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. 000-30059





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




Nevada                                            86-0930440
(State of organization) (I.R.S. Employer Identification No.)

16810 E. Avenue of the Fountains, #200, Fountain Hills, AZ
85268
(Address of principal executive offices)

Registrant's telephone number, including area code (602) 837-
0017

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

                          NonePART I

ITEM 1.   DESCRIPTION OF BUSINESS

                          Background

Bennett-Reed, Inc. (the "Company") was incorporated  on  February
25,  1998 under the laws of the State of Nevada to engage in  any
lawful  corporate  activity,  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 shareholders, the
Company never commenced any operational activities. 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 Board of Directors of the Company  has
elected  to  commence  implementation of the Company's  principal
business  purpose  described  below  under  "Item  2  -  Plan  of
Operation." The proposed business activities described herein may
classify the Company as a "blank check" company.

The  Company is filing this registration statement on a voluntary
basis  because the primary attraction of the Company as a  merger
partner  or  acquisition vehicle will be its status as  a  public
company.  Any  business  combination or transaction  will  likely
result  in  a  significant  issuance of  shares  and  substantial
dilution to present stockholders of the Company.

In addition, the Company is filing this registration statement to
enhance  investor  protection and to  provide  information  if  a
trading  market  commences. On December 11,  1997,  the  National
Association of Securities Dealers, Inc. (NASD) announced that its
Board of Governors had approved a series of proposed changes  for
the  Over The Counter ("OTC") Bulletin Board and the OTC  market.
The  principal changes, which was approved by the Securities  and
Exchange  Commission  on  January  5,  1999  allows  only   those
companies that report their current financial information to  the
Securities   and  Exchange  Commission,  banking,  or   insurance
regulators  to  be  quoted on the OTC Bulletin  Board.  The  rule
provides  for  a  phase-in  period for those  securities  already
quoted on the OTC Bulletin Board.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company has no properties and at this time has no agreements
to acquire any properties.

The Company presently occupies office space at 16810 E. Avenue of
the Fountains, #200, Fountain Hills, Arizona 85268. This space is
provided  to  the  Company  on  a rent  free  basis,  and  it  is
anticipated that this arrangement will remain until such time  as
the  Company  successfully consummates a merger  or  acquisition.
Management believes that this arrangement will meet the Company's
needs for the foreseeable future.

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  trading market for the Company's Common  Stock  at
present and there has been no trading market to date. There is no
assurance that a trading market will ever develop or, if  such  a
market  does develop, that it will continue. The Company  intends
to  request  a  broker-dealer to make  application  to  the  NASD
Regulation, Inc. to have the Company's securities traded  on  the
OTC  Bulletin Board System or published, in print and  electronic
media,  or  either, in the National Quotation  Bureau  LLC  "Pink
Sheets."

(a) Market Price.

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

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  trans
action.  Disclosure  also  has to be  made  about  the  risks  of
investing in penny stock in both public offering 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.

For  the initial listing in the NASDAQ SmallCap market, a company
must   have   net  tangible  assets  of  $4  million  or   market
capitalization  of  $50 million or a net income  (in  the  latest
fiscal  year  or  two of the last fiscal years)  of  $750,000,  a
public  float  of  1,000,000 shares with a  market  value  of  $5
million. The minimum bid price must be $4.00 and there must be  3
market  makers.  In  addition, there  must  be  300  shareholders
holding  100  shares  or  more, and  the  company  must  have  an
operating history of at least one year or a market capitalization
of $50 million.

For  continued listing in the NASDAQ SmallCap market,  a  company
must   have   net  tangible  assets  of  $2  million  or   market
capitalization  of  $35 million or a net income  (in  the  latest
fiscal  year  or  two of the last fiscal years)  of  $500,000,  a
public float of 500,000 shares with a market value of $1 million.
The  minimum bid price must be $1.00 and there must be  2  market
makers.  In addition, there must be 300 shareholders holding  100
shares or more.

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.

The   Company  intends  to  request  a  broker-dealer   to   make
application  to the NASD Regulation, Inc. to have  the  Company's
securities traded on the OTC Bulletin Board Systems or published,
in  print  and  electronic  media, or  either,  in  the  National
Quotation Bureau LLC "Pink Sheets," or either.

(b) Holders.

There  are thirty-six (36) holders of the Company's Common Stock.
In  1998,  the Company issued 3,000,000 of its Common Shares  for
cash.  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  of
1933, as amended.

As  of the date of this registration statement, all of the shares
of  the  Company's Common Stock are eligible for sale under  Rule
144  promulgated  under the Securities Act of 1933,  as  amended,
subject to certain limitations included in said Rule. In general,
under   Rule   144,  a  person  (or  persons  whose  shares   are
aggregated),  who has satisfied a one year holding period,  under
certain  circumstances, may sell within any three-month period  a
number of shares which does not exceed the greater of one percent
of  the  then  outstanding Common Stock  or  the  average  weekly
trading volume during the four calendar weeks prior to such sale.
Rule  144 also permits, under certain circumstances, the sale  of
shares  without  any  quantity limitation by  a  person  who  has
satisfied a two-year holding period and who is not, and  has  not
been for the preceding three months, an affiliate of the Company.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

The  Company  intends to seek to acquire assets or shares  of  an
entity  actively engaged in business which generates revenues  in
exchange  for  its  securities. The  Company  has  no  particular
acquisitions  in  mind and has not entered into any  negotiations
regarding  such  an acquisition. None of the Company's  officers,
directors,   promoters  or  affiliates  have   engaged   in   any
preliminary contact or discussions with any representative of any
other  company  regarding the possibility of  an  acquisition  or
merger between the Company and such other company as of the  date
of this registration statement.

The  Company has no full time or part-time employees. None of the
officers  and directors anticipates devoting more than ten  (10%)
percent  of his or her time to Company activities. The  Company's
President and Secretary have agreed to allocate a portion of said
time  to  the  activities of the Company,  without  compensation.
These  officers anticipate that the business plan of the  Company
can  be  implemented by their devoting minimal time per month  to
the  business affairs of the Company and, consequently, conflicts
of interest may arise with respect to the limited time commitment
by  such  officers. See "Item 5 - Directors, Executive  Officers,
Promoters and Control Persons - Resumes."

GENERAL BUSINESS PLAN

The  Company's  purpose  is  to seek, investigate  and,  if  such
investigation   warrants,  acquire  an   interest   in   business
opportunities presented to it by persons or firms  who  or  which
desire to seek the advantages of a company who has complied  with
the  1934  Act. The Company will not restrict its search  to  any
specific  business, industry, or geographical  location  and  the
Company  may  participate in a business venture of virtually  any
kind  or  nature.  This  discussion of the proposed  business  is
purposefully  general and is not meant to be restrictive  of  the
Company's virtually unlimited discretion to search for and  enter
into  potential  business opportunities.  Management  anticipates
that it may be able to participate in only one potential business
venture  because  the  Company has  nominal  assets  and  limited
financial  resources. See Item F/S, "Financial Statements."  This
lack  of diversification should be considered a substantial  risk
to  shareholders of the Company because it will  not  permit  the
Company to offset potential losses from one venture against gains
from another.

The  Company may seek a business opportunity with entities  which
have recently commenced operations, or which wish to utilize  the
public marketplace in order to raise additional capital in  order
to  expand into new products or markets, to develop a new product
or  service,  or  for other corporate purposes. The  Company  may
acquire assets and establish wholly owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries.

The   Company  anticipates  that  the  selection  of  a  business
opportunity in which to participate will be complex and extremely
risky.  Due  to  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 an Issuer who has complied with the  1934
Act.  Such  benefits may include facilitating  or  improving  the
terms  on  which  additional  equity  financing  may  be  sought,
providing  liquidity  for  incentive  stock  options  or  similar
benefits  to  key  employees,  providing  liquidity  (subject  to
restrictions  of  applicable statutes), for all shareholders  and
other factors. Poten tially, 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.

The Company has, and will continue to have, no capital with which
to   provide  the  owners  of  business  opportunities  with  any
significant  cash  or other assets. However, management  believes
the   Company  will  be  able  to  offer  owners  of  acquisition
candidates  the  opportunity to acquire a  controlling  ownership
interest in an Issuer who has complied with the 1934 Act  without
incurring the cost and time required to conduct an initial public
offering. The owners of the business opportunities will, however,
incur  significant legal and accounting costs in connection  with
acquisition  of a business opportunity, including  the  costs  of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and  related
reports  and documents. The 1934 Act, specifically requires  that
any  merger  or acquisition candidate comply with all  applicable
reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to
complying  with  the  1934 Act. Nevertheless,  the  officers  and
directors  of the Company have not conducted market research  and
are  not  aware  of  statistical data  which  would  support  the
benefits of a merger or acquisition transaction for the owners of
a business opportunity.

The  Company has made no determination as to whether  or  not  it
will  file periodic reports in the event its obligation  to  file
such reports is suspended under the 1934 Act. Bruce E. Eaton,  an
officer  and  director of the Company, has agreed to provide  the
necessary funds, without interest, for the Company to comply with
the  1934  Act reporting requirements, provided that  she  is  an
officer  and  director  of the Company  when  the  obligation  is
incurred.

The analysis of new business opportunities will be undertaken by,
or  under the supervision of, the officers and directors  of  the
Company,  none  of  whom  is  a  professional  business  analyst.
Management intends to concentrate on identifying preliminary pros
pective  business  opportunities which  may  be  brought  to  its
attention through present associations of the Company's  officers
and  directors, or by the  Company's  shareholders.  In analyzing
prospective   business  opportunities, management  will  consider
such matters as the available technical, financial and managerial
resources;   working  capital and other  financial  requirements;
history  of operations, if any; prospects for the future;  nature
of  present  and expected competition; the quality and experience
of  management services which may be available and the  depth  of
that management; the potential for further research, development,
or  exploration;  specific risk factors not now  foreseeable  but
which  then  may be anticipated to impact the proposed activities
of  the  Company;  the  potential for growth  or  expansion;  the
potential  for  profit; the public recognition of  acceptance  of
products,  services,  or trades; name identification;  and  other
relevant factors. Officers and directors of the Company expect to
meet personally with management and key personnel of 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  within  a  reasonable
period of time after closing of the proposed transaction.

Management  of  the Company, while not especially experienced  in
matters  relating to the new business of the Company,  will  rely
upon their own efforts in accomplishing the business purposes  of
the  Company. It is not anticipated that any outside  consultants
or  advisors  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  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 contracts  or
agreements  with any outside consultants and none are anticipated
in the future.

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 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.

It is anticipated that the Company will incur nominal expenses in
the implementation of its business plan described herein. Because
the  Company  has no capital with which to pay these  anticipated
expenses,  present  management of  the  Company  will  pay  these
charges with their personal funds, as interest free loans to  the
Company or as capital contributions. However, if loans, the  only
opportunity which management has to have these loans repaid  will
be from a prospective merger or acquisition candidate. Management
has  agreed among themselves that the repayment of any loans made
on  behalf of the Company will not impede, or be made conditional
in any manner, to consummation of a proposed transaction.

The   Company   has   no   plans,  proposals,   arrangements   or
understandings with respect to the sale or issuance of additional
securities  prior  to  the location of an acquisition  or  merger
candidate.

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,   or   licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction,  it  is  probable that the  present  management  and
shareholders of the Company will no longer be in control  of  the
Company. In addition, the Company's directors may, as part of the
terms  of the acquisition transaction, resign and be replaced  by
new directors without a vote of the Company's shareholders or may
sell  their stock in the Company. Any terms of sale of the shares
presently  held by officers and/or directors of the Company  will
be  also  afforded to all other shareholders of  the  Company  on
similar terms and conditions. Any and all such sales will only be
made  in compliance with the securities laws of the United States
and any applicable state.

It  is  anticipated  that  any  securities  issued  in  any  such
reorganization  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, of
which  there  can be no assurance, it will be undertaken  by  the
surviving entity after the Company has successfully consummated a
merger  or acquisition and the Company is no longer considered  a
"shell"   company.   The   issuance  of  substantial   additional
securities and their potential sale into any trading market which
may  develop  in the Company's securities may have  a  depressive
effect on the value of the Company's securities in the future, if
such a market develops, of which there is no assurance.

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  (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, would retain  less  than
20% of the issued and outstanding shares of the surviving entity,
which would 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  of  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  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  negotiation
strength of the Company and such other management.

With  respect  to  any merger or acquisition,  negotiations  with
target  company management is expected to focus on the percentage
of  the  Company  which  the  target company  shareholders  would
acquire in exchange for all of 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  substantially  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.

The Company will participate in a business opportunity only after
the  negotiation and execution of appropriate written agreements.
Although  the  terms  of  such agreements  cannot  be  predicted,
generally   such   agreements   will   require   some    specific
representations  and  warranties by all of the  parties  thereto,
will specify certain events of default, will detail the terms  of
closing and the conditions which must be satisfied by each of the
parties prior to and after such closing, will outline the  manner
of  bearing costs, including costs associated with the  Company's
attorneys and accountants, will set forth remedies on default and
will include miscellaneous other terms.

The  Company  will  not acquire or merge with  any  entity  which
cannot provide independent audited financial statements within  a
reasonable   period  of  time  after  closing  of  the   proposed
transaction.  The  Company is subject to  all  of  the  reporting
requirements  included  in  the  1934  Act.  Included  in   these
requirements  is  the  affirmative duty of the  Company  to  file
independent audited financial statements as part of its Form  8-K
to  be  filed  with the Securities and Exchange  Commission  upon
consummation of a merger or acquisition, as well as the Company's
audited  financial statements included in its  annual  report  on
Form  10-K  (or 10-KSB, as applicable). If such audited financial
statements   are  not  available  at  closing,  or  within   time
parameters necessary to insure the Company's compliance with  the
requirements  of  the  1934  Act, or  if  the  audited  financial
statements provided do not conform to the representations made by
the  candidate  to  be  acquired in the  closing  documents,  the
closing documents will provide that the proposed transaction will
be  voidable, at the discretion of the present management of  the
Company.  If such transaction is voided, the agreement will  also
contain  a  provision  providing for the  acquisition  entity  to
reimburse the Company for all costs associated with the  proposed
transaction.

COMPETITION

The  Company will remain an insignificant participant  among  the
firms  which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which   have  significantly   greater  financial  and   personnel
resources  and technical expertise than the Company. In  view  of
the  Company's combined extremely limited financial resources and
limited management availability, the Company will continue to  be
at   a  significant  competitive  disadvantage  compared  to  the
Company's competitors.

INVESTMENT COMPANY ACT OF 1940

Although  the  Company  will be subject to regulation  under  the
Securities  Act of 1933, as amended, and the 1934 Act, management
believes the Company will not be subject to regulation under  the
Investment Company Act of 1940 insofar as the Company will not be
engaged in the business of investing or trading in securities. In
the  event  the  Company engages in business  combinations  which
result in the Company holding passive investment interests  in  a
number  of  entities, the Company could be subject to  regulation
under  the  Investment Company Act of 1940. In  such  event,  the
Company  would  be required to register as an investment  company
and  could  be  expected  to incur significant  registration  and
compliance   costs.   The   Company  has   obtained   no   formal
determination from the Securities and Exchange Commission  as  to
the  status  of the Company under the Investment Company  Act  of
1940  and, consequently, any violation of such Act would  subject
the Company to material adverse consequences. The Company's Board
of Directors unanimously approved a resolution stating that it is
the Company's desire to be exempt from the Investment Company Act
of 1940 under Regulation 3a-2 thereto.

LOCK-UP AGREEMENT

Each  of  the officers and directors of the Company have executed
and  delivered a "lock-up" letter agreement affirming  that  they
shall  not  sell their respective shares of the Company's  common
stock until such time as the Company has entered into a merger or
acquisition agreement, or the Company is no longer classified  as
a "blank check" company, whichever first occurs.

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
                         480-607-1084



INDEPENDENT AUDITOR'S REPORT

Board of Directors and Stockholders
Bennett - Reed, Inc.
Fountain Hills, Arizona

     We have audited the accompanying balance sheets of Bennett -
Reed,  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  Bennett  - Reed, 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  25,  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
                     Bennett - Reed, Inc.
               (a development stage enterprise)
                         BALANCE SHEET
            December 31, 2000 and December 31, 1999


<TABLE>
<S>                                 <C>         <C>
                          ASSETS

                                     December    December
                                        31,         31,
                                       2000        1999
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,
20,000,000 shares authorized,
3,000,000 shares issued and
outstanding                              3,000        3,000
Preferred stock, $.001 par value,
5,000,000 shares authorized, no
shares issued and outstanding              -0-          -0-
Deficit accumulated during
development stage                      (3,900)      (3,000)
                                     ---------    ---------

Total stockholders' equity               (900)          -0-
                                     ---------    ---------
                                     $     -0-    $     -0-
                                     =========    =========
</TABLE>

See accompanying accountant's report.
The  accompanying notes are an integral part of  these  financial
statements.

                      Bennett - Reed, Inc.
                (stage enterprise a development)
                      STATEMENTS OF INCOME
              For the Years Ended December 31, 2000
                      and December 31, 1999
                and the Period February 25, 1998
                (inception) to December 31, 2000


<TABLE>
<S>                              <C>          <C>            <C>
                                  Year Ended   Year Ended    February 25,
                                   12/31/00     12/31/99         1998
                                                              (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) BEFORE INCOME        (900)          (-0-)        (3,900)
TAXES

INCOME TAXES                             -0-            -0-            -0-
                                    --------       --------       --------
NET INCOME (LOSS)                   $  (900)        $ (-0-)      $ (3,900)
                                    ========       ========      =========

EARNINGS PER SHARE OF COMMON
STOCK                               $    -0-        $   -0-

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

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

                      Bennett - Reed, Inc.
                (a development stage enterprise)
                    STATEMENTS OF CASH FLOWS
              For the Years Ended December 31, 2000
                      And December 31, 1999
and the Period February 25, 1998 (inception) to December 31, 2000


<TABLE>
<S>                         <C>          <C>           <C>

                                                        February 25,
                             Year Ended   Year Ended        1998
                              12/31/00     12/31/99    (inception) to
                                                        December 31,
                                                            2000

Net Income/(Loss)               $   900       $   -0-       $ (3,900)
Adjustments to reconcile
net income to net cash
provided
by operating activities:
Loan payable                        900           -0-             900
                                -------      --------        --------
Cash From Operations                -0-           -0-         (3,000)
                                -------      --------        --------
Cash From Investing
Activities                          -0-           -0-             -0-
                                -------      --------        --------
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>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES

Professional fees incurred by the Company were paid directly by a
shareholder of the Company.


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

                              Bennett - Reed, Inc.
                        (a development stage enterprise)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                December 31, 2000

<TABLE>
<S>                    <C>        <C>      <C>           <C>          <C>          <C>         <C>
                                                                                     Deficit
                                                                                   Accumulate
                                                                                        d
                                                                        Paid in      During
                       Preferred   Stock      Common        Stock       Capital    Developmen
                                                                                        t
                         Stock     Amount      Stock       Amount        Amount       Stage      Total


Balance February 25,        -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-     3,000,000       3,000           -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.


                      Bennett - Reed, Inc.
                (a development stage enterprise)
                  Notes to Financial Statements
             December 31, 2000 and December 31, 1999


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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

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

Name                     Age    Position
Bruce Eaton              57     President/Director
Earl P. Gilbrech         55     Secretary/Treasurer/Director

The  above listed officers and directors will serve until  the
next  annual meeting of the shareholders or until their death,
resignation,  retirement,  removal,  or  disqualification,  or
until  their successors have been duly elected and  qualified.
Vacancies  in  the existing Board of Directors are  filled  by
majority  vote  of the remaining Directors.  Officers  of  the
Company serve at the will of the Board of Directors. There are
no agreements or understandings for any officer or director to
resign  at  the  request of another person and no  officer  or
director  is acting on behalf of or will act at the  direction
of  any  other person. There is no family relationship between
any executive officer and director of the Company.

RESUMES

Bruce E. Eaton

Bruce E. Eaton is the President and a Director of the Company.
From  1995 to the present he has been in charge of design  and
construction  projects  for  the  City  of  Phoenix,  managing
consultants  and monitoring the development of project  scopes
and  budgets.  His responsibilities also include  representing
the   City  of  Phoenix  Mayor's  office,  City  Manager   and
department  heads on political issues resulting  from  project
conflicts  with  adjacent property owners. From  1991  through
1995  he  was employed by Value Architectural Eng.  From  1985
through  1991  he was employed by the Arizona Public  Service,
Arizona  Center.  He  received his degree from  Arizona  State
University  and  completed additional  graduate  work  at  CAD
Institute  in  CAD  technology.  He  holds  a  certificate  in
Management  Training  Development, has an Architect's  License
for Arizona, California and Nevada, has a National Council  of
Architectural   Examiners  License and  is  a  certified   CAD
Institute Instructor.

Earl P. Gilbrech

Earl P. Gilbrech is the Secretary, Treasurer and a Director of
the Company. He is current, or has been, a director or officer
for over fourteen Central American, Canadian and United States
firms.  He has also been employed as a consultant for a number
of  firms world wide for trade negotiations. Mr. Gilbrech  has
over  30  years  of  domestic  and  international  sales   and
marketing  experience  in the financial services  industry  as
well as the real estate development industry.

CONFLICTS OF INTEREST

Members of the Company's management are associated with  other
firms   involved   in   a   range  of   business   activities.
Consequently,  there  are  potential  inherent  conflicts   of
interest  in  their acting as officers and  directors  of  the
Company. Insofar as the officers and directors are engaged  in
other  business  activities, management  anticipates  it  will
devote only a minor amount of time to the Company's affairs.

The  officers and directors of the Company are now and may  in
the future become shareholders, officers or directors of other
companies which may be engaged in business activities  similar
to  those  conducted  by the Company. Accordingly,  additional
direct  conflicts  of interest may arise in  the  future  with
respect to such individuals acting on behalf of the Company or
other entities. Moreover, additional conflicts of interest may
arise  with  respect  to  opportunities  which  come  to   the
attention  of  such  individuals in the performance  of  their
duties  or  otherwise. The Company does not currently  have  a
right  of first refusal pertaining to opportunities that  come
to  management's  attention insofar as such opportunities  may
relate to the Company's proposed business operations.

The  officers and directors are, so long as they are  officers
or  directors of the Company, subject to the restriction  that
all  opportunities  contemplated  by  the  Company's  plan  of
operation  which  come  to  their  attention,  either  in  the
performance  of their duties or in any other manner,  will  be
considered  opportunities of, and be  made  available  to  the
Company and the companies that they are affiliated with on  an
equal basis. A breach of this requirement will be a breach  of
the  fiduciary  duties  of the officer  or  director.  If  the
Company  or the companies in which the officers and  directors
are  affiliated  with  both desire to  take  advantage  of  an
opportunity,  then said officers and directors  would  abstain
from negotiating and voting upon the opportunity. However, all
directors   may   still   individually   take   advantage   of
opportunities if the Company should decline to do  so.  Except
as  set  forth  above, the Company has not adopted  any  other
conflict of interest policy with respect to such transactions.

ITEM 10.  EXECUTIVE COMPENSATION

None  of  the Company's officers and/or directors receive  any
compensation for their respective services rendered  unto  the
Company, nor have they received such compensation in the past.
They  all  have  agreed  to  act  without  compensation  until
authorized by the Board of Directors, which is not expected to
occur until the Company 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  a
number of 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 restricted 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.

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 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     Bruce E. Eaton           1,225,000     40.83%
           4228 E. Patricia Lane
           Dr.
           Phoenix, AZ 85018
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)

The  total of the Company's outstanding Common Shares are held
by 36 persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There  have been no related party transactions, or  any  other
transactions   or  relationships  required  to  be   disclosed
pursuant to Item 404 of Regulation S-B.

Earl  P. Gilbrech agreed to advanced to the Company the  funds
to  pay  for the current accounting costs applicable  to  this
Form 10SB12G and all amendments applicable to this filing, and
has  agreed to provide the necessary funds, without  interest,
for  the Company to comply with the 1934 Act provided that she
is  an officer and director of the Company when the obligation
is incurred. All advances are interest-free.

ITEM 13.  EXHIBITS.

EXHIBITS

     3.1      Articles of Incorporation (incorporated by
               reference to Exhibit 3.1 to the Registrant's
               registration statement on the Form 10-SB filed
               with the Securities and Exchange Commission on
               March 22, 2000).

     3.2      By-laws of the Registrant (incorporated by
               reference to Exhibit 3.1 to the Registrant's
               registration statement on the Form 10-SB filed
               with the Securities and Exchange Commission on
               March 221, 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.
                           Bennett-Reed, Inc.


                           By: /s/ Bruce Eaton
                              Bruce Eaton, President

                           Date: April 17, 2001