U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[x]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended - February 28, 2001

                                       OR

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

                         Commission file number 0-29901


                             BURNAM MANAGEMENT INC.
                 (Name of Small Business Issuer in its charter)



            Delaware                                     98-0220849
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


 128  April Rd. Port Moody B.C. Canada                     V3H-3M5
(Address of principal executive offices)                  (Zip Code)

                   Issuer's telephone number: (604) 469-8901

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

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

                    Common Stock, $.0001 par value per share
                                (Title of class)

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

     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 registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The number of shares of Common  Stock,  $0.001 par  value,  outstanding  on
February 28, 2001, was 5,000,000 shares, held by one stockholder.

<PAGE>

                                     PART I

Item 1.  Description of Business

     Burnam  Acquisition  Inc. (the "Company") was incorporated on March 3, 2000
under  the laws of the State of  Delaware  to  engage  in any  lawful  corporate
undertaking,  including,  but not limited to, selected mergers and acquisitions.
The  Company has been in the  developmental  stage  since  inception  and has no
operations to date other than issuing shares to its original shareholder.

     The Company's  purpose is to seek,  investigate and, if such  investigation
warrants,  acquire an interest in a business  entity  which  desires to seek the
perceived advantages of a Inc. which has a class of securities  registered under
the  Exchange  Act.  The Company  will not  restrict  its search to any specific
business,  industry,  or  geographical  location  and  it may  participate  in a
business venture of virtually any kind or nature. Management anticipates that it
will be able to participate in only one potential  business  venture because the
Company has nominal assets and limited financial resources.

     The  Company  registered  its  common  stock on a Form  10-SB  registration
statement  filed pursuant to the Securities  Exchange Act of 1934 (the "Exchange
Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange
Commission  periodic and current  reports  under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports Form 10-KSB.

Item 2.  Description of Property

     The Company has no properties and at this time has no agreements to acquire
any properties.  The Company currently uses the offices of management at no cost
to the Company.  Management  has agreed to continue this  arrangement  until the
Company completes a business combination.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the Company.

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

     No  matter  was  submitted  to a vote  of  security  holders,  through  the
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year covered by this report.

                                       2
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     Following a business  combination,  a target  company will normally wish to
cause  the  Company's  common  stock  to  trade  in one or  more  United  States
securities markets.  The target company may elect to take the steps required for
such admission to quotation following the business  combination or at some later
time.

     If,  after  a  business   combination,   the  Company  does  not  meet  the
qualifications  for listing on the Nasdaq SmallCap Market, the Company may apply
for quotation of its securities on the NASD OTC Bulletin Board. In certain cases
the  Company  may  elect to have its  securities  initially  quoted in the "pink
sheets" published by the National Quotation Bureau, Inc.

     To have its  securities  quoted  on the NASD OTC  Bulletin  Board a company
must:

     (1) be a company  that  reports its current  financial  information  to the
Securities and Exchange Commission, banking regulators or insurance regulators;

     (2) has at least one market maker who  completes  and files a Form 211 with
NASD Regulation, Inc.

     The NASD OTC Bulletin Board is a dealer-driven  quotation  service.  Unlike
the Nasdaq Stock Market,  companies  cannot  directly  apply to be quoted on the
NASD OTC Bulletin  Board,  only market  makers can initiate  quotes,  and quoted
companies  do not  have to meet any  quantitative  financial  requirements.  Any
equity security of a reporting  company not listed on the Nasdaq Stock Market or
on a national securities exchange is eligible.

     In order to qualify for listing on the Nasdaq  SmallCap  Market,  a company
must  have  at  least  (i)  net  tangible   assets  of   $4,000,000   or  market
capitalization  of  $50,000,000 or net income for two of the last three years of
$750,000;  (ii) a  public  float of  1,000,000  shares  with a  market  value of
$5,000,000;  (iii) a bid price of  $4.00;  (iv)  three  market  makers;  (v) 300
shareholders  and (vi) an  operating  history  of one year or,  if less than one
year, $50,000,000 in market capitalization.  For continued listing on the Nasdaq
SmallCap  Market,  a  company  must  have at least  (i) net  tangible  assets of
$2,000,000 or market  capitalization of $35,000,000 or net income for two of the
last three  years of  $500,000;  (ii) a public  float of 500,000  shares  with a
market value of $1,000,000;  (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.

     In general there is greatest  liquidity for traded securities on the Nasdaq
SmallCap  Market,  less on the  NASD  OTC  Bulletin  Board,  and  least  through
quotation by the National Quotation Bureau, Inc. on the "pink sheets". It is not
possible to predict  where,  if at all,  the  securities  of the Company will be
traded following a business combination.

     During the past three years, the Company has sold securities which were not
registered as follows:

DATE                     NAME         NUMBER OF SHARES       CONSIDERATION

March 3, 2000       Gerald Ghini (1)     5,000,000               $210

--------------
(1)  Mr. Ghini, is the president and sole director of the Company.

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

     The Company will attempt to locate and negotiate with a business entity for
the combination of that target company with the Company.  The  combination  will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange (the "business combination"). In most instances the target company will
wish to structure  the business  combination  to be within the  definition  of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.  No  assurances  can be given that the Company will be
successful in locating or negotiating with any target business.

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

     In  implementing  a structure for a particular  business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture, or licensing agreement with another Inc. or entity.

     It  is  anticipated  that  any  securities  issued  in  any  such  business
combination would be issued in reliance upon exemption from  registration  under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated  element of its transaction,  the Company may agree to register all
or a part of such securities immediately after the transaction is consummated or
at  specified  times  thereafter.  If  such  registration  occurs,  it  will  be
undertaken  by the  surviving  entity  after the  Company  has  entered  into an
agreement for a business combination or has consummated a business  combination.
The issuance of additional  securities and their potential sale into any trading
market  which may  develop in the  Company's  securities  may depress the market
value of the Company's  securities in the future if such a market  develops,  of
which there is no assurance.

     The  Company  will  participate  in a business  combination  only after the
negotiation and execution of appropriate agreements.  Negotiations with a target
company  will likely  focus on the  percentage  of the Company  which the target
company shareholders would acquire in exchange for their shareholdings. Although
the terms of such agreements cannot be predicted, generally such agreements will
require  certain  representations  and warranties of the parties  thereto,  will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which  must be  satisfied  by the  parties  prior to and after  such
closing and will include  miscellaneous  other terms.  Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at such time.

The  Company  has  entered  into an  agreement  with  Gerald  Ghini  , its  sole
shareholder,   to  supervise  the  search  for  target  companies  as  potential
candidates  for a business  combination.  The agreement will continue until such
time as the Company has effected a business combination. Gerald Ghini has agreed
to pay all expenses of the Company until such time as abusiness  combination  is
effected,  without repayment. Mr. Ghini, is the sole officer and director of the
Company.

     The Company  does not  anticipate  expending  funds  itself for  locating a
target company. Mr. Ghini, the officer and director of the Company, provides his
services  without charge or repayment.  The Company will not borrow any funds to
make any payments to the Company's management,  its affiliates or associates. If
Gerald Ghini stops or becomes unable to continue to pay the Company's  operating
expenses,  the  Company  may not be able to  timely  make its  periodic  reports
required  under the  Exchange  Act nor to continue to search for an  acquisition
target.  In such event, the Company would seek  alternative  sources of funds or
services, primarily through the issuance of its securities.

     Gerald Ghini may locate  potential  target companies for the Company and is
authorized to enter into any agreement with a potential  target company  binding
the Company. Gerald Ghini may provide assistance to target companies incident to
and following a business  combination,  and receive  payment for such assistance
from target companies.  The agreement with Gerald Ghini is not exclusive and the
Company may enter into similar agreements with other persons or entities.

     The Board of Directors has passed a resolution which contains a policy that
the Company  will not seek a business  combination  with any entity in which the
Company's officer,  director,  shareholders or any affiliate or associate serves
as an officer or director or holds any ownership interest.

Item 7.  Financial Statements

     The financial  statements for the year ended February 28, 2001 are attached
to this filing.

                                        3
<PAGE>

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

     There were no changes in or  disagreements  with  accountants on accounting
and financial disclosure for the period covered by this report.

                                    PART III

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

     The Director(s) and Officer(s) of the Company are as follows:

     Name                 Age    Positions and Offices Held
     ----------------     ---    --------------------------
     Gerald Ghini          51     President, Secretary, Director

     There are no  agreements or  understandings  for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.

     Set forth below is the name of the director and officer of the Company, all
positions  and offices  with the Company  held,  the period  during which he has
served as such, and the business experience during at least the last five years:

                              PROFESSIONAL HISTORY

2000 - Present

Gerald  Ghini acts as  President,  Secretary,  Treasurer  and  Director  for the
Company.  Mr. Ghini has also acted as Officer and Director of Scovel  Mgnt.Inc.,
Allmon Mgnt. Inc.,  Anmore Mgnt Inc.,  Burnam Mgnt. Inc.,  Burnam Mgnt Inc., and
Raybor Mgnt. Inc.

August 1977 - 2000

Mr.Ghini  has been  primarily  involved in all the  various  aspects of the Real
Estate  industry  during the past two decades.  In the years 1991-1999 Mr. Ghini
served  as  a  consultant  for  private   companies   involved  in  real  estate
developments.  Responsibilities included the assembly, design, rezoning and sale
to  contractors  of turnkey,  ready to build  multi-family  sites in the Greater
Vancouver B.C. area.  During the years  1977-1991 Mr. Ghini worked as a licensed
Realtor  involved in residential and commercial sales throughout the Province of
British Columbia.

Other Similar Companies

     Gerald  Ghini,  the  president  of the  Company,  has been and is currently
involved with  companies  similar to this one. The initial  business  purpose of
each of these  companies was or is to engage in a business  combination  with an
unidentified company or companies.

Conflicts of Interest

     A  conflict  may arise in the event that a similar  company  with which Mr.
Ghini is affiliated also actively seeks a target company. It is anticipated that
target companies will be located for the Company and other similar  companies in
chronological  order of the date of formation of such  companies or, in the case
of companies formed on the same date,  alphabetically.  However, other companies
may differ  from the  Company in certain  items such as place of  incorporation,
number  of  shares  and  shareholders,  working  capital,  types  of  authorized
securities, or other items. It may be that a target company may be more suitable
for or may prefer a certain  company  formed after the Company.  In such case, a
business  combination  might be  negotiated  on behalf of the more  suitable  or
preferred similar company regardless of date of formation.

     Mr. Ghini is a business consultant in the Vancouver , B.C. As such, demands
may be placed on the time of Mr.  Ghini which would  detract  from the amount of
time he is able to devote to the Company.  Mr.  Ghini  intends to devote as much
time to the  activities  of the  Company as  required.  However,  should  such a
conflict  arise,  there is no assurance that Mr. Ghini would not attend to other
matters prior to those of the Company.

     The terms of  business  combination  may  include  such terms as Mr.  Ghini
remaining a director or officer of the Company and/or as a consultant. The terms
of a business  combination  may  provide for a payment by cash or  otherwise  to
Gerald Ghini by a target  business for the purchase of all or some of the common
stock of the Company owned by Gerald  Ghini.  Mr. Ghini would  directly  benefit
from such employment or payment.  Such benefits may influence Mr. Ghini's choice
of a target business.

     Management may agree to pay finder's fees, as appropriate  and allowed,  to
unaffiliated  persons who may bring a target  business to the Company where that
reference results in a business combination. The amount of any finder's fee will
be subject to negotiation, and cannot be estimated at this time. No finder's fee
will be  paid  to the  management  or  promoters  of the  Company,  or to  their
associates  or  affiliates.  No loans of any type have been, or will be, made to
management  or  promoters  of  the  Company  or to any of  their  associates  or
affiliates.

     The  Company  will not enter into a business  combination,  or acquire  any
assets of any kind for its securities,  in which  management or promoters of the
Company or any affiliates or associates have any interest, direct or indirect.

     There are no binding  guidelines  or  procedures  for  resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company  could result in liability  of  management  to the Company.
However, any attempt by shareholders to enforce a liability of management to the
Company would most likely be prohibitively expensive and time consuming.

Item 10.  Executive Compensation

     The Company's  officer and director does not receive any  compensation  for
his services  rendered to the Company,  nor has he received such compensation in
the past. The officer and director is not accruing any compensation  pursuant to
any agreement with the Company. However, the officer and director of the Company
anticipates receiving benefits as a beneficial shareholder of the Company.

     No retirement,  pension, profit sharing, stock option or insurance programs
or other  similar  programs  have been adopted by the Company for the benefit of
its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following  table sets forth, as of February 28, 2001, each person known
by the  Company  to be the  beneficial  owner  of  five  percent  or more of the
Company's  common stock and the  director and officer of the Company.  Except as
noted,  the holder thereof has sole voting and investment  power with respect to
the shares shown.

Name and Address              Amount of Beneficial    Percent of
of Beneficial Owner           Ownership               Outstanding Stock
-------------------           --------------------    ------------------

Gerald Ghini                  5,000,000               100%
128 April Rd.
Port Moody B.C.
Canada V3H-3M5

All Executive Officers and
Directors as a Group
(1 Person)                    5,000,000               100%

                                        5
<PAGE>

(1)  Mr. Ghini is the sole director and controlling shareholder of Company.

Item 12.  Certain Relationships and Related Transactions

     On March 3, 2000, the Company issued a total of 5,000,000  shares of Common
Stock to the following person for a total of $210 in cash:

                                NUMBER OF        TOTAL
     NAME                       SHARES           CONSIDERATION
                                ---------        -------------

     GERALD Ghini              5,000,000          $210

     The Board of Directors has passed a resolution which contains a policy that
the Company will not seek an  acquisition or merger with any entity in which the
Company's  officer,  director or shareholder  or their  affiliates or associates
serve as officer or director or hold any ownership  interest.  Management is not
aware of any circumstances under which this policy may be changed.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There  were no  reports  on Form 8-K filed by the  Company  during the
          quarter ended February 28, 2001.

                                   SIGNATURES

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

                             BURNAM ACQUISITION INC.


                              By: /s/ Gerald Ghini
                                  ----------------------
                                  Gerald Ghini, President

Dated:  May 3, 2001


     Pursuant  to the  Securities  Exchange  Act of 1934,  this  report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

NAME                        OFFICE        DATE

/s/ Gerald Ghini           Director      May 3, 2001

<PAGE>

                             BURNAM ACQUISITION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                             AS OF FEBRUARY 28, 2001

                             BURNAM ACQUISITION INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS


PAGE   1  INDEPENDENT AUDITORS REPORT

PAGE   2  BALANCE SHEET AS OF FEBRUARY 28, 2001

PAGE   3  STATEMENTS OF OPERATIONS FOR THE YEAR ENDED FEBRUARY
          28, 2001 AND FOR THE PERIOD FROM MARCH 3, 2000
          (INCEPTION) TO FEBRUARY 28, 2001

PAGE   4  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE
          PERIOD FROM MARCH 3, 2000 (INCEPTION) TO FEBRUARY 28,
          2001

PAGE   5  STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY
          28, 2001 AND FOR THE PERIOD MARCH 3, 2000 (INCEPTION)
          TO FEBRUARY 28, 2001

PAGES 6 - 8  NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY  28, 2001

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors of:
Burnam Acquisition Inc.
(A Development Stage Company)

I have audited the  accompanying  balance  sheet of Burnam  Acquisition  Inc. (a
development stage company) as of February 28, 2001 and the related statements of
operations,  changes in  stockholder's  equity and cash flows for the year ended
February 28, 2001 and for the period from March 3,  2000(inception)  to February
28, 2001.  These financial  statements are the  responsibility  of the Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States.  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 audit  provides  a  reasonable  basis for our
opinion.

In my opinion,  the financial statements referred to above present fairly in all
material  respects,  the  financial  position  of  Burnam  Acquisition  Inc.  (a
development  stage  company) as of  February  28,  2001,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
March 3, 2000  (inception)  to February 28, 2001 in conformity  with  accounting
principles generally accepted in the United States.

Stephen J. Bush

Port Moody B.C.
May 1, 2001

                                       2.
<PAGE>

                             BURNAM MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF FEBRUARY 28, 2001
                             -----------------------
                            (EXPRESSED IN US DOLLARS)


                                     ------

Incorporation costs                                                       $  210
                                                                          ------

TOTAL ASSETS                                                              $  210
------------                                                              ======

                      LIABILITIES AND STOCKHOLDER'S EQUITY
                      ------------------------------------

LIABILITIES                                                               $   --

STOCKHOLDER'S EQUITY

   Common Stock, $.0001 par
   value, 100,000,000 shares
   authorized, 5,000,000 issued
   and outstanding                                                           210

TOTAL LIABILITIES AND
---------------------
STOCKHOLDER'S EQUITY                                                      $  210
--------------------                                                      ======

                See accompanying notes to financial statements.

                                       3.
<PAGE>

                             BURNAM MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
                        FOR THE PERIOD FROM MARCH 3, 2000
                        ---------------------------------
                        (INCEPTION) TO FEBRUARY 28, 2001

Revenue                                                                   $   --

Expenses:                                                                     --

INCOME                                                                    $   --
------                                                                    ======

                See accompanying notes to financial statements.

                                              4.
<PAGE>

                             BURNAM MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                        FOR THE PERIOD FROM MARCH 3, 2000
                        ---------------------------------
                        (INCEPTION) TO FEBRUARY 28, 2001


                                                       Accumulated
                                                      Deficit During
                                            Common     Development
                                             Stock        Stage         Total
                                          ----------    ----------    ----------

Common stock issuance                      5,000,000            --    $      210

Net loss for the period ended:
March 3, 2000                                     --            --            --
                                          ----------    ----------    ----------
February 28, 2001                                 --            --            --
                                          ----------    ----------    ----------


BALANCE AT
February 28, 2001                          5,000,000    $       --    $      210
-----------------                         ==========    ==========    ==========

                See accompanying notes to financial statements.

                                              5.
<PAGE>

                             BURNAM MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                        FOR THE PERIOD FROM MARCH 3, 2000
                        ---------------------------------
                        (INCEPTION) TO February 28, 2001


CASH FLOWS FROM
 OPERATING ACTIVITIES:

 Net income                                                              $   --
 Adjustments to reconcile net loss to net cash provided
 by operating activities:


 Net cash provided by
  operating activities                                                       --
                                                                         ------

CASH FLOWS FROM INVESTING  ACTIVITIES

Capitalized incorporation costs                                            (210)
CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Proceeds from issuance
  of common stock                                                           210
                                                                         ------



INCREASE IN CASH AND CASH EQUIVALENTS                                        --

CASH AND CASH EQUIVALENTS-
BEGINNING OF PERIOD                                                          --
                                                                         ------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                $   --
-----------------------------------------                                ======

                See accompanying notes to financial statements.

                                       6.
<PAGE>

                             BURNAM MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF FEBRUARY 28, 2001
                             -----------------------


NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.   SIGNIFICANT ACCOUNTING POLICIES

     A.   Basis of presentation
     --------------------------

     The financial  statements  have been prepared in accordance  with generally
     accepted  accounting  principles  in Canada and are reported in US dollars,
     the Company's  functional  currency.  There are no significant  differences
     from generally accepted accounting  principles in the United States and the
     rules  and   regulations   promulgated   by  the  Securities  and  Exchange
     Commission.  Amounts  reported in the  statements of operations and deficit
     and cash flows for the period ended  February 28, 2001 are from the date of
     the Company's incorporation, March 3, 2000.

     B.   Organization and Business Operations
     -----------------------------------------

     Burnam  Management,  Inc. (a development stage company) ("the Company") was
     incorporated in Delaware on March 3, 2000 to serve as a vehicle to effect a
     merger,  exchange of capital  stock,  asset  acquisition  or other business
     combination  with a domestic or foreign private  business.  At February 28,
     2001, the Company had not yet commenced any formal business operations, and
     all activity to date relates to the  Company's  formation and proposed fund
     raising.

     The Company's ability to commence operations is contingent upon its ability
     to identify a  prospective  target  business  and raise the capital it will
     require through the issuance of equity  securities,  debt securities,  bank
     borrowings or a combination thereof.

     C.   Use of Estimates
     ---------------------

     The  preparation of the 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  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     D.   Cash and Cash Equivalents
     ------------------------------

     For purposes of the  statement  of cash flows,  the Company  considers  all
     highly  liquid  investments  purchased  with an original  maturity of three
     months or less to be cash equivalents.

     E.   Income Taxes
     -----------------

     The  Company  accounts  for income  taxes  under the  Financial  Accounting
     Standards Board of Financial  Accounting Standards No. 109, "Accounting for
     Income Taxes"  ("Statement  109"). Under Statement 109, deferred tax assets
     and liabilities are

                                       7.
<PAGE>

                             BURNAM MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF FEBRUARY 28, 2001
                             -----------------------


NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     E.   Income Taxes - Cont'd
     --------------------------

     recognized  for the future tax  consequences  attributable  to  differences
     between the financial  statement  carrying  amounts of existing  assets and
     liabilities  and their  respective  tax  basis.  Deferred  tax  assets  and
     liabilities  are  measured  using  enacted  tax rates  expected to apply to
     taxable  income  in the  years in which  those  temporary  differences  are
     expected to be recovered  or settled.  Under  Statement  109, the effect on
     deferred tax assets and  liabilities of a change in tax rates is recognized
     in income in the period that  includes the  enactment  date.  There were no
     current or deferred  income tax expenses or benefits due to the Company not
     having any material operations for the period ended March 6, 2000.

     F.   New Accounting Pronouncements
     ----------------------------------

     The Financial  Accounting  Standards  Board has recently issued several new
     accounting  pronouncements.  Statement No. 129,  "Disclosure of Information
     about Capital Structure"  establishes standards for disclosing  information
     about an entity's capital structure,  is effective for financial statements
     for periods  ending  after  December  15, 1998 and has been  adopted by the
     Company.  Statement No. 130, "Reporting  Comprehensive  Income" establishes
     standards  for  reporting  and  display  of  comprehensive  income  and its
     components,  and is effective for fiscal years beginning after December 15,
     1997.  Statement No. 131,  "Disclosures about Segments of an Enterprise and
     Related Information" establishes standards for the way that public business
     enterprises report information about operating segments in annual financial
     statements and requires that those enterprises report selected  information
     about   operating   segments  in  interim   financial   reports  issued  to
     shareholders.  It also establishes  standards for related disclosures about
     products  and  services,  geographic  areas,  and major  customers,  and is
     effective for financial statements for periods beginning after December 15,
     1997. The Company believes that its adoption of Statements 130 and 131 will
     not have a material effect on the Company's  financial  position or results
     of operations

                                       8.
<PAGE>

                             BURNAM MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF FEBRUARY 28, 2001
                             -----------------------


NOTE  2 - STOCKHOLDER'S EQUITY

     A.   Common Stock
     -----------------

     The Company is  authorized to issue  100,000,000  shares of common stock at
     $.0001 par value.  The Company issued  5,000,000  shares to Gerald Ghini, a
     director  of  the   Company,   pursuant  to  Rule  506  for  an   aggregate
     consideration of $210.

     B.   STOCKHOLDER'S EQUITY cont.
     -------------------------------

     At inception the Company  issued  5,000,000  shares of its $.0001 par value
     common stock to an officer as reimbursement  of organization  costs paid by
     the officer. Fair value used for this transaction of $210 is based upon the
     actual cost of incorporation.

NOTE  3 - RELATED PARTIES

     Legal counsel to the Company is a Director of the Company.

     The Company has entered into an agreement with Gerald Ghini for services in
     exchange for shares of the Company's common stock. Other than incorporation
     services  there have been no services  provided by Gerald Ghini through the
     date of this report. When services are provided, the Company will value the
     stock  at the  fair  market  value  of the  shares  or at the  value of the
     services provided, whichever is more readily determinable.