SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-KSB
        Annual Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
(Mark One)
[ X ]     Annual report pursuant to section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the fiscal year ended December 31, 2000

[   ]     Transition report under section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from _____ to  _____

                 Commission File Number 0-25765

                 Patriot Investment Corporation
         (Name of small business issuer in its charter)

            Nevada                          87-0429748
(State or other jurisdiction of     (I.R.S. Employer I.D. No.)
incorporation or organization)

        6269 Jamestown Court, Salt Lake City, Utah  84121
      (Address and Zip Code of principal executive offices)

Issuer's telephone number, including area code: 801-566-6627

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

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

              $.001 par value, common voting shares
                        (Title of class)

Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [ X ]   No [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [    ]

The issuer's revenue for its most recent fiscal year was: $-0-

The aggregate market value of the issuer's voting stock held as
of March 22, 2001, by non-affiliates of the issuers was $76,969.

As of March 22, 2001, issuer had 25,000,000 shares of its $.001
par value common stock outstanding.

Transitional Small Business Format:   Yes [   ]   No [ X ]
Documents incorporated by reference: none


<PAGE>

                             PART I

Item 1.  Description of Business.

     Patriot Investment Corporation, ("Patriot" or the "Company")
was originally incorporated in Nevada on January 13, 1986.  The
Company has not had active business operations since its
inception and is considered a development stage company.  In
1993, the Company entered into an agreement with Bradley S.
Shepherd in which Mr. Shepherd agreed to become an officer and
director of the Company and use his best efforts to organize and
update the books and records of the Corporation and seek business
opportunities for acquisition or participation by the Company.

     The Company intends to seek, investigate, and if warranted,
acquire an interest in a business opportunity.  The Company does
not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore,
engage in essentially any business in any industry.  The Company
has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such
opportunities, economic conditions and other factors.

     The selection of a business opportunity in which to
participate is complex and extremely risky and will be made by
management in the exercise of its business judgment.  There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.

     The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which will, in all probability, act without the
consent, vote, or approval of the Company's shareholders.

Sources of Opportunities

     It is anticipated that business opportunities may be
available to the Company from various sources, including its
officers and directors, professional advisers, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.

     The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained.  In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.

Criteria

     The Company will not restrict its search to any particular
business, industry or geographical location.  The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development.  The Company may enter
into a business or opportunity involving a "start up" or new
company.  The Company may acquire a business opportunity in
various stages of its operation.

     In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.

     In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements;

                                2
<PAGE>

the history of operations, if any; prospects for the future; the
nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of the management; the potential for further research,
development or exploration; the potential for growth and
expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, trade or service
marks, name identification; and other relevant factors.

     Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.

Methods of Participation of Acquisition

     Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected.  Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction.  The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.

Procedures

     As part of the Company's investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.

     The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service and company
history; management resumes; financial information; available
projections with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto;
present and proposed forms of compensation to management; a
description of transactions between the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.

Competition

     The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity.  The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.

Employees

     The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.

Item 2.  Description of Property.

     The Company does not currently own any property.  The
Company utilizes office space in the residence of Bradley S.
Shepherd at no cost.  Until such time as the Company pursues a
viable business opportunity and recognizes income, it will not
seek independent office space.

                                3
<PAGE>

Item 3.  Legal Proceedings.

     No legal proceedings are threatened or pending against the
Company or any of its officers or directors.  Further, none of
the Company's officers or directors or affiliates of the Company
are parties against the Company or have any material interests in
actions that are adverse to the Company's interests.

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

     No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.

                             PART II

Item 5.  Market for Common Equity and Related Stockholder
Matters.

     The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "PTRT".  As of March
22, 2001, the Company had 123 shareholders holding 25,000,000
shares of common stock.  Of the issued and outstanding common
stock, 1,231,500 are free trading, the balance are restricted
stock as that term is used in Rule 144.

                         CLOSING BID                CLOSING ASK
                          High           Low           High        Low
1999
First Quarter            0.0100        0.0100         0.0500      0.0500
Second Quarter           0.0100        0.0100         0.0100      0.0500
Third Quarter            0.0500        0.0100         0.1000      0.1000
Fourth Quarter           0.2500        0.0100         0.6250      0.1000

2000
First Quarter            0.2000        0.0200         0.5000      0.1000
Second Quarter           0.2000        0.1875         0.5625      0.5000
Third Quarter            0.2000        0.1250         0.5625      0.1875
Fourth Quarter           0.2000        0.0938         0.2500      0.1250

     The above quotations, as provided by the National Quotation
Bureau, LLC, represent prices between dealers and do not include
retail markup, markdown or commission.  In addition, these
quotations do not represent actual transactions.

     The Company has not paid, nor declared, any dividends since
its inception and does not intend to declare any such dividends
in the foreseeable future. The Company's ability to pay dividends
is subject to limitations imposed by Nevada law. Under Nevada
law, dividends may be paid to the extent that the corporation's
assets exceed its liabilities and it is able to pay its debts as
they become due in the usual course of business.

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

     The Company has little cash and has experienced losses from
inception. The Company has not had any revenues from operations
in each of the last two fiscal years.  As of December 31, 2000,
the Company had $1,112 cash on hand. As of that date, the Company
had no outstanding liabilities. The Company has no material
commitments for capital expenditures for the next twelve months.

     As of the date of this report, the Company has yet to
generate positive cash flow from operations. Since inception, the
Company has primarily financed its operations through the sale of
common stock. The Company believes that its current cash needs
can be met with the cash on hand for at least the next

                                4
<PAGE>

twelve months. However, should the Company obtain a business
opportunity, it may be necessary to raise additional capital.
This may be accomplished by selling common stock of the Company.

     Management of the Company intends to actively seek business
opportunities for the Company during the next twelve months.

Item 7.  Financial Statements.

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.

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

     None.

                            PART III

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

     The following table sets forth the name, age, position and
office term of each executive officer and director of the
Company.

Name                    Age   Positions              Since

Bradley S. Shepherd     40    Director, President,   February 1993
                              Secretary/Treasurer

Todd Gee                41    Director               February 1993

     All directors serve until the next annual stockholders
meeting or until their successors are duly elected and qualified.
All officers serve at the discretion of the Board of Directors.

     Set forth below is certain biographical information
regarding each of the Company's executive officers and directors:

     Bradley S. Shepherd, Director, President,
Secretary/Treasurer.  Mr. Shepherd is the owner and manager of
Shepherd's Allstar Lanes, Inc., a bowling center, restaurant, and
lounge located in West Jordan, Utah.  After managing the business
for three years, Mr. Shepherd purchased the business in June of
1993. Mr. Shepherd also manages and is trustee for the Roger L.
Shepherd Family Trust, which owns and leases commercial office
and warehouse buildings and residential properties in the Salt
Lake City area.

     Todd Gee, Director.  Mr. Gee is the owner and operator of
the Hardwood Flooring Company, a Utah general partnership engaged
in the installation of all types of hardwood flooring.  Form 1982
to 1984, Mr. Gee attended the University of Utah.

     Other Reporting Company Activities.  Bradley S. Shepherd is
currently an officer and director of Siclone Industries, Inc., a
reporting company, which is seeking to acquire a business
opportunity.  The possibility exists that Mr. Shepherd could
become an officer and/or director of other reporting companies in
the future, although he has no intention of doing so at the
present time.  Certain conflicts of interest are inherent in the
participation of the Company's officer and director as management
in other reporting companies, which may be difficult, if not
impossible, to resolve in all cases in the best interests of the
Company.  Failure by management to conduct the Company's business
in its best interests may result in liability of management of
the Company to the shareholders.

                                5
<PAGE>

Item 10.  Executive Compensation

     The Company's officers and directors do not receive any
compensation for services rendered to the Company, have not
received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company.  The
officers and directors of the Company will not receive any
finder's fee from the Company as a result of their efforts to
implement the Company's business plan outlined herein.  However,
the officers and directors of the Company anticipate receiving
benefits as beneficial shareholders of the Company's common
stock.

     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.

Employment Contracts and Termination of Employment and Change in
Control Arrangement.

     There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in Cash Compensation set out above which would in
any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's
responsibilities following a change of control of the Company.

Item 11.  Security Ownership of Certain Beneficial Owners and
Management.

     The following table sets forth as of March 22, 2001, the
number and percentage of the 25,000,000 shares of outstanding
common stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is
currently a director of the Company, (ii) each executive officer,
(iii) all current directors and executive officers of the Company
as a group and (iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the
outstanding common stock.  Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to
community property laws where applicable.

Name and Address                 Amount              Percentage

Bradley S. Shepherd (1)        22,990,000               91.96
6269 Jamestown Court
Salt Lake City, UT 84121

Todd Gee (1)                      200,000                 0.8
265 E. Hampton Avenue
Salt Lake City, UT 84111

Officers, Directors and        23,190,000               92.76
Nominees as a Group:
2 people

(1) Officer and/or director.

Item 12.  Certain Relationships and Related Transactions.

     The Company utilizes office space at the residence of Mr.
Shepherd to conduct its activities at no charge to the Company.

     For the year ended December 31, 2000, the Company's
president advanced $5,000 to the Company.

                                6
<PAGE>

Item 13.  Exhibits and Reports on Form 8-K.

Reports on Form 8-K

      No reports on Form 8-K were filed during the quarter ended
December 31, 1999.

Exhibits

     None

                           SIGNATURES

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

                                   Patriot Investment Corporation



Date: March 30, 2001               By: /s/ Bradley S. Shepherd
                                          Bradley S. Shepherd
                                          President, Secretary/Treasurer


     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


Date: March 30, 2001                By: /s/Bradley S. Shepherd
                                          Bradley S. Shepherd
                                          Director

Date: March 30, 2001                By: /s/Todd Gee
                                           Todd Gee
                                           Director

                                7
<PAGE>







                 PATRIOT INVESTMENT CORPORATION
                 (A Development Stage Company)


                       TABLE OF CONTENTS

                                                          Page

     Independent Auditors' Report                         F-2

     Balance Sheets - December 31, 2000 and 1999          F-3

     Statements of Operations for the Years Ended
       December 31, 2000 and 1999 and for the Period from
       January 13, 1986 (Inception) to December 31, 2000  F-4

     Statement of Stockholders' Equity (Deficit) for the
       Period From Inception of the Development Stage
       January 13, 1986 Through December 31, 2000         F-5

     Statements of Cash Flows for the Years Ended
       December 31, 2000 and 1999 and for the Period from
       January 13, 1986 (Inception) to December 31, 2000  F-6

     Notes to the Financial Statements                    F-7


                               F-1
<PAGE>



HANSEN, BARNETT & MAXWELL
  A Professional Corporation
 CERTIFIED PUBLIC ACCOUNTANTS

                                                  (801) 532-2200
Member of AICPA Division of Firms               Fax (801) 532-7944
      Member of SECPS                      345 East Broadway, Suite 200
Member of Summit International Associates  Salt Lake City, Utah 84111-2693


                  INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Patriot Investment Corporation

We have audited the accompanying balance sheets of Patriot
Investment Corporation (a development stage company) as of
December 31, 2000 and 1999, and the related statements of
operations, stockholders' equity (deficit), and cash flows for
the years then ended and the cumulative period from January 1,
1994 through December 31, 2000. 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 audits.  The financial statements of
Patriot Investment Corporation for the period from inception on
January 13, 1986 through December 31, 1993 were audited by other
auditors whose report dated January 15, 1995, expressed an
unqualified opinion with an explanatory paragraph describing
conditions that raised substantial doubt about its ability to
continue as a going concern on those statements.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Patriot Investment Corporation as of December 31, 2000 and
1999, and the results of its operations and its cash flows for
the years then ended and for the years ended December 31, 2000
and 1999 included in the period from inception on January 13,
1986 through December 31, 2000 in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has little
cash and has experienced losses from inception that raise
substantial doubt about its ability to continue as a going
concern.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

                                   HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
March 10, 2001

                               F-2
<PAGE>



                    PATRIOT INVESTMENT CORPORATION
                    (A Development Stage Company)
                            BALANCE SHEETS
                      DECEMBER 31, 2000 AND 1999



     ASSETS

                                                               2000       1999

Current Assets - Cash                                    $     1,112   $    376

Total Assets                                             $     1,112   $    376


            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities
 Accounts payable                                         $    2,083  $      -
 Advance from officer/director                                 5,000         -

     Total Liabilities                                         7,083         -

Stockholders' Equity (Deficit)
     Preferred Stock, $0.001 par value; 10,000,000 shares
     authorized; no shares issued and outstanding         $        -  $      -
     Common Stock, $0.001 par value; 50,000,000 shares
     authorized; 25,000,000 shares issued and outstanding
    as of December 31, 2000 and 1999                          25,000    25,000
     Additional paid in capital                              141,376   141,376
     Deficit accumulated during development stage           (172,347) (166,000)

          Total Stockholders' Equity (Deficit)                (5,971)      376

Total Liabilities and Stockholders' Equity (Deficit)      $    1,112  $    376


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

                                  F-3
<PAGE>


                    PATRIOT INVESTMENT CORPORATION
                    (A Development Stage Company)
                       STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
        AND FOR THE PERIOD FROM JANUARY 13, 1986 (INCEPTION)
                         TO DECEMBER 31, 2000

                                                              From Inception
                                                              On January 13,
                                                              1986 Through
                                                                December 31,
                                        2000          1999         2000

Revenue                              $           - $         -  $          -

Expenses                                     6,347       9,538        28,871

Loss From Discontinued Operations                -           -       143,476

Net Loss                             $     (6,347) $    (9,538) $   (172,347)

Basic Loss Per Share                 $      (0.00) $     (0.00) $      (0.02)

Weighted Average Shares Outstanding     25,000,000   20,000,000    8,296,101

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

                                  F-4
<PAGE>


                    PATRIOT INVESTMENT CORPORATION
                    (A Development Stage Company)
             STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
        FOR THE PERIOD FROM INCEPTION OF THE DEVELOPMENT STAGE
              JANUARY 13, 1986 THROUGH DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                                                                    Deficit
                                                                                 Accumulated
                                                                      Additional  During the
                                                   Common Shares        Paid-In  Development
                                                  Shares    Amount      Capital     Stage
<S>                                            <C>          <C>       <C>         <C>
Balance at Inception
  on January 13, 1986                                   -   $      -  $        -  $         -

Issuance of 600,000 shares to the
  officers and directors for cash,
   January 13, 1986, $0.025 per share             600,000        600      14,400            -
Issuance of 1,500,000 shares of
  common stock to the public for cash,
   January 13, 1986, $0.10 per share            1,500,000      1,500     148,500            -
Less deferred stock offering costs                      -          -     (21,524)           -
Issuance of stock to officer for cash:
  December 30, 1993, $.001 per share            5,000,000      5,000           -            -
  July 27, 1995, $.001 per share                1,000,000      1,000           -            -
  November 1, 1995, $.001 per share               100,000        100           -            -
  December 12,1995, $.001 per share             1,250,000      1,250           -            -
  December 29,1995, $.001 per share             1,750,000      1,750           -            -
  December 28, 1995, $.001 per share            1,500,000      1,500           -            -
  December 31, 1996, $.001 per share            2,300,000      2,300           -            -
  December 31, 1997, $.001 per share            5,000,000      5,000           -            -
Net loss from inception (January 13,
 1986) through December 31, 1997                        -          -           -     (155,387)

Balance - December 31, 1997                    20,000,000     20,000     141,376     (155,387)

Net loss for the year ended
   December 31, 1998                                    -          -           -       (1,075)

Balance - December 31, 1998                    20,000,000     20,000     141,376     (156,462)

Issuance of 5,000,000 shares common
   stock to officer for cash advances received,
   December 31, 1999, $.001 per share           5,000,000      5,000           -            -
Net loss for the year ended
   December 31, 1999                                    -          -           -       (9,538)

Balance - December 31, 1999                    25,000,000     25,000     141,376     (166,000)

Net loss for the year ended
   December 31, 2000                                     -         -           -       (6,347)

Balance - December 31, 2000                     25,000,000   $25,000  $  141,376  $  (172,347)
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                  F-5
<PAGE>

                    PATRIOT INVESTMENT CORPORATION
                    (A Development Stage Company)
                       STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
         AND FOR THE PERIOD FROM JANUARY 13, 1986 (INCEPTION)
                         TO DECEMBER 31, 2000



                                                               From Inception
                                                               On January
                                                               13, 1986
                                                               Through
                                                               December 31,
                                                   2000     1999      2000
Cash Flows from Operating Activities
   Net loss                                    $(6,347)  $(9,538)  $(172,347)
   Adjustments to reconcile net loss to cash
      used in operating activities:
   Change in accounts payable                    2,083        -        2,083

    Net Cash Used in Operating Activities       (4,264)   (9,538)   (170,264)

Cash Flows from Financing Activities
 Proceeds from issuance of common stock
                                                      -        -     161,376
   Advances from officer                         5,000     5,000      10,000

      Net Cash Provided by Financing Activities  5,000     5,000     171,376

Net Increase (Decrease) in Cash                    736    (4,538)      1,112

Cash at Beginning of Year                          376     4,914         -

Cash at End of Year                            $ 1,112   $   376    $  1,112

Supplemental Cash Flow Information
  Noncash Investing and Financing Activities - On December 31, 1999,
  The Company issued 5,000,000 common shares to the Company's
  president in exchange for $5,000 of advances received during the
  year ended December 31, 1999.

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

                                  F-6
<PAGE>


                 PATRIOT INVESTMENT CORPORATION
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
                   DECEMBER 31, 2000 AND 1999

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The financial statements presented are those of
  Patriot Investment Corporation (a development stage company).
  The Company was incorporated under the laws of the State of
  Nevada on January 13, 1986. The Company was incorporated for
  the purpose of providing a vehicle, which could be used to
  raise capital and seek business opportunities, believed to
  hold a potential for profit. The Company has not presently
  identified a specific business area of direction that it will
  follow. Therefore, no principal operations have yet begun.

  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 amounts of assets and liabilities at the
  date of the financial statements and the reported amounts of
  revenues and expenses during the reporting period. Actual
  results could differ from those estimates.

  Cash and Cash Equivalents - Cash equivalents include highly
  liquid short-term investments with original maturities of
  three months or less, readily convertible to known amounts of
  cash.

  Basic and Diluted Loss Per Common Share - In the fourth
  quarter 1998, the Company adopted Statement of Financial
  Accounting Standards (SFAS) No. 128, Earnings Per Share. Under
  SFAS 128, loss per common share is computed by dividing net
  loss available to common stockholders by the weighted-average
  number of common shares outstanding during the period. Diluted
  loss per share reflects the potential dilution, which could
  occur if all contracts to issue common stock were exercised or
  converted into common stock or resulted in the issuance of
  common stock. In the Company's present position, diluted loss
  per share is the same as basic loss per share.

  Basis of Presentation - The Company's financial statements are
  prepared using the generally accepted accounting principles
  applicable to a going concern that contemplates the
  realization of assets and liquidation of liabilities in the
  normal course of business. However, the Company has little
  cash and has experienced losses from inception. Without
  realization of additional adequate financing, it would be
  unlikely for the company to pursue and realize its objectives.
  The Company intends to seek a merger with an existing
  operating company.

                               F-7
<PAGE>


NOTE 2--RELATED PARTY TRANSACTION

  For  the  year ended December 31, 2000, the Company's president
  advanced  $5,000  to  the Company. Outstanding  advances  total
  $5,000  as  of  December 31, 2000. These advances  are  due  on
  demand and have no provision for interest.

  For the year ended December 31, 1999, the Company's president
  was issued 5,000,000 shares of common stock in exchange for
  cash advances received during the year in the amount of
  $5,000.

NOTE 3-INCOME TAXES

  The components of the net deferred tax asset as of December 31,
2000 are as follows:

     Tax Net Operating Loss Carry Forward  $  58,598
     Valuation Allowance                     (58,598)

     Net Deferred Tax Asset                $       -

  During the years ended December 31, 2000 and 1999, the
  valuation allowance increased $2,158 and $3,243, respectively.

  As  of  December  31, 2000 the Company had net  operating  loss
  carry  forwards  for federal income tax reporting  purposes  of
  $172,347 that will expire between 2001 and 2021.

  The following is a reconciliation of the income tax at the
  federal statutory tax rate with the provision of income taxes
  for the years ended December 31:

                                                     2000         1999

     Income tax benefit at statutory rate (34%)   $ (2,158)   $(3,243)
     Change in valuation allowance                   2,158      3,243

     Provision for Income Taxes                   $      -    $     -


                               F-8
<PAGE>