  The Company continues
to engage in no commercial operations at this time.  See "Financial
Statements".




<PAGE>                              -16-



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

(a)(3)    The following Exhibits are incorporated as part of this report

    3.1   Certificate of Incorporation1

    3.2   By-laws[1]

    3.3   Form of certificate evidencing shares of
           Common Stock[1]

   16.1   Letter on Change in Certifying Accountant
_________________

   [1]    Filed as an exhibit to the Company's Registration Statement
           on Form S-18 (File No: 33-13609-A) and incorporated herein
           by reference.


(b)  Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the
     quarter ended December 31, 2000.



<PAGE>                              -17-



                                 SIGNATURES


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

                                  TELE-OPTICS, INC.



Dated: March 15, 2001          By:/s/John P. Little
                                  -------------------------
                                  John P. Little, President
                                  and Director



In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.

Signature                  Capacity              Date
---------                  --------              ----


/s/John P. Little          President             March 15, 2001
-----------------           and Director
John P. Little


/s/Bert L. Gusrae          Vice President        March 15, 2001
-----------------           and Director
Bert L. Gusrae


/s/David A. Carter         Secretary/Treasurer   March 15, 2001
-----------------           and Director
David A. Carter



<PAGE>                              -18-




                            SEC FILE NO. 0-161470



                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                      _______________________________

                                  EXHIBITS

                                    TO

                                FORM 10-KSB

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                   _______________________________

              FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                    OF

                            TELE-OPTICS, INC.



<PAGE>                              -19-



                        INDEX TO FINANCIAL STATEMENTS
                        -----------------------------


Independent Auditor's Report...........................F-2

Balance Sheet..........................................F-3

Statements of Operations...............................F-4

Statements of Shareholders' Equity.....................F-5

Statements of Cash Flows...............................F-6

Notes to Financial Statements..........................F-7



<PAGE>                              F-1



                        INDEPENDENT AUDITOR'S REPORT
                        ----------------------------


To the Board of Directors and Shareholders
Tele-Optics, Inc.
Boca Raton, Florida

I have audited the accompanying balance sheet of Tele-Optics, Inc. as
of December 31, 2000, and the related statements of operations,
shareholders' equity, and cash flows for the two years then ended.
These financial statements are the responsibility of the management.
My responsibility is to express an opinion on these financial statements
based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I 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.  I believe
that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tele-Optics,
Inc. as of December 31, 2000, and the results of its operations and its
cash flows for the two years then ended in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note E
to the financial statements, the Company has sustained recurring
operating losses and has minimal assets.  These factors raise
substantial doubt about the Company's ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in Note E.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Thomas W. Klash
Certified Public Accountant
Hollywood, Florida
January 31, 2001



<PAGE>                              F-2



                              TELE-OPTICS, INC.
                       (A Development Stage Company)
                               BALANCE SHEET
                             DECEMBER 31, 2000



                                   ASSETS
                                   ------

CURRENT ASSETS:
  Cash                                                    $       935
                                                           ==========



                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  ------------------------------------

CURRENT LIABILITIES:
  Accounts payable                                        $       740
                                                           ----------
SHAREHOLDERS' EQUITY:
  Common stock, par value $.001;
     Authorized 100,000,000 shares;
     issued and outstanding
     7,500,000 shares                                           7,500
  Additional paid-in capital                                1,755,454
  Accumulated deficit - prior operating                    (1,707,209)
  Deficit accumulated during
     development stage                                        (55,550)
                                                           ----------
     TOTAL SHAREHOLDERS' EQUITY                                   195
                                                           ----------
     TOTAL LIABILITIES AND EQUITY                         $       935
                                                           ==========


See accompanying notes to financial statements.



<PAGE>                              F-3



                               TELE-OPTICS, INC.
                       (A Development Stage Company)
                         STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                            Cumulative
                                                            Development
                                                            Stage
                                    2000          1999      Amounts
                                 ---------     ---------    -----------
<S>                              <C>           <C>          <C>

REVENUES                         $      -      $      -     $      -


COSTS AND EXPENSES                   12,800        42,750       55,550
                                  ---------     ---------    ---------
NET (LOSS)                       $  (12,800)   $  (42,750)  $  (55,550)
                                  =========     =========    =========
NET (LOSS) PER COMMON SHARE      $      -      $     (.01)  $     (.01)
                                  =========     =========    =========
AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING             7,205,480     4,984,000    6,095,456
                                  =========     =========    =========

</TABLE>

See accompanying notes to financial statements.



<PAGE>                              F-4



                               TELE-OPTICS, INC.
                        (A Development Stage Company)
                      STATEMENTS OF SHAREHOLDERS' EQUITY
                    YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                  Common Stock
                                $.001 Par Value           Additional
                           Authorized 100,000,000 Shares   Paid-In      Treasury        Accumulated
                              Shares           Amount      Capital      Stock            (Deficit)       Total
                              ------           ------     ----------    --------        -----------    ----------
<S>                           <C>              <C>        <C>            <C>            <C>            <C>

Balance - January 1, 1999     4,470,000        $ 47,400   $ 1,863,042    $(175,088)     $(1,707,209)   $   28,145

Issuance of common stock
  for services                  300,000           3,000          -            -               -             3,000

Reduction in par value per
  share from $.01 to $.001          -           (45,360)       45,360         -               -              -

Issuance of common stock
  for cash                    1,500,000           1,500        13,500         -               -            15,000

Issuance of common stock
  for services                  460,000             460         4,140         -               -             4,600

Cancellation of treasury
  stock                             -              -         (175,088)     175,088            -              -

Net (loss) for 1999                 -              -             -            -             (42,750)      (42,750)
                              ---------         -------   -----------   ----------      -----------     ---------
Balance - December 31, 1999   7,000,000           7,000     1,750,954         -          (1,749,959)        7,995

Issuance of common stock
  for cash                      500,000             500         4,500         -               -             5,000

Net (loss) for 2000                 -              -             -            -             (12,800)      (12,800)
                              ---------         -------   -----------   ----------      -----------     ---------
Balance - December 31, 2000   7,500,000         $ 7,500   $ 1,755,464   $     -         $(1,762,759)    $     195
                              =========         =======   ===========   ==========      ===========     =========


Note: Accumulated deficit reflected in
      accompanying balance sheet as:     Accumulated Deficit - prior operating             $(1,707,209)
                                         Deficit Accumulated during Development Stage      $   (55,550)
                                                                                           -----------
                                                                                           $(1,762,759)
                                                                                           ===========


</TABLE>


See accompanying notes to financial statements



<PAGE>                              F-5



                                TELE-OPTICS, INC.
                         (A Development Stage Company)
                          STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                       Cumulative
                                                                       Development
                                           2000           1999         Stage Amounts
                                         ---------      ---------      --------------
<S>                                      <C>            <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)                             $  (12,800)    $  (42,750)    $  (55,550)
  Adjustments to reconcile net
     (loss) to net cash used in
     operating activities:
       Increase (decrease) in
         accounts payable                    (4,526)         5,266            740
       Stock issued for services                -            7,600          7,600
                                         ----------     ----------     ----------
  Net cash used in
    operating activities                    (17,326)       (29,884)       (47,210)
                                         ----------     ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Sale of common stock                        5,000         15,000         20,000
                                         ----------     ----------     ----------
  Net cash provided by (used in)
     financing activities                     5,000         15,000         20,000
                                         ----------     ----------     ----------

Net (Decrease) in cash                      (12,326)       (14,884)       (27,210)

CASH - BEGINNING                             13,261         28,145         28,145
                                         ----------     ----------     ----------
CASH - ENDING                            $      935     $   13,261     $      935
                                         ==========     ==========     ==========
</TABLE>

See accompanying notes to financial statements.



<PAGE>                              F-6



                               TELE-OPTICS, INC.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2000


NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          ------------------------------------------

          Operations - Tele-Optics, Inc. (the "Company") was
          incorporated in the state of Delaware on December 31, 1986.
          In 1987, the Company issued shares of its common stock
          pursuant to a public offering.  The Company was engaged in
          the manufacture of optical products until 1991 when all
          assets and operations were sold.

          The Company was inactive from 1992 through 1998.  Since 1999,
          the Company has devoted its activities to raising capital,
          becoming current on all previously delinquent regulatory
          reporting obligations, and seeking to effect a merger or
          acquisition with a company that management believes to have
          significant growth potential.  Accordingly, the Company is
          classified as a Development Stage Company, effective January
          1, 1999.

          Estimates - The preparation of financial statements in
          conformity with generally accepted accounting principles
          requires 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 statement and the reported amounts of
          revenues and expenses during the reporting period.  Actual
          results could differ from those estimates.

          Income Taxes - Deferred taxes are provided on the "liability"
          method whereby deferred tax assets are recognized for
          operating loss carryforwards.  Deferred tax assets are
          reduced by a valuation allowance, when, in the opinion of
          management, it is more likely than not that some portion or
          all of the deferred tax asset will not be realized.

          Loss Per Share - Loss per common share is based upon the
          weighted average number of common shares outstanding during
          the period.

          Cash and Cash Equivalents - The Company considers all highly
          liquid investments, with a maturity date of three months or
          less at the time of purchase, to be cash equivalents.



<PAGE>                              F-7



NOTE B -  COMMON STOCK TRANSACTIONS
          -------------------------

          Treasury Stock - In November, 1988, the Company purchased
          50,000 of its $.01 par value common stock in the open market
          for $175,088.  The acquired shares decreased common stock
          outstanding for financial statement purposes.

          During 1999, the Company cancelled the shares acquired.  Cost
          of shares acquired and cancelled was offset against
          additional paid-in capital in the accompanying statement of
          shareholders' equity.

          Common Stock - In October, 1999, the Company's Board of
          Directors authorized an amendment of the Company's
          Certificate of Incorporation to increase the authorized
          common stock from 5,000,000 shares, $.01 par value to
          100,000,000 shares, $.001 par value.

NOTE C -  RELATED PARTY TRANSACTIONS
          --------------------------

          Occupancy and Administrative Costs - For 1999 and 2000,
          certain of the Company's administrative costs were paid by
          certain shareholders and other affiliated entities.  The
          financial statements do not include these costs.  No estimate
          has been made as to the effect these costs would have on
          reported results of operations.

          Non-Monetary Transactions - During 1999, the Company issued
          760,000 common shares to individuals providing legal and
          administrative services.  Fair value of services rendered
          ($7,600) was used in valuing the shares issued in the
          accompanying financial statements.

NOTE D -  INCOME TAXES
          ------------

          Deferred taxes relating to the tax benefit the Company's net
          operating loss was offset by a valuation allowance due to the
          uncertainty of profitable operations in the future.

          The Company's net operating loss carryforward of
          approximately $1,658,000 may be carried forward through the
          year 2016 for tax purposes, to offset taxable income.



<PAGE>                              F-8


NOTE E -  GOING CONCERN UNCERTAINTY
          -------------------------

          The Company has sustained recurring operating losses and has
          minimal assets.  These factors raise substantial doubt as to
          the Company's ability to continue as a going concern.
          Management's plans regarding this uncertainty is to raise
          additional working capital and to seek potential merger
          candidates.



<PAGE>                              F-9