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. 000-30057





                     LANDIS & PARTNERS, INC.
     (Exact name of registrant as specified in its charter)




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

16810 E. Avenue of the Fountains, #200Fountain Hills, Arizona
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

Landis  &  Partners,  Inc. (the "Company")  was  incorporated  on
February 19, 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
transaction.  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 2,996,000 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.

(c) Dividends.

The  Company 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

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 "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 an Issuer 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.  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.

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. Mark  Nielsen,  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
prospective  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



INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Landis and Partners, Inc.
Fountain Hills, Arizona

      We  have audited the accompanying balance sheets of  Landis
and  Partners, 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  Landis  and  Partners,  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  20,  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

                    Landis and Partners, Inc.
                  (A Development Stage Company)
                          BALANCE SHEET
<TABLE>
<S>                              <C>              <C>
                                    Unaudited          Audited
                                  September 30,   December 31, 1999
                                       2000
            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,
20,000,000 shares authorized,
   2,996,000 shares issued and
   outstanding                            2,996              2,996
Preferred stock $.001 par value,
    5,000,000 shares
   authorized, no                           -0-                -0-
    shares issued and
   outstanding
Deficit accumulated during              (3,896)            (2,996)
development stage

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

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



                    Landis and Partners, Inc.
                  (A Development Stage Company)
                       STATEMENT OF INCOME
<TABLE>
<S>              <C>          <C>          <C>
                   Audited      Audited      February 20,
                  Year Ended   Year 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-          300              300
Professional             900        2,696            3,596
Fees
                   ---------     ---------        ---------
                         900        2,996            3,896

Net Income
(Loss) Before          (900)      (2,996)          (3,896)
Income Taxes

Income Taxes             -0-          -0-              -0-

Net Income             (900)       (2996)         $(3,896)
(Loss)

Earnings per
share of common          -0-
stock

Weighted average
numbers of
shares             2,996,000    2,996,000
outstanding
</TABLE>

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

                            Landis and Partners, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                December 31, 2000
<TABLE>
<S>                       <C>      <C>       <C>          <C>        <C>        <C>           <C>
                                                                                  Deficit
                                                                                Accumulated
                                                                      Paid in      During
                          Preferr    Stock                  Stock     Cpaital   Development
                             ed     Amount     Common       Amount     Amount      Stage         Total
                           Stock                Stock

Balance February 20,         -0-       -0-          -0-          -0-       -0-          -0-          $-0-
1998

Stock Issued                 -0-       -0-    2,996,000        2,996       -0-          -0-         2,996

Retained Earnings (Loss)     -0-       -0-          -0-          -0-       -0-      (2,996)       (2,996)

Balance December 31,         -0-       -0-    2,996,000        2,996       -0-      (2,996)           -0-
1998

Retained Earnings (Loss)     -0-       -0-          -0-          -0-       -0-          -0-           -0-

Balance December 31,         -0-       -0-    2,996,000        2,996       -0-      (2,996)           -0-
1999

Retained Earnings (Loss)     -0-       -0-          -0-          -0-       -0-        (900)         (900)

Balance December 31,         -0-       -0-    2,996,000       $2,996        -0-    $(3,896)         (900)
2000
</TABLE>

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



                    Landis and Partners, Inc.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS
 For the Nine Months Ended September 30, 2000 and September 30,
                              1999
                the Year Ended December 31, 1999
  and the Period February 20, 1998 (inception) to September 30,
                              2000
<TABLE>
<S>                         <C>           <C>               <C>
                               Audited        Audited        February 20,
                             Year Ended      Year Ended          1998
                              12/31/00        12/31/99      (inception) to
                                                             December 30,
                                                                 2000

Net Income/(Loss)                  (900)          (2,996)         $(3,896)
   Adjustments to
reconcile net income to
net cash provided by                 900              -0-              900
operating activities:
                                --------        ---------         ---------
Cash From Operations                 -0-          (2,996)          (2,996)
                                --------        ---------         ---------
Cash From Investing
Activities                           -0-              -0-              -0-
                                --------        ---------         ---------
Cash From Financing
Activities
Stock Issued                         -0-            2,996            2,996
                                --------        ---------         ---------
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.



                    Landis and Partners, 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 2,996,000 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
Mark Nielsen             47     President/Director
John C. Mueller, III     36     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

MARK NIELSEN

Mark Nielsen is the President and a Director of the Company. From
1986  to  the present he has been self-employed as a real  estate
and investment businessman.

JOHN C. MUELLER, III

John  C.  Mueller, III is the Secretary, Treasurer and a Director
of  the  Company. From 1994 to the present he has been the  Owner
and  Operator  of  United Vending, one of  southern  California's
largest and most respected vending machine service companies.

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.

(a) Security Ownership of Certain Beneficial Owners.

The  following  table  sets forth the  security  and   beneficial
ownership for each class of equity securities of the Company  for
any  person who is known to be the beneficial owner of more  than
five percent of the Company.

Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
Common     Mark Nielsen             1,225,000     40.83%
           2215 E. Calvary Road
           Prescott, AZ 86301
Common     John C. Mueller, III     1,225,000     40.83%
           111 Broadway
           Costa Mesa, CA 92627
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.

(b) Security Ownership of Management.

Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
Common     Mark Nielsen             1,225,000     40.83%
           2215 E. Calvary Road
           Prescott, AZ 86301
Common     John C. Mueller, III     1,225,000     40.83%
           111 Broadway
           Costa Mesa, CA 92627
Common     All Officers and         2,450,000     81.67%
           Directors
           (2 individuals)

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.

Mark  Nielsen 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 amended 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 amended Form 10-SB
               filed with the Securities and Exchange Commission
               on March 22, 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.
                           Landis & Partners, Inc.


                           By: /s/ Mark Nielsen
                              Mark Nielsen, President

                           Date: April 17, 2001