SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         FORM 10-KSB
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934

For the year ended December 31, 2000
Commission File No. 000-29577





                      MELLONCAMP, INC.
   (Exact name of registrant as specified in its charter)




Nevada                                            88-0386352
(State of organization) (I.R.S. Employer Identification No.)

2080 E. Flamingo Rd., Suite 112, Las Vegas, NV  89119
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 650-
5660

Securities registered under Section 12(g) of the Exchange
                                   Act: Common stock, $0.001
                                   par value per share
                                   Preferred stock, $0.001
                                   par value per share

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

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

Issuer's Revenue during the year ended December 31, 2000:
$ 0

As of April 16, 2001, the registrant had 3,000,000 shares of
its  common stock, $0.001 par value, outstanding.  Aggregate
market value of the voting and non-voting common equity held
by  non-affiliates based on the price of N/A per share  (the
selling or average bid and asked price) as of: N/A.

NOTE: The company's stock is not, and has not, been traded
or quoted, and the book value is negative. Therefore, there
is no way to ascertain a market value for the stock.

            DOCUMENTS INCORPORATED BY REFERENCE:

None

                                 PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                               Background

Melloncamp,  Inc.  (the  "Company") is a  Nevada  corporation  formed  on
February 19, 1998. Its principal place of business is located at 2080  E.
Flamingo  Rd., Suite 112, Las Vegas, NV  89119. The Company was organized
to engage in any lawful corporate business, including but not limited to,
participating  in mergers with and acquisitions of other  companies.  The
Company  has been in the developmental stage since inception and  has  no
operating history other than organizational matters.

On  February 23, 1998, the company issued 3,000,000 shares of its  common
stock  to  36  shareholders  in  transactions  exempt  from  registration
pursuant  to section 4(2) of the Securities Act of 1933, as amended  (the
"Securities  Act").   These  shares were issued  as  follows:   2,950,000
shares were issued to 7 shareholders for consideration of maintaining the
entity and for consulting or other professional services rendered by each
to  the  Corporation, and an additional 50,000 shares were issued  to  29
shareholders   for   consideration  of   reviewing   potential   business
opportunities and maintaining the entity.

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

The  Board  of Directors has elected to begin implementing the  Company's
principal  business  purpose, described below  under  "Item  2,  Plan  of
Operation".  As  such, the Company can be defined as a  "shell"  company,
whose  sole purpose at this time is to locate and consummate a merger  or
acquisition with a private entity.

The proposed business activities described herein classify the Company as
a  "blank  check" company. Many states have enacted statutes, rules,  and
regulations limiting the sale of securities of "blank check" companies in
their  respective jurisdictions. Management does not intend to  undertake
any  efforts  to  cause  a market to develop in the Company's  securities
until  such time as the Company has successfully implemented its business
plan.

The  Company is filing this registration statement on a voluntary  basis,
pursuant  to  section 12(g) of the Securities Exchange Act of  1934  (the
"Exchange  Act"), in order to ensure that public information  is  readily
accessible  to all shareholders and potential investors, and to  increase
the  Company's access to financial markets, and to permit the company  to
qualify  to  have its common quoted on the OTC-Bulletin Board (the  "OTC-
BB").  The company intends to have its common stock traded on the  OTC-BB
as  soon  as  possible,  and  has  begun  the  process  of  applying  for
inclusions. The Company's stock may be quoted on the "pink-sheets"  prior
to  the  OTC-BB.  There is no guarantee that the stock will be quoted  on
either service, however.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company neither owns nor leases any real property at this time.  The
Company  does have the use of a limited amount of office space  from  the
resident agent, Chapman & Flanagan, Ltd., at no cost to the Company,  and
Management expects this arrangement to continue. The Company pays its own
charges  for  long  distance  telephone  calls  and  other  miscellaneous
secretarial,  photocopying,  and  similar  expenses.  This  is  a  verbal
agreement between the Resident Agent and the Board of Directors.

ITEM 3.   LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and,
to  the  best of its knowledge, no such action by or against the  Company
has been threatened.

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

No such matters were submitted during the most recent quarter.

                                 PART II

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

There  is  no  current  market  for  the  Company.   Management  has  not
undertaken   any   discussions,  preliminary  or  otherwise,   with   any
prospective  market  maker concerning the participation  of  such  market
maker  in the after-market for the Company's securities, but will  do  so
when it submits its stock for quotation on the pink-sheets or the OTC-BB.
There is no assurance that a trading market will ever develop or, if such
a market does develop, that it will continue.

After  a  merger or acquisition has been completed, one or  both  of  the
Company's  officers  and directors will most likely  be  the  persons  to
contact  prospective  market  makers. It is also  possible  that  persons
associated with the entity that merges with or is acquired by the Company
will  contact prospective market makers. The Company does not  intend  to
use consultants to contact market makers.

                              Market Price

The Registrant's Common Stock is not quoted at the present time.

Effective August 11, 1993, the Securities and Exchange Commission adopted
Rule  15g-9,  which  established the definition of a "penny  stock,"  for
purposes  relevant  to the Company, as any equity  security  that  has  a
market  price of less than $5.00 per share or with an exercise  price  of
less  than  $5.00  per  share,  subject to certain  exceptions.  For  any
transaction  involving a penny stock, unless exempt, the  rules  require:
(i)  that  a broker or dealer approve a person's account for transactions
in  penny stocks; and (ii) the broker or dealer receive from the investor
a  written  agreement to the transaction, setting forth the identity  and
quantity  of  the  penny stock to be purchased. In  order  to  approve  a
person's  account for transactions in penny stocks, the broker or  dealer
must  (i)  obtain  financial  information and investment  experience  and
objectives  of the person; and (ii) make a reasonable determination  that
the  transactions in penny stocks are suitable for that person  and  that
person has sufficient knowledge and experience in financial matters to be
capable  of  evaluating the risks of transactions in  penny  stocks.  The
broker  or dealer must also deliver, prior to any transaction in a  penny
stock,  a disclosure schedule prepared by the Commission relating to  the
penny stock market, which, in highlight form, (i) sets forth the basis on
which  the broker or dealer made the suitability determination; and  (ii)
that  the broker or dealer received a signed, written agreement from  the
investor  prior to the transaction. Disclosure also has to be made  about
the  risks of investing in penny stocks in both public offerings  and  in
secondary  trading,  and about commissions payable to  both  the  broker-
dealer  and  the  registered representative, current quotations  for  the
securities and the rights and remedies available to an investor in  cases
of fraud in penny stock transactions. Finally, monthly statements have to
be  sent disclosing recent price information for the penny stock held  in
the account and information on the limited market in penny stocks.

The  National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has recently made changes in the criteria for initial
listing  on  the NASDAQ Small Cap market and for continued  listing.  For
initial  listing, a company must have net tangible assets of $4  million,
market  capitalization of $50 million or net income of  $750,000  in  the
most  recently completed fiscal year or in two of the last  three  fiscal
years. For initial listing, the common stock must also have a minimum bid
price  of $4 per share. In order to continue to be included on NASDAQ,  a
company  must maintain $2,000,000 in net tangible assets and a $1,000,000
market  value  of its publicly-traded securities. In addition,  continued
inclusion requires two market-makers and a minimum bid price of $1.00 per
share.

Management  intends to strongly consider undertaking a  transaction  with
any  merger  or  acquisition candidate which  will  allow  the  Company's
securities to be traded without the aforesaid limitations. However, there
can  be no assurances that, upon a successful merger or acquisition,  the
Company  will qualify its securities for listing on NASDAQ or some  other
national  exchange,  or  be  able to maintain  the  maintenance  criteria
necessary  to  insure continued listing. The failure of  the  Company  to
qualify its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance of  the
inclusion  of  the Company's securities on a national exchange.  In  such
events, trading, if any, in the Company's securities may then continue in
the  non-NASDAQ  over-the-counter market. As a result, a shareholder  may
find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of, the Company's securities.

                                 Holders

As  of  April  16,  2001, there were 36 holders of the  Company's  Common
Stock.  On February 23, 1998, the Company issued 3,000,000 shares of  its
common  stock. All of the issued and outstanding shares of the  Company's
common   stock  were  issued  in  accordance  with  the  exemption   from
registration afforded by Section 4(2) of the Securities Act.

                                Dividends

The Registrant has not paid any dividends to date, and has no plans to do
so in the immediate future.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections of future  results  and  "forward-
looking  statements"  as  that term is defined  in  Section  27A  of  the
Securities Act of 1933 as amended (the "Securities Act"), and Section 21E
of  the  Securities Exchange Act of 1934 as amended (the "Exchange Act").
All statements that are included in this filing, other than statements of
historical  fact,  are forward-looking statements.   Although  Management
believes   that  the  expectations  reflected  in  these  forward-looking
statements   are  reasonable,  it  can  give  no  assurance   that   such
expectations  will  prove to have been correct.  Important  factors  that
could cause actual results to differ materially from the expectations are
disclosed   in   this  Statement,  including,  without   limitation,   in
conjunction  with  those  forward-looking statements  contained  in  this
Statement.

              Management's Discussion And Plan Of Operation

The  Company's  plan  is to seek, investigate, and if such  investigation
warrants,  acquire  an  interest in one or  more  business  opportunities
presented to it by persons or firms desiring the perceived advantages  of
a  publicly  held  corporation. At this time, the Company  has  no  plan,
proposal,  agreement, understanding, or arrangement to acquire  or  merge
with any specific business or company, and the Company has not identified
any  specific  business or company for investigation and  evaluation.  No
member  of Management or any promoter of the Company, or an affiliate  of
either,  has  had  any material discussions with any other  company  with
respect to any acquisition of that company. The Company will not restrict
its  search to any specific business, industry, or geographical location,
and may participate in business ventures of virtually any kind or nature.
Discussion  of  the proposed business under this caption  and  throughout
this  Registration Statement is purposefully general and is not meant  to
restrict the Company's virtually unlimited discretion to search  for  and
enter into a business combination.

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

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

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

The Company has insufficient capital with which to provide the owners  of
businesses  significant  cash or other assets.  Management  believes  the
Company  will  offer owners of businesses the opportunity  to  acquire  a
controlling ownership interest in a public company at substantially  less
cost  than is required to conduct an initial public offering. The  owners
of  the  businesses  will,  however,  incur  significant  post-merger  or
acquisition  registration costs in the event  they  wish  to  register  a
portion of their shares for subsequent sale. The Company will also  incur
significant legal and accounting costs in connection with the acquisition
of  a  business  opportunity,  including the  costs  of  preparing  post-
effective  amendments,  Forms 8-K, agreements, and  related  reports  and
documents.  Nevertheless, the officers and directors of the Company  have
not conducted market research and are not aware of statistical data which
would   support  the  perceived  benefits  of  a  merger  or  acquisition
transaction for the owners of a businesses. The Company does  not  intend
to  make any loans to any prospective merger or acquisition candidates or
to unaffiliated third parties.

The  Company will not restrict its search for any specific kind of firms,
but  may  acquire  a venture which is in its preliminary  or  development
stage, which is already in operation, or in essentially any stage of  its
corporate  life. It is impossible to predict at this time 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. However, the Company does not intend to obtain  funds
in  one  or  more  private placements to finance  the  operation  of  any
acquired  business  opportunity  until  such  time  as  the  Company  has
successfully  consummated such a merger or acquisition. The Company  also
has no plans to conduct any offerings under Regulation S.

                        Sources of Opportunities

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

Management, while not especially experienced in matters relating  to  the
new  business of the Company, will rely upon their own efforts and, to  a
much  lesser  extent,  the  efforts of  the  Company's  shareholders,  in
accomplishing the business purposes of the Company. It is not anticipated
that  any outside consultants or advisors, other than the Company's legal
counsel  and  accountants, will be utilized by the Company to  effectuate
its  business  purposes described herein. However, if  the  Company  does
retain such an outside consultant or advisor, any cash fee earned by such
party  will  need  to  be  paid  by  the  prospective  merger/acquisition
candidate,  as  the  Company has no cash assets with which  to  pay  such
obligation. There have been no discussions, understandings, contracts  or
agreements with any outside consultants and none are anticipated  in  the
future.  In  the  past, the Company's management has never  used  outside
consultants or advisors in connection with a merger or acquisition.

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

The  Company  will not have sufficient funds to undertake any significant
development,  marketing, and manufacturing of any products which  may  be
acquired.  Accordingly, if it acquires the rights to  a  product,  rather
than entering into a merger or acquisition, it most likely would need  to
seek  debt  or equity financing or obtain funding from third parties,  in
exchange  for which the Company would probably be required to give  up  a
substantial portion of its interest in any acquired product. There is  no
assurance  that  the  Company will be able either  to  obtain  additional
financing  or  to  interest third parties in providing  funding  for  the
further   development,  marketing  and  manufacturing  of  any   products
acquired.

                       Evaluation of Opportunities

The analysis of new business opportunities will be undertaken by or under
the  supervision of the officers and directors of the Company (see  "Item
5").   Management  intends  to  concentrate  on  identifying  prospective
business  opportunities  which may be brought to  its  attention  through
present  associations with management. In analyzing prospective  business
opportunities,  management  will  consider,  among  other  factors,  such
matters as;
     1.   the available technical, financial and managerial resources
     2.   working capital and other financial requirements
     3.   history of operation, if any
     4.   prospects for the future
     5.   present and expected competition
     6.    the quality and experience of management services which may be
       available and the depth of that management
     7.   the potential for further research, development or exploration
     8.   specific risk factors not now foreseeable but which then may be
       anticipated to impact the proposed activities of the Company
     9.   the potential for growth or expansion
     10.  the potential for profit
     11.  the perceived public recognition or acceptance of products, services
       or trades
     12.  name identification

Management will meet personally with management and key personnel of  the
firm  sponsoring the business opportunity as part of their investigation.
To  the  extent possible, the Company intends to utilize written  reports
and  personal  investigation to evaluate the above factors.  The  Company
will  not  acquire or merge with any company for which audited  financial
statements cannot be obtained.

Opportunities  in  which the Company participates  will  present  certain
risks, many of which cannot be identified adequately prior to selecting a
specific opportunity. The Company's shareholders must, therefore,  depend
on  Management  to  identify and evaluate such risks. Promoters  of  some
opportunities  may  have been unable to develop a going  concern  or  may
present a business in its development stage (in that it has not generated
significant revenues from its principal business activities prior to  the
Company's  participation.) Even after the Company's participation,  there
is  a risk that the combined enterprise may not become a going concern or
advance beyond the development stage. Other opportunities may involve new
and  untested  products, processes, or market strategies  which  may  not
succeed.  Such  risks will be assumed by the Company and, therefore,  its
shareholders.

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

There  is  the additional risk that the Company will not find a  suitable
target.  Management  does not believe the Company will  generate  revenue
without  finding  and  completing a transaction with  a  suitable  target
company.  If  no  such  target  is found,  therefore,  no  return  on  an
investment  in  the Company will be realized, and there  will  not,  most
likely, be a market for the Company's stock.

                      Acquisition of Opportunities

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

It is anticipated that securities issued in any such reorganization would
be  issued  in reliance on exemptions from registration under  applicable
Federal and state securities laws. In some circumstances, however,  as  a
negotiated element of this transaction, the Company may agree to register
such  securities either at the time the transaction is consummated, under
certain  conditions,  or at specified time thereafter.  The  issuance  of
substantial  additional  securities and their  potential  sale  into  any
trading market which may develop in the Company's Common Stock may have a
depressive effect on such market.

While  the actual terms of a transaction to which the Company  may  be  a
party  cannot  be predicted, it may be expected that the parties  to  the
business  transaction will find it desirable to avoid the creation  of  a
taxable  event and thereby structure the acquisition in a so called  "tax
free"  reorganization under Sections 368(a)(1) or  351  of  the  Internal
Revenue  Code  of 1986, as amended (the "Code"). In order to  obtain  tax
free treatment under the Code, it may be necessary for the owners of  the
acquired business to own 80% or more of the voting stock of the surviving
entity.  In  such  event,  the shareholders  of  the  Company,  including
investors in this offering, would retain less than 20% of the issued  and
outstanding  shares  of  the  surviving entity,  which  could  result  in
significant dilution in the equity of such shareholders.

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

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

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

Management has advanced, and will continue to advance, funds which  shall
be used by the Company in identifying and pursuing agreements with target
companies.  Management anticipates that these funds will be  repaid  from
the  proceeds of any agreement with the target company, and that any such
agreement may, in fact, be contingent upon the repayment of those funds.

                               Competition

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

                         Regulation and Taxation

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

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

                                Employees

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

ITEM 7.   FINANCIAL STATEMENTS.

The  Audited Financial Statements as of December. 31, 2000, and  December
31, 1999
                      Michael L. Stuck C.P.A., P.C.
                       7641 E. Gray Road, Suite G
                          Scottsdale, AZ. 85260



                      INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Melloncamp, Inc.
Fountain Hills, Arizona
      We  have  audited  the  accompanying  balance  sheets  of
Melloncamp,  Inc., a corporation, as of December 31,  2000  and
December  31,  1999  and  the  related  statements  of  income,
stockholders' equity, and cash flows for the years then  ended.
These  financial  statements  are  the  responsibility  of  the
Company's  management.  Our responsibility  is  to  express  an
opinion on these financial statements based on our audit.

      We  conducted  our  audit  in accordance  with  Generally
Accepted Auditing Standards.  Those standards require  that  we
plan and perform the audit to obtain reasonable assurance about
whether   the  financial  statements  are  free  from  material
misstatement.   An audit includes examining on  a  test  basis,
evidence  supporting  the  amounts  and  disclosures   in   the
financial  statements.   An audit also includes  assessing  the
accounting  principles used and significant estimates  made  by
management,  as  well  as  evaluating  the  overall   financial
statement  presentation.  We believe that  our  audit  provides
basis for our opinion.
     In our opinion, the financial statements referred to above
present   fairly,  in  all  material  respects,  the  financial
position  of  Melloncamp, Inc. as of   December  31,  2000  and
December 31, 1999 and its results of operations, and cash flows
for the years then ended, in conformity with Generally Accepted
Accounting Principles.
      As  discussed  in Note 1, the Company  has  been  in  the
development  stage  since its inception on February  19,  1998.
Realization  of  the major portion of its assets  is  dependent
upon  the  Company's  ability  to  meet  its  future  financing
requirements,  and  the  success  of  future  operations.   The
accompanying  financial statements have been prepared  assuming
that the Company will continue as a going concern.


Michael L. Stuck
Certified Public Accountant

February 14, 2001
Scottsdale, Arizona

                            Melloncamp, Inc.
                      (A Development Stage Company)
                             BALANCE SHEETS
                 December 31, 2000 and December 31, 1999

<TABLE>
<S>                              <C>                  <C>
                                  December 31, 2000   December 31, 1999
            ASSETS
CURRENT ASSETS
Cash                                         -0-                     -0-
PROPERTY AND EQUIPMENT                       -0-                     -0-
                                       =========               =========
                                             -0-                     -0-

 LIABILITIES AND STOCKHOLDERS'
            EQUITY
CURRENT LIABILITIES
Loan payable                                 900                     -0-
                                       ---------               ---------
TOTAL CURRENT LIABILITIES                    900                     -0-
                                       ---------               ---------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
25,000,000 shares authorized,
   3,000,000 shares issued and
   outstanding                             3,000                   3,000
Preferred stock, $.001 par
value,
   5,000,000 shares authorized,              -0-                     -0-
   no
   shares issued and
   outstanding
Deficit accumulated during
development stage                        (3,900)                 (3,000)

TOTAL STOCKHOLDERS' EQUITY                 (900)                     -0-
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                         -0-                     -0-
</TABLE>

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

                            MELLONCAMP, INC.
                      (A Development Stage Company)
                           STATEMENT OF INCOME
                  For the Years Ended December 31, 2000
                          and December 31, 1999
    and the Period February 19, 1998(inception) to December 31, 2000
<TABLE>
<S>                 <C>              <C>                  <C>
                          Year               Year          February 19,
                         Ended              Ended              1998
                        12/31/00           12/31/99       (inception) to
                                                           December 31,
                                                               2000

REVENUE                        -0-                    -0-             -0-

COST OF SALES                  -0-                    -0-             -0-
                        ----------             ----------      ----------
GROSS PROFIT                   -0-                    -0-             -0-

OPERATING EXPENSES
Filing Fees                    -0-                    -0-             300
Professional Fees              900                    -0-           3,600
                        ----------             ----------      ----------
                               900                    -0-           3,900
                        ----------             ----------      ----------
NET INCOME (LOSS)            (900)
BEFORE INCOME TAXES                                 (-0-)         (3,900)

INCOME TAXES                   -0-                    -0-             -0-
                        ----------             ----------      ----------
NET INCOME (LOSS)            (900)                  (-0-)         (3,900)
                        ==========             ==========      ==========
EARNINGS PER SHARE             -0-
OF COMMON STOCK                                       -0-

WEIGHTED AVERAGE
NUMBERS OF SHARES
OUTSTANDING              3,000,000              3,000,000
</TABLE>

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

                                MELLONCAMP, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                December 31, 2000
<TABLE>
<S>                    <C>       <C>       <C>           <C>          <C>          <C>        <C>
                       Preferre   Stock       Common        Stock                   Deficit     Total
                        d Stock   Amount       Stock       Amount                  Accumulat
                                                                                   ed During
                                                                        Paid in    Developme
                                                                        Capital    nt Stage
                                                                        Amount

Balance February 19,        -0-       -0-            -0-         -0-          -0-        -0-         -0-
1998

Stock Issued                -0-       -0-      3,000,000       3,000          -0-        -0-       3,000

Retained Earnings           -0-       -0-            -0-         -0-          -0-    (3,000)     (3,000)
(Loss)
                        -------   -------     ----------   ---------     --------   --------   ---------
Balance December 31,        -0-       -0-      3,000,000       3,000          -0-    (3,000)         -0-
1998

Retained Earnings           -0-       -0-            -0-         -0-          -0-        -0-         -0-
(Loss)
                        -------   -------     ----------   ---------     --------   --------   ---------
Balance December 31,        -0-       -0-      3,000,000       3,000          -0-    (3,000)         -0-
1999

Retained Earnings           -0-       -0-            -0-         -0-          -0-      (900)       (900)
(Loss)
                        -------   -------     ----------   ---------     --------   --------   ---------
Balance December 31,        -0-       -0-      3,000,000       3,000          -0-    (3,900)       (900)
2000
                        =======   =======     ==========   =========     ========   ========   =========
</TABLE>

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



                      MELLONCAMP, INC.
                (A Development Stage Company)
                   STATEMENT OF CASH FLOWS
            For the Years Ended December 31, 2000
                    and December 31, 1999
and the Period February 19, 1998 (inception) to December 31,
                            2000


<TABLE>
<S>                          <C>            <C>             <C>
                                                              February 19,
                              Year Ended      Year Ended    1998 (inception)
                               12/31/00        12/31/99     to December 31,
                                                                  2000

Net Income/(Loss)                   (900)              -0-          $(3,900)
   Adjustments to reconcile
net income to net cash
provided by operating
activities:                           900              -0-               900
Loan payable

Cash From Operations                  -0-              -0-           (3,000)

Cash From Investing                   -0-              -0-               -0-
Activities

Cash From Financing
Activities
Stock Issued                          -0-              -0-             3,000

Net Increase in Cash                  -0-              -0-               -0-

Beginning Cash Balance                -0-              -0-               -0-

Ending Cash Balance                   -0-              -0-               -0-
</TABLE>



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

                      MELLONCAMP, INC.
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
           December 31, 2000 and December 31, 1999

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Description of Operations

     The  Company was organized under the laws of the  state
     of  Nevada in 1998 and is authorized to do business  in
     the  United  States.  The Company has no  revenue  from
     operations during the period covered by this  financial
     statement.

     Method of Accounting

     These  financial statements are prepared on the accrual
     basis   of  accounting  in  accordance  with  generally
     accepted accounting principles.  Consequently, revenues
     are  recognized when earned and expenses are recognized
     when the obligation is actually incurred.

     Income Taxes and Cash Flows

     The Company accounts for income taxes and the statement
     of  cash  flows in accordance with Financial Accounting
     Standards Board Statement No. 109 and No. 95.

     Cash and Cash Equivalents

     Cash  and  cash  equivalents include all highly  liquid
     investments  with a maturity of three  months  or  less
     when purchased.

NOTE 2:  CASH

     The Company has no bank accounts at this time.

NOTE 3 - EARNINGS PER SHARE

     Earnings  per  share has been computed by dividing  net
     income/(loss) by the weighted average number of  common
     shares outstanding for the period.  There are no  items
     which  are deemed to be common stock equivalents during
     the audit period.

NOTE 4: COMMON STOCK

     As  of  December 31, 2000 and December  31,  1999,  the
     Company had 3,000,000 shares of common stock, par value
     $0.001, issued and outstanding.

NOTE 5 - LEASE COMMITMENTS

     The Company currently has no commitments for leases  or
     contingencies.

NOTE 6 - USE OF ESTIMATES

     The  preparation of financial statements in  conformity
     with  Generally Accepted Accounting Principles requires
     management  to  make  estimates  and  assumptions  that
     affect   certain  reported  amounts  and   disclosures.
     Accordingly,  actual results could  differ  from  these
     estimates.

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

The   Registrant  has  not  changed  accountants  since  its
formation, and Management has had no disagreements with  the
findings of its accountants.

                          PART III

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

The  members of the Board of Directors of the Company  serve
until  the next annual meeting of the stockholders, or until
their  successors have been elected. The officers  serve  at
the pleasure of the Board of Directors.

There  are  no  agreements for any officer  or  director  to
resign  at the request of any other person, and none of  the
officers  or directors named below are acting on behalf  of,
or at the direction of, any other person.

The  Company's officers and directors will devote their time
to  the  business on an "as-needed" basis, which is expected
to require 5-10 hours per month.

Information  as to the directors and executive  officers  of
the Company is as follows:

Name/Address             Age    Position
Kenneth D. Greble        39     President/Director
4335 S. Industrial Rd.
Las Vegas, NV  89103
Earl P. Gilbrech         55     Secretary/Treasurer/Director
4335 S. Industrial Rd.
Las Vegas, NV  89103

Kenneth D. Greble; President

Mr.  Kenneth D. Greble has been a Director and President  of
the Company since January, 1999.

From  1999  until present, Mr. Greble has been  employed  by
Ticker Profiles, an internet financial destination site.  He
was in charge of operations, marketing, and sales.

From  August  1997  until September  1998,  Mr.  Greble  was
employed  by  A.M.F. Recreational Centers  in  San  Antonio,
Texas  as  a  Cluster Manager.  He was responsible  for  the
operation  of  8 locations with gross annual revenue  of  $7
million  dollars.  He was accountable for 230  employees  in
various  locations,  including those in  food  and  beverage
operations,   producing   $2   million   dollars   annually,
supervised equipment and facilities maintenance with budgets
of  $750,000 annually.  He also developed local store  sales
efforts  and  ensured  adherence to national  product  sales
programs.

From  January 1995 until July 1997, Mr. Greble was  employed
by  A.M.F.  Recreational Centers in Orlando,  Florida  as  a
General   Manager.   He  was  responsible  for  the  overall
locations, customer service and retention programs, seasonal
sales/marketing campaigns, new business development  through
outside  sales  efforts, and year-round key account  service
for  recreation center for a location with over  $1  million
dollars in sales revenue annually.

From  December  1992  until January  1995,  Mr.  Greble  was
employed  by  Fair  Lanes, Inc., in Orlando,  Florida  as  a
Managing  Partner.   He  was  responsible  for  the  overall
operations   of   three  locations   with   full   P   &   L
accountabilities.   He  supervised,  trained  and  developed
fifteen  managers  with responsibilities  in  the  following
areas:   Food  and beverage operations, technical  services,
facilities maintenance, administrative procedures.  He  also
did personnel training/development, sales, and marketing.

From  November  1990  until November 1992,  Mr.  Greble  was
employed by Fair Lanes Deltona in Orange City, Florida as  a
General   Manager.   He  was  responsible  for  the  overall
locations, customer service and retention programs, seasonal
sales/marketing campaigns, new business development  through
outside  sales  efforts,  and  for  year-round  key  account
service  for recreation center for a location with  over  $1
million dollars in sales revenue annually.

Earl P. Gilbrech; Secretary/Treasurer

Mr.  Gilbrech has been a Director, Secretary, and  Treasurer
of the Company since February 23, 1998. He currently holds a
number  of other positions with other companies to which  he
devotes a portion of his time.

From  1999 until present, Mr. Gilbrech has been employed  by
Powerclick  as  a  Director.   Powerclick  is  an   Internet
Marketing  company  that sells traffic advertising.   He  is
responsible  for  writing company policies  and  guidelines,
hiring key personnel, and establishing operating budgets.

From  1999 until present, Mr. Gilbrech has been employed  by
National  Mortgage Executives, Inc. as a Director  and  Vice
President  of Marketing; Real Estate; Commercial Loans.   He
is  responsible for marketing of the company,  finding  real
estate  for  potential  clients and  setting  up  commercial
loans.

From  1999 until present, Mr. Gilbrech has been employed  by
American  Tobacco  & Liquor as a Director of  marketing  and
sales  for the southwest United States and Caribbean.   AT&L
is  an import/export company.  He is responsible for writing
company  policies and guidelines, hiring key personnel,  and
establishing operating budgets.

From 1998 until present, Mr. Gilbrech was a Director and the
Secretary of Bennett & Reed, Inc. a blank check company.

From  1997  until  1999,  Mr. Gilbrech  was  employed  as  a
consultant  to  National  Mortgage  Executives,  a  mortgage
brokerage  company.  He served as a real estate locator  and
head  of advertising.  He was responsible for locating  land
to  suit  the  clients  needs  and  was  in  charge  of  the
advertising for the company.

From  1997 until 1999, Mr. Gilbrech served as consultant  to
Texas  T.  Ltd.,  an  oil  and  mineral  company.   He   was
contracted to negotiate lease contracts for precious  metals
exploration between the firm and the government of Belize.

From  1997  until  1999, Mr. Gilbrech was employed  by  John
Burks  Real Estate as a consultant.  John Burks Real  Estate
is  a real estate company.  He worked with potential clients
interested in purchasing land in Belize.

From 1997 until Jan. 2000, Mr. Gilbrech served as Secretary,
Treasurer and Director of Caribbean Ventures, Inc., a  blank
check  company.  He  was  responsible  for  writing  company
policies   and   guidelines,  hiring  key   personnel,   and
establishing operating budgets.

From  1996  until  present,  Mr. Gilbrech  was  employed  by
Caribbean  Casinos as a Director of the Company.   Caribbean
Casinos  is a casino consulting company.  He was responsible
for  the  advance in Internet set-up, costs, personnel,  and
daily general administration duties.

From  1996  until 1998, Mr. Gilbrech was employed by  Fenton
Gray  as  a  Director  and President.   Fenton  Gray  was  a
wholesale  phone card company.  He was responsible  for  the
initial  setup of the corporation, writing company  policies
and   guidelines,  hiring  key  personnel  and  establishing
operating budgets.

From  1990  until  present,  Mr. Gilbrech  was  employed  by
American International Investors as a Director in the  North
American  Region and as head of operations and  investments.
AII   is  a  consulting  company  in  the  hotel  and  motel
management business.  He was responsible for writing company
policies   and   guidelines,  hiring  key   personnel,   and
establishing operating budgets.

ITEM 10.  EXECUTIVE COMPENSATION

None of the Company's officers and/or directors receive  any
compensation for their respective services rendered  to  the
Company,  nor  have they received such compensation  in  the
past.  They  both  have  agreed to act without  compensation
until  authorized by the Board of Directors,  which  is  not
expected   to  occur  until  the  Registrant  has  generated
revenues  from operations after consummation of a merger  or
acquisition. As of the date of this registration  statement,
the  Company  has  no  funds  available  to  pay  directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.

It   is   possible  that,  after  the  Company  successfully
consummates  a  merger or acquisition with  an  unaffiliated
entity,  that entity may desire to employ or retain  one  or
more members of the Company's management for the purposes of
providing  services  to the surviving entity,  or  otherwise
provide  other  compensation to such persons.  However,  the
Company has adopted a policy whereby the offer of any  post-
transaction remuneration to members of management  will  not
be  a  consideration in the Company's decision to  undertake
any  proposed  transaction. Each member  of  management  has
agreed  to disclose to the Company's Board of Directors  any
discussions concerning possible compensation to be  paid  to
them by any entity which proposes to undertake a transaction
with the Company and further, to abstain from voting on such
transaction.  Therefore,  as a  practical  matter,  if  each
member  of  the  Company's  Board of  Directors  is  offered
compensation  in  any  form from any prospective  merger  or
acquisition candidate, the proposed transaction will not  be
approved by the Company's Board of Directors as a result  of
the  inability of the Board to affirmatively approve such  a
transaction.

It  is possible that persons associated with management  may
refer  a prospective merger or acquisition candidate to  the
Company.  In the event the Company consummates a transaction
with any entity referred by associates of management, it  is
possible  that  such  an associate will be  compensated  for
their  referral  in  the  form of  a  finder's  fee.  It  is
anticipated  that this fee will be either  in  the  form  of
common  stock issued by the Company as part of the terms  of
the  proposed  transaction, or will be in the form  of  cash
consideration. However, if such compensation is in the  form
of cash, such payment will be tendered by the acquisition or
merger candidate, because the Company has insufficient  cash
available.  The  amount  of  such  finder's  fee  cannot  be
determined  as  of the date of this registration  statement,
but  is  expected to be comparable to consideration normally
paid  in like transactions. No member of management  of  the
Company  will  receive any finders fee, either  directly  or
indirectly,  as  a  result of their  respective  efforts  to
implement  the  Company's  business  plan  outlined  herein.
Persons  "associated" with management is meant to  refer  to
persons  with  whom management may have had  other  business
dealings,  but who are not affiliated with or  relatives  of
management.

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

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

The  following  table sets forth each person  known  to  the
Company, as of January 19, 2000, to be a beneficial owner of
five percent (5%) or more of the Company's common stock,  by
the  Company's  directors individually, and by  all  of  the
Company's  directors  and executive  officers  as  a  group.
Except  as noted, each person has sole voting and investment
power with respect to the shares shown.

Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
Common     Kenneth D. Greble        1,225,000     40.83%
           10 Canterclub Ct.
           DeBary, FL  32713
Common     Earl P. Gilbrech         1,225,000     40.83%
           503 E. Belmont
           Phoenix, AZ  85068
Common     All Officers and         2,450,000     81.67%
           Directors
           (2 individuals)

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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  any  of  the
Company's  Officers,  Directors, principal  shareholders  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
through their own initiative.

The  proposed business activities described herein  classify
the  Company  as a "blank check" company. Many  states  have
enacted statutes, rules and regulations limiting the sale of
securities  of  "blank check" companies in their  respective
jurisdictions. Management does not intend to  undertake  any
efforts  to  cause  a  market to develop  in  the  Company's
securities  until such time as the Company has  successfully
implemented its business plan described herein.

ITEM 13.  EXHIBITS.

EXHIBITS

     3.1      Articles of Incorporation (incorporated by
               reference to Exhibit 3.1 to the Registrant's
               registration statement on the amended Form
               10-SB filed with the Securities and Exchange
               Commission on March 1, 2000).

     3.2      By-laws of the Registrant (incorporated by
               reference to Exhibit 3.1 to the Registrant's
               registration statement on the amended Form
               10-SB filed with the Securities and Exchange
               Commission on March 1, 2000).
                         SIGNATURES

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


                           By: /s/ Kenneth D. Greble
                              Kenneth D. Greble, President

                           Date: April 17, 2001