UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


[xx]     QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

                        Commission file Number: 000-26931

                             SOLID MANAGEMENT CORP.
        (Exact name of small business issuer as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0204702
                     (I.R.S. Employer Identification Number)

                               2779 Lake City Way
                            Burnaby, British Columbia
                                     V5A 2Z6
                    (Address of principal executive offices)

                                  (604)415-0444
                           (Issuer's telephone number)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: 500,000 common shares as at December
31, 2000

Transitional Small Business Disclosure Format (check one):   Yes [_]  No [X]



<PAGE>

                             SOLID MANAGEMENT CORP.


                                      INDEX

<TABLE>
<S>               <C>               <C>
PART 1.           FINANCIAL INFORMATION

                  Item 1.           Financial Statements

                                    Consolidated Balance Sheets as of
                                    December 31, 2000 and March 31, 2000

                                    Consolidated Statements of Operations for the periods ended
                                    December 31, 2000 and September 30, 1999

                                    Consolidated  Statements  of Cash  Flows for
                                    the  periods  ended  December  31,  2000 and
                                    September 30, 1999

                                    Consolidated Statements of Changes in Stockholders' Equity

                                    Notes to Consolidated Financial Statements

                  Item 2            Plan of Operation

PART II.          OTHER INFORMATION

                  Item 1            Legal Proceedings

                  Item 2            Changes in Securities

                  Item 3            Defaults Upon Senior Securities

                  Item 4            Submission of Matters to a Vote of Security Holders

                  Item 5            Other Information

                  Item 6            Exhibits and Reports on Form 8K


                  SIGNATURES
</TABLE>


                                       2
<PAGE>

                          SOLID MANAGEMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                              FINANCIAL STATEMENTS
                                   (UNAUDITED)


                                DECEMBER 31, 2000



                                       3
<PAGE>


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)

<TABLE>
<CAPTION>
==============================================================================================================================

                                                                                                December 31,        March 31,
                                                                                                        2000             2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>              <C>

ASSETS                                                                                       $             -  $             -
==============================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
    Accounts payable and accrued liabilities                                                 $         6,750  $             -
                                                                                             ---------------  ---------------


STOCKHOLDERS' EQUITY
    Capital stock (Note 4)
       Authorized
          100,000,000 common shares with a par value of $0.0001
       Issued and outstanding
          March 31, 2000 - 500,000 common shares
          December 31, 2000 - 500,000 common shares                                                       50               50
    Additional paid in capital                                                                        13,474           12,933
    Deficit accumulated during the development stage                                                 (20,274)         (12,983)
                                                                                             ---------------  ---------------

                                                                                                      (6,750)               -
                                                                                             ---------------  ---------------

Total liabilities and stockholders' equity                                                   $             -  $             -
==============================================================================================================================
</TABLE>


ON BEHALF OF THE BOARD:


/s/ Andrea Carley
-----------------------
Andrea Carley, Director


    The accompanying notes are an integral part of thesefinancial statements.



                                       4
<PAGE>


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
===============================================================================================================================
                                              Cumulative
                                                 Amounts
                                          From Inception
                                             on July 18,      Three Month       Three Month       Nine Month        Nine Month
                                                1997  to     Period Ended      Period Ended     Period Ended      Period Ended
                                            December 31,     December 31,      December 31,     December 31,      December 31,
                                                    2000             2000              1999             2000              1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>              <C>               <C>              <C>

EXPENSES
    Office and miscellaneous            $         4,598   $             -  $             -   $            56  $             -
    Professional fees                            15,676             2,250            5,804             7,235           11,440
                                        ---------------   ---------------  ---------------   ---------------  ---------------


LOSS FOR THE PERIOD                     $        20,274   $         2,250  $         5,804   $         7,291  $        11,440
===============================================================================================================================


BASIC AND DILUTED LOSS PER SHARE                          $         (0.01) $         (0.01)  $         (0.01) $         (0.02)
===============================================================================================================================


WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING                                         500,000          500,000           500,000          500,000
===============================================================================================================================
</TABLE>




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



                                       5
<PAGE>


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
===============================================================================================================================
                                                                                 Cumulative
                                                                                    Amounts
                                                                             From Inception
                                                                                on July 18,       Nine Month        Nine Month
                                                                                   1997  to     Period Ended      Period Ended
                                                                               December 31,     December 31,      December 31,
                                                                                       2000             2000              1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>               <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                    $       (20,274)  $        (7,291) $       (11,440)
    Items not affecting cash:
       Stock issued for services                                                        50                 -                -
       Expenses paid by related entity on behalf of Company                         13,474               541            9,672
       Increase in accounts payable                                                  6,750             6,750            1,768
                                                                           ---------------   ---------------  ---------------

    Net cash used in operating activities                                               -                 -                -
                                                                           ---------------   ---------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Net cash used in investing activities                                               -                 -                -
                                                                           ---------------   ---------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net cash provided by financing activities                                           -                 -                -
                                                                           ---------------   ---------------  --------------


CHANGE IN CASH POSITION DURING THE PERIOD                                               -                 -                -


CASH POSITION, BEGINNING OF THE PERIOD                                                  -                 -                -
                                                                           ---------------   ---------------  --------------


CASH POSITION, END OF THE PERIOD                                           $            -    $            -   $            -
===============================================================================================================================


SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS:
    Cash paid for income taxes                                             $            -    $            -   $            -
    Cash paid for interest                                                              -                 -                -
===============================================================================================================================


SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING, INVESTING, AND FINANCING
  ACTIVITIES:
    Common shares issued for services                                      $            50   $             -  $             -
    Expenses paid by related entity on behalf of the Company                        13,474               541            9,672
===============================================================================================================================
</TABLE>



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



                                       6
<PAGE>


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                                    Deficit
                                                                                                Accumulated
                                                                                                     During
                                                    Common Stock                 Additional             the            Total
                                           --------------------------------         Paid in     Development    Stockholders'
                                                   Shares           Amount          Capital           Stage           Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>              <C>              <C>             <C>
BALANCE, JULY 18, 1997                                  -  $            -   $            -   $            -  $            -

    Capital stock issued for services             500,000              50                -                -              50

    Loss for the period                                 -               -                -              (50)            (50)
                                           --------------  --------------   --------------   --------------  --------------

BALANCE, MARCH 31, 1998                           500,000              50                -              (50)              -

    Loss for the period                                 -               -                -                -               -
                                           --------------  --------------   --------------   --------------  --------------

BALANCE, MARCH 31, 1999                           500,000              50                -              (50)              -

    Shareholder capital contribution                    -               -           12,933                -          12,933

    Loss for the period                                 -               -                -          (12,933)        (12,933)
                                           --------------  --------------   --------------   --------------  --------------

BALANCE, MARCH 31, 2000                           500,000              50           12,933          (12,983)              -

    Shareholder capital contribution                    -               -              541                -             541

    Loss for the period                                 -               -                -           (7,291)         (7,291)
                                           --------------  --------------   --------------   --------------  --------------

BALANCE, DECEMBER 31, 2000                        500,000  $           50   $       13,474   $      (20,274) $       (6,750)
=============================================================================================================================
</TABLE>



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



                                       7
<PAGE>


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
DECEMBER 31, 2000

================================================================================


1.       ORGANIZATION OF THE COMPANY


         Solid Management  Corporation  ("the Company") was incorporated on July
         18,  1997 under the laws of Nevada to engage in any lawful  business or
         activity for which  corporations may be organized under the laws of the
         State of Nevada.

         The Company entered the development  stage in accordance with Statement
         of Financial  Accounting  Standards No. 7 on July 18, 1997. Its purpose
         is to evaluate,  structure  and  complete a merger  with,  or acquire a
         privately owned corporation.

         The  Company is a "Blank  Check"  company  which  plans to search for a
         suitable   business  to  merge  with  or  acquire.   Operations   since
         incorporation consisted primarily of obtaining capital contributions by
         the initial investors and activities  regarding the registration of the
         offering with the Securities and Exchange commission.

         In the opinion of management,  the  accompanying  financial  statements
         contain all adjustments  necessary (consisting only of normal recurring
         accruals)  to  present  fairly  the  financial   information  contained
         therein.  These  statements do not include all disclosures  required by
         generally  accepted  accounting   principles  and  should  be  read  in
         conjunction  with the audited  financial  statements of the Company for
         the year ended March 31, 2000. The results of operations for the period
         ended December 31, 2000 are not  necessarily  indicative of the results
         to be expected for the year ending March 31, 2001.



2.       GOING CONCERN


         The Company's  financial  statements  are prepared  using the generally
         accepted  accounting  principles  applicable to a going concern,  which
         contemplates  the  realization of assets and liquidation of liabilities
         in the normal course of business.  However,  the Company has no current
         source of revenue.  Without realization of additional capital, it would
         be  unlikely  for the  Company  to  continue  as a going  concern.  The
         Company's management plans on advancing funds on an as needed basis and
         in the  longer  term,  revenues  from the  operations  of the merger or
         acquisition candidate, if found. The Company's ability to continue as a
         going  concern is dependent on these  additional  management  advances,
         and, ultimately,  upon achieving profitable operations through a merger
         or acquisition candidate.


<TABLE>
<CAPTION>
         ====================================================================================================================

                                                                                                December 31,       March 31,
                                                                                                        2000            2000
         --------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>              <C>
         Deficit accumulated during the development stage                                    $       (20,274) $      (12,983)
         Working capital deficiency                                                                   (6,750)              -
         ====================================================================================================================
</TABLE>


                                       8
<PAGE>


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
DECEMBER 31, 2000

================================================================================

3.       SIGNIFICANT ACCOUNTING POLICIES

         USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions   that  affect  the  reported  amount  of  assets  and
         liabilities and the disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and  the  reported  amount  of
         revenues and expenses during the year. Actual results could differ from
         these estimates.

         LOSS PER SHARE

         Earnings  per  share are  provided  in  accordance  with  Statement  of
         Financial  Accounting  Standards No. 128,  "Earnings Per Share".  Basic
         loss per share is  computed  by  dividing  losses  available  to common
         shareholders   by  the  weighted   average   number  of  common  shares
         outstanding during the year.

         INCOME TAXES

         Income taxes are  provided in  accordance  with  Statement of Financial
         Accounting  Standards  No. 109  ("SFAS  109"),  "Accounting  for Income
         Taxes". A deferred tax asset or liability is recorded for all temporary
         differences  between financial and tax reporting and net operating loss
         carryforwards.  Deferred  tax  expenses  (benefit)  result from the net
         change during the year of deferred tax assets and liabilities.

         Deferred tax assets are reduced by a valuation  allowance  when, in the
         opinion of management,  it is more likely than not that some portion or
         all of the  deferred  tax assets  will not be  realized.  Deferred  tax
         assets and  liabilities  are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.

         COMPREHENSIVE INCOME

         The Company has adopted Statement of Financial Accounting Standards No.
         130 ("SFAS 130"),  "Reporting  Comprehensive  Income".  This  statement
         establishes  rules for the  reporting of  comprehensive  income and its
         components.   The   adoption  of  SFAS  130  had  no  impact  on  total
         stockholders' equity as of December 31, 2000.

         ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         In September  1998, the Financial  Accounting  Standards Board ("FASB")
         issued  Statement  of  Financial  Accounting  Standards  No. 133 ("SFAS
         133"),  "Accounting for Derivative  Instruments and Hedging Activities"
         which  establishes  accounting  and reporting  standards for derivative
         instruments and for hedging  activities.  SFAS 133 is effective for all
         fiscal  quarters of fiscal years beginning after June 15, 1999. In June
         1999,  the FASB issued SFAS 137 to defer the effective date of SFAS 133
         to fiscal  quarters of fiscal years  beginning after June 15, 2000. The
         Company does not  anticipate  that the adoption of the  statement  will
         have a significant impact on its financial statements.

         STOCK-BASED COMPENSATION

         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based  Compensation," encourages, but does not require, companies
         to record compensation cost for stock-based employee compensation plans
         at fair  value.  The  Company  has  chosen to account  for  stock-based
         compensation   using  Accounting   Principles  Board  Opinion  No.  25,
         "Accounting  for Stock Issued to Employees."  Accordingly  compensation
         cost for stock options is measured as the excess, if any, of the quoted
         market price of the  Company's  stock at the date of the grant over the
         amount an employee is required to pay for the stock.



                                       9
<PAGE>


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
DECEMBER 31, 2000

================================================================================

4.       CAPITAL STOCK


         The Company's  authorized  capital stock consists of 100,000,000 shares
         of common stock,  with a par value of $0.0001 per share.  All shares of
         common stock have equal  voting  rights and,  when  validly  issued and
         outstanding,  are  entitled  to one vote per share in all matters to be
         voted  upon  by  shareholders.  The  shares  of  common  stock  have no
         pre-emptive,  subscription,  conversion or redemption rights and may be
         issued  only as fully paid and  non-assessable  shares.  Holders of the
         common  stock  are  entitled  to  share   pro-rata  in  dividends   and
         distributions  with respect to the common stock,  as may be declared by
         the Board of Directors out of funds legally available.

         On July 18, 1997, the Company issued 500,000 shares of common stock for
         services at a deemed value of $50.

         On  September 6, 2000,  the Company  implemented  a 20:1 forward  stock
         split  which was  subsequently  rescinded  on  October  17,  2000.  The
         statements of changes in stockholders' equity has been restated to give
         retroactive recognition of the stock split and rescinded stock split by
         reclassifying to common stock from additional paid-in capital,  the par
         value of  shares  arising  from the split  rescinded  stock  split.  In
         addition,  all  references to number of shares and per share amounts of
         common  stock  have  been  restated  to  reflect  the  stock  split and
         rescinded stock split.


         PROPOSED PUBLIC OFFERING OF COMMON STOCK

         The Company is  preparing  to commence  with a "Blank  Check"  offering
         subject to Rule 419 of the  Securities  Act of 1933,  as  amended,  for
         500,000 common shares to be sold at a price of $0.10 per share.


         RULE 419 REQUIREMENTS

         Rule  419  requires  that  offering   proceeds,   after  deduction  for
         underwriting  commissions,  underwriting  expenses and deal  allowances
         issued,  be deposited  into an escrow or trust account (the  "Deposited
         Funds"  and  "Deposited  Securities",   respectively)  governed  by  an
         agreement which contains certain terms and provisions  specified by the
         Rule. Under Rule 419, the Deposited Funds and Deposited Securities will
         be released to the company  and to the  investors,  respectively,  only
         after the company has met the following three basic conditions.  First,
         the company must execute an agreement(s) for an acquisition(s)  meeting
         certain   prescribed   criteria.   Second,  the  company  must  file  a
         post-effective  amendment to the  registration  statement that includes
         the  terms of a  reconfirmation  offer  that  must  contain  conditions
         prescribed by the rules. The post-effective amendment must also contain
         information   regarding   the   acquisition    candidate(s)   and   its
         business(es),  including audited financial statements. The agreement(s)
         must  include,  as a  condition  precedent  to  their  consummation,  a
         requirement  that  the  number  of  investors  representing  80% of the
         maximum proceeds must elect to reconfirm their investments.  Third, the
         company  must conduct the  reconfirmation  offer and satisfy all of the
         prescribed   conditions,   including  the  condition   that   investors
         representing 80% of the Deposited Funds must elect to remain investors.
         The  post-effective  amendment  must  also  include  the  terms  of the
         reconfirmation  offer  mandated by Rule 419. The  reconfirmation  offer
         must  include  certain  prescribed  conditions  that must be  satisfied
         before the  Deposited  Funds and Deposited  Securities  can be released
         from escrow.  After the company submits a signed  representation to the
         escrow agent that the  requirements of Rule 419 have been met and after
         the  acquisition(s)  is  consummated,  the escrow agent can release the
         Deposited  Funds  and  Deposited  Securities.   Investors  who  do  not
         reconfirm  their  investments  will  receive  the  return of a pro-rata
         portion thereof; and in the event investors  representing less than 80%
         of the Deposited Funds reconfirm their investments, the Deposited Funds
         will be returned to the investors on a pro-rata basis.



                                       10
<PAGE>


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
DECEMBER 31, 2000

================================================================================


5.       INCOME TAXES

         The Company's total deferred tax asset at December 31 is as follows:

<TABLE>
<CAPTION>
         =====================================================================================================================
                                                                                                         2000           1999
         ---------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>            <C>
         Tax benefit of net operating loss carryforward                                         $       3,041  $         534
         Valuation allowance                                                                           (3,041)          (534)
                                                                                                -------------  -------------

                                                                                                $          -   $          -
         =====================================================================================================================
</TABLE>

        The Company  has a net  operating  loss  carryforward  of  approximately
        $20,274, which if not used, will expire between the years 2018 and 2020.
        The Company has provided a full valuation  allowance on the deferred tax
        asset because of the uncertainty regarding realizability.


6.      RELATED PARTY TRANSACTIONS

        The  Company  does not  maintain a  checking  account  and all  expenses
        incurred by the Company are paid by an  affiliate.  For the period ended
        December 31, 2000, the Company incurred  professional fees of $7,235 and
        office and  miscellaneous  expense of $56. The affiliate does not expect
        to be  repaid  for  the  expenses  it  pays on  behalf  of the  Company.
        Accordingly, as the expenses are paid, they are classified as additional
        paid-in capital.



                                       11
<PAGE>

                                PLAN OF OPERATION

The following discussion of the plan of operations of the Company should be read
in  conjunction  with the  financial  statements  and the related  notes thereto
included  elsewhere in this quarterly  report for the nine months ended December
31, 2000. This quarterly report contains certain forward-looking  statements and
the  Company's  future  operation  results  could differ  materially  from those
discussed herein.

Introduction
------------

We intend to seek to acquire assets or shares of an entity actively engaged in a
business that generates  revenues,  in exchange for its securities.  We have not
identified  a  particular  acquisition  target  and  have not  entered  into any
negotiations  regarding an acquisition.  As soon as this registration  statement
becomes  effective  under  Section  12 of the `34  Act,  we  intend  to  contact
investment bankers, corporate financial analysts, attorneys and other investment
industry  professionals through various media. None of our 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 with us as of the date of this registration statement.

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable state statutes governing how the transaction is structured, our Board
of  Directors  expects  that it will  provide  our  shareholders  with  complete
disclosure  documentation  concerning a potential  business  opportunity and the
structure of the proposed business combination prior to consummation. Disclosure
is expected to be in the form of a proxy or information  statement,  in addition
to the post-effective amendment.

While any disclosure  must include  audited  financial  statements of the target
entity,  we cannot  assure you that such audited  financial  statements  will be
available.  As part of the  negotiation  process,  the Board of  Directors  does
intend to obtain certain assurances of value, including statements of assets and
liabilities,  material  contracts,  accounts  receivable  statements,  or  other
indicia of the target  entity's  condition  prior to consummating a transaction,
with further  assurances  that an audited  statement  would be provided prior to
execution of a merger or acquisition  agreement.  Closing documents will include
representations  that the value of the assets  transferred  will not  materially
differ  from the  representations  included  in the  closing  documents,  or the
transaction will be voidable.

Due to our intent to remain a shell  corporation  until a merger or  acquisition
candidate is identified,  it is anticipated that its cash requirements  shall be
minimal,  and  that all  necessary  capital,  to the  extent  required,  will be
provided by the directors or officers. We do not anticipate that we will have to
raise  capital in the next twelve  months.  We also do not expect to acquire any
plant or significant equipment.

We have not,  and do not intend to enter into,  any  arrangement,  agreement  or
understanding   with   non-management   shareholders   allowing   non-management
shareholders  to  directly  or  indirectly   participate  in  or  influence  our
management of the Company.  Management  currently holds 60.8% of our stock. As a
result,  management is in a position to elect a majority of the directors and to
control our affairs.

We have no full time  employees.  Our  President  and  Secretary  have agreed to
allocate a portion of their time to our activities, without compensation.  These
officers  anticipate that our business plan can be implemented by their devoting
approximately  five (5)  hours  each  per  month to our  business  affairs  and,
consequently, conflicts of interest may arise with respect to their limited time
commitment. We do not expect any significant changes in the number of employees.

Our officers and directors may become  involved with other  companies who have a
business purpose similar to ours. As a result,  potential  conflicts of interest
may arise in the future.  If a conflict does arise and an officer or director is
presented with business  opportunities  under circumstances where there may be a
doubt as to whether the opportunity should belong to us or another "blank check"
company they are affiliated  with, they will disclose the opportunity to all the
companies. If a situation arises where more



                                       12
<PAGE>

than one company  desires to merge with or acquire  that target  company and the
principals of the proposed target company have no preference as to which company
will merge with or acquire the target  company,  the company  that first filed a
registration  statement  with the  Securities  and Exchange  Commission  will be
entitled to proceed with the proposed transaction.

General Business Plan
---------------------

Our purpose is to seek, investigate and, if investigation  warrants,  acquire an
interest  in  business  opportunities  presented  to it by persons or firms that
desire  to  seek  the  perceived   advantages  of  an  Exchange  Act  registered
corporation. We will not restrict our search to any specific business, industry,
or  geographical  location  and we 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 restrict our  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 we
have  nominal  assets  and  limited  financial  resources.   See  the  financial
statements at page F-1 of this prospectus.  This lack of diversification  should
be considered a substantial risk to our shareholders  because it will not permit
us to offset potential losses from one venture against gains from another.

We may seek a business  opportunity  with entities that have recently  commenced
operations,  or that 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.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We anticipate that the selection of a business  opportunity  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 perceived benefits
of a  publicly  registered  corporation.  The  perceived  benefits  may  include
facilitating or improving the terms for additional  equity financing that 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 these business  opportunities  extremely difficult
and complex.

We have, and will continue to have, no capital to provide the owners of business
opportunities  with any significant  cash or other assets.  However,  management
believes  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity to acquire a controlling ownership interest in a publicly registered
company  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-KSBs,  10-Q's or 10-QSBs,  agreements and related reports and documents.  The
`34 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 `34 Act.  Nevertheless,  our officers and directors have not
conducted  market  research  and are not aware of  statistical  data that  would
support the perceived  benefits of a merger or acquisition  transaction  for the
owners of a business opportunity.

The analysis of new business  opportunities  will be  undertaken by our officers
and  directors,  none of whom is a  professional  business  analyst.  Management
intends  to  concentrate  on  identifying   preliminary   prospective   business
opportunities that may be brought to our attention through present  associations
of our officers and directors, or by our shareholders.  In analyzing prospective
business opportunities, management will consider:



                                       13
<PAGE>

         *        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 that may be
                  available and the depth of that management;
         *        the   potential   for  further   research,   development,   or
                  exploration;
         *        specific  risk  factors  not  now  foreseeable  but  could  be
                  anticipated to impact our proposed activities;
         *        the potential for growth or expansion;
         *        the potential for profit;
         *        the perceived  public  recognition  of acceptance of products,
                  services, or trades;
         *        name identification; and
         *        other relevant factors.

Our officers and directors  expect to meet  personally  with  management and key
personnel  of  the  business  opportunity  as  part  of  their  "due  diligence"
investigation.  To the extent possible, we intend to utilize written reports and
personal  investigations  to evaluate the above factors.  We will not acquire or
merge with any company that cannot provide audited financial statements within a
reasonable period of time after closing of the proposed transaction.

Our management, while probably not especially experienced in matters relating to
our prospective  new business,  shall rely upon their own efforts and, to a much
lesser extent,  the efforts of our  shareholders,  in accomplishing our business
purposes. We do not anticipate that any outside consultants or advisors,  except
for our legal counsel and accountants,  will be utilized by us to accomplish our
business  purposes.  However,  if we do retain an outside consultant or advisor,
any cash fee will be paid by the prospective merger/acquisition candidate, as we
have no cash  assets.  We have no  contracts  or  agreements  with  any  outside
consultants and none are contemplated.

We will not restrict our search for any specific kind of firms,  and may acquire
a  venture  that  is in its  preliminary  or  development  stage  or is  already
operating. We cannot predict at this time the status of any business in which we
may become engaged,  because the business may need to seek  additional  capital,
may  desire to have its shares  publicly  traded,  or may seek  other  perceived
advantages that we may offer.  Furthermore,  we do not intend to seek capital to
finance  the  operation  of any  acquired  business  opportunity  until  we have
successfully consummated a merger or acquisition.

We anticipate that we will incur nominal expenses in the  implementation  of its
business  plan.  Because we haveno capital  to pay these  anticipated  expenses,
present management will pay these charges with their personal funds, as interest
free loans,  for a minimum of twelve  months from the date of this  registration
statement.  If additional  funding is necessary,  management and or shareholders
will  continue to provide  capital or arrange for  additional  outside  funding.
However,  the only  opportunity  that  management has to have these loans repaid
will be from a prospective  merger or acquisition  candidate.  Management has no
agreements  with us that  would  impede or  prevent  consummation  of a proposed
transaction. We cannot assure, however, that management will continue to provide
capital  indefinitely  if a  merger  candidate  cannot  be  found.  If a  merger
candidate  cannot be found in a  reasonable  period of time,  management  may be
required to reconsider its  business   strategy,   which  could  result  in  our
dissolution.

A business  combination  involving the issuance of our common stock will, in all
likelihood,  result in shareholders of a private company obtaining a controlling
interest in the Company.  If that occurs,  management may be required to sell or
transfer all or a portion of the Company's common stock held by



                                       14
<PAGE>

them,  or resign  as  members  of the Board of  Directors  of the  Company.  The
resulting  change in control  could  result in  removal  of one or more  present
officers and directors and a corresponding  reduction in or elimination of their
participation in our future affairs.

Acquisition of Opportunities
----------------------------

In implementing a structure for a particular business acquisition, we 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 our  present  management  and  shareholders  will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
shareholders.  Furthermore,  management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other  shareholders on
similar terms and conditions.  Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

While the actual terms of a transaction  that  management  may not be a party to
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 that event, our shareholders  would retain 20% or less of the issued
and  outstanding  shares  of  the  surviving  entity,   which  would  result  in
significant dilution in the equity of the shareholders.

As part of the "due  diligence"  investigation,  our officers and directors 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 our limited financial
resources and management  expertise.  How we will  participate in an opportunity
will depend on the nature of the  opportunity,  the respective needs and desires
of  the  parties,  the  management  of  the  target  company  and  our  relative
negotiation strength.

With  respect to any merger or  acquisition,  negotiations  with target  company
management  are  expected to focus on the  percentage  of our  Company  that 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,  our shareholders  will probably hold a
substantially  lesser  percentage  ownership  interest  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the  event  we  acquire  a  company  with  substantial  assets.  Any  merger  or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

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

As stated  previously,  we will not acquire or merge with any entity that cannot
provide independent audited financial statements  concurrent with the closing of
the proposed  transaction.  We are subject to the reporting  requirements of the
`34 Act. Included in these requirements is our affirmative duty to file


                                       15
<PAGE>

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 our audited financial statements included in our annual
report on Form  10-KSB and  quarterly  reports on Form  10-QSB.  If the  audited
financial  statements are not available at closing,  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 our present
management.  If the  transaction  is voided,  the agreement  will also contain a
provision  providing  for the  acquisition  entity to reimburse us for all costs
associated with the proposed transaction.

Competition
-----------

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

"CAUTIONARY  STATEMENT  FOR  PURPOSES  OF THE "SAFE  HARBOR"  PROVISIONS  OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-QSB are  forward-looking  statements based
on current  expectations  and involve risks and  uncertainties.  Forward-looking
statements  include,  but are not limited  to,  statements  under the  following
heading:  "Managements Discussion And Analysis Or Plan Of Operations" the timing
and  expected  profitable  results  of  sales  and the  need  for no  additional
financing.

                                     PART II
                                OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         None

Item 2   CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

Item 3   DEFAULTS UPON SENIOR SECURITIES

         None

Item 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Item 5   OTHER INFORMATION

         None

Item 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit 27.1 - Financial Data Schedule



                                       16
<PAGE>

         (b)      Reports on Form 8-K

                  None

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                      SOLID MANAGEMENT CORP.


Dated:  February 13, 2001             Per: /s/ Andrea Carley
                                           -------------------------------------
                                           Andrea Carley, President and Director


                                       17