Bernard Allan & Edwards SB-2 Registration of securities for small business issuer

		BERNARD, ALLAN & EDWARDS, INC.
		CONSOLIDATED BALANCE SHEET
		AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
			ASSETS
							Audited
						Mar 31, 2001	Dec 31, 2000
	Current Assets:
	Cash					$ 102,859	$ 60,902
	Accounts Receivable					41,899	-
	Inventory					12,795	-
	Prepaid Expenses					3,604	-
	Total Current Assets					$ 161,157	$ 60,902
	Equipment
	Equipment					-	1,145
	Less Accumulated Depreciation						114
	Net Equipment					-	1,031
	Other Assets
	Deposits					5,450	-
	TOTAL					$ 166,607	$ 61,933
			LIABILITIES AND SHAREHOLDERS' EQUITY
	Current Liabilities:
	Accounts Payable					$ 1,950	-
	Commissions Payable					1,290	-
	Deposits Held					20,122	-
	Total Current Liabilities					$ 23,362	-
	Shareholders' Equity:
	Common stock - No Par Value
	30,000,000 shares authorized; 2,424,600 and
	1,177,100 shares issued and outstanding					151,799	64,756
	Deficit accumulated during the development
	stage					(8,554)	(2,823)
	TOTAL SHAREHOLDERS' EQUITY					143,245	61,933
	TOTAL					$ 166,607	$ 61,933
	The accompanying notes are an integral part of these financial statements.
		BERNARD, ALLAN & EDWARDS, INC.
			STATEMENT OF COMBINED OPERATIONS
		FOR THE PERIOD FEBRUARY 7, 2000 ( DATE OF INCEPTION)
			THROUGH MARCH 31, 2001
						Three Months	Audited
						Ended	Year Ended
						Mar 31, 2001	Dec 31, 2000
	Interest Income					$ 743	$867
	Expenses					6,474	3,690
	Income (Loss) Before Income Taxes					$ (5,731)	$ (2,823)
	Provision for Income Taxes					0	0
	Net Income (Loss)					$ (5,731)	$ (2,823)
	Net Income (Loss) per Share of Common Stock
	Basic					$0.00	$0.00
	Diluted					$0.00	$0.00
	Weighted Average Number of Common Shares Outstanding
	Basic					1,177,100	1,008,755
	Diluted					1,531,300	1,105,355
	The accompanying notes are an integral part of these financial statements.
			BERNARD, ALLAN & EDWARDS, INC.
	STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY
	FOR THE PERIOD FROM FEBRUARY 7, 2000 (DATE OF INCEPTION)
			THROUGH MARCH 31, 2001
				COMMON SHARES
				SHARES	AMOUNT	DEFICIT	TOTAL
Balance February 7, 2000				0	$0	$0	$0
Issuance February 21, 2000				875,000	875		875
Issuance April 8, 2000				125,000	125		125
Private Placement July 1, 2000				177,100	70,840		70,840
Underwriting Expenses				-	(7,084)		(7,084)
Net (Loss) period ended December 31, 2000						(2,823)	(2,823)
Balance December 31, 2000 (Audited)				1,177,100	64,756	(2,823)	61,933
Issuance of Shares for Subsidiary				1,247,500	-	-	87,043
Net (Loss) three months ended March 31, 2001						(5,731)	(5,731)
Balance March 31, 2001				2,424,600	$ 64,756	$ (8,554)	$ 143,245
	The accompanying notes are an integral part of these financial statements.
			BERNARD, ALLAN & EDWARDS, INC.
		STATEMENT OF CONSOLIDATED CASH FLOWS
		FOR THE PERIOD FROM FEBRUARY 7, 2000 (DATE OF INCEPTION)
			TO MARCH 31, 2001
						Three Months	Audited
						Ended	Year Ended
						Mar 31, 2001	Dec 31, 2000
	Cash Flows from Operating Activities:
	Net Income (Loss)					$ (5,731)	($2,823)
	Adjustment to Reconcile Net Income (Loss) to
	Net Cash (Used By) Operating Activities:
	Equipment as compensation					1,031	-
	Depreciation					-	114
	Net Cash (Used By) Operating Activities					(4,700)	(2,709)
	Cash Flows from Investing Activities
	Loan from Affiliate					124	-
	Purchase of Equipment					-	1,145
	Net Cash (Used By) Investing Activities					124	(1,145)
	Cash Flows from Financing Activities
	Issuance of Common Stock					46,533	71,840
	Underwriting Expenses					-	(7,084)
	Net Cash Provided by Financing Activities					46,533	64,756
	Net Increase in Cash and Cash Equivalents					41,957	60,902
	Cash and Cash Equivalents at Beginning of
	Period					60,902	-
	Cash and Cash Equivalents at End of Period					$ 102,859	$ 60,902
	The accompanying notes are an integral part of these financial statements.
			BERNARD, ALLAN & EDWARDS, INC.
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
		FOR THE PERIOD FROM FEBRUARY 7, 2000 (DATE OF INCEPTION)
			THROUGH MARCH 31, 2001
	NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	DESCRIPTION OF BUSINESS
	Bernard, Allan & Edwards, Inc. was incorporated on February 7, 2000 as Internet-
	Estreet.Com, Inc. in the State of Florida. On March 16, 2001, the shareholders
	approved the change of the name to Bernard, Allan & Edwards, Inc. The Company
	is in the development stage. The Company intends to achieve future growth through
	the acquisition of public accounting practices and the offering of investment banking
	services to the clients of these firms and others.
	BASIS OF PRESENTATION
	The accompanying financial statements have been prepared on the going concern basis,
	which contemplates the realization of assets and the satisfaction of liabilities in the
	normal course of business. The financial statements do not include any adjustments
	relating to the recoverability and classification of recorded asset amounts or the amount
	and classification of liabilities that might be necessary should the Company be unable
	to continue as a going concern. The Company's continuation as a going concern is
	dependent upon its ability to generate sufficient cash flow to meet its obligations on a
	timely basis and to obtain additional financing as may be required.
	CASH AND CASH EQUIVALENTS
	For purposes of the statement of cash flows, the Company considers all highly liquid
	investments with a maturity of three months or less at the date of purchase to be cash
	equivalents.
	ESTIMATES
	The preparation of the Company's financial statements in conformity with generally
	accepted accounting principles requires the Company's management to make estimates
	and assumptions that affect the reported amounts of assets and liabilities and
	disclosures of contingent assets and liabilities at the date of the financial statements and
	the reported amount of revenues and expenses during the reporting period. Actual results
	could differ from those estimates.
	FAIR VALUE OF FINANCIAL INSTRUMENTS
	The carrying value of cash approximates fair value due to the short maturity of these
	instruments. None of the financial instruments are held for trading purposes.
			BERNARD, ALLAN & EDWARDS, INC.
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
		FOR THE PERIOD FROM FEBRUARY 7, 2000 (DATE OF INCEPTION)
			THROUGH MARCH 31, 2001
	DEPRECIATION
	Equipment is carried at cost. Depreciation is computed using the straight line method
	for financial reporting purposes over a period of five years.
	INCOME TAXES
	Deferred income taxes are provided for temporary differences between the financial
	reporting and tax basis of assets and liabilities using enacted tax laws and rates for the
	years when the differences are expected to reverse.
	NET INCOME (LOSS) PER SHARE OF COMMON STOCK
	As of December 31, 2000, the Company adopted Statement of Financial Accounting
	Standards (SFAS) No. 128, "Earnings Per Share", which specifies the method of
	computation, presentation, and disclosure for earnings per share. SFAS No. 128 requires
	the presentation of two earnings per share amounts, basic and diluted.
	Basic earnings per share is calculated using the average number of common shares
	outstanding . Diluted earnings per share is computed on the basis of the average number
	of common shares outstanding plus the dilutive effect of outstanding stock options
	using the "treasury stock" method.
	PRINCIPLES OF CONSOLIDATION
	This report contains the accounts of Bernard, Allan & Edwards, Inc. and Bernard,
	Lee & Edwards Securities, Inc. The assets of Bernard, Lee & Edwards Securities,
	Inc. was acquired as a purchase in late March, 2001. All intercompany accounts
	have been eliminated upon consolidation.
	NOTE 2 - PREFERRED STOCK
	The Company is authorized to issue 3,000,000 shares of no par value preferred stock.
	No shares have been issued to date.
	NOTE 3 - CAPITALIZATION -- PRIVATE PLACEMENT
	A private offering memorandum, dated July 1, 2000 provided for the sale
	of up to 250,000 units with an effective date of July 1, 2000. The offering
	price of a unit was $.40 and consisted of one share of common stock, one warrant A to
	purchase eight shares of common stock and one warrant B to purchase two and one-half
	shares of common stock. The agency agreement to offer the units for sale was signed
	with Bernard, Lee & Edwards Securities, Inc., a Company related through common
	ownership. The agreement for a payment of a 10% commission was for a period of
	ninety days. The offering closed during September, 2000 with the sale of 177,100 units.
			BERNARD, ALLAN & EDWARDS, INC.
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
		FOR THE PERIOD FROM FEBRUARY 7, 2000 (DATE OF INCEPTION)
			THROUGH MARCH 31, 2001
	NOTE 3 - CAPITALIZATION -- PRIVATE PLACEMENT (continued)
	Warrant A gives the holder the right to acquire eight shares of the Company's common
	stock for each warrant A at an exercise price of $1.25 per share. Warrant B gives the
	holder the right to acquire two and one-half shares of the Company's common stock for
	each warrant B at an exercise price of $4.00 per share. The warrants cannot be exercised
	until the effective date of the registration statement being filed with the Securities and
	Exchange Commission for the purpose of registering the common stock and warrants.
	Warrant A will expire twelve months from said effective date, and warrant B will expire
	eighteen months from said date. The warrants will remain effective during the exercise
	period, and the Company's board of directors has the right to extend expiration dates as
	long as the registration statement filed with the SEC is kept current. The Company will
	have the right to call the warrants upon thirty days written notice to warrant owners, and
	it will pay $.02 per warrant for each warrant not exercised. Warrant A cannot be called
	unless the bid price of the Company's common stock is $2.00 or higher for a period of
	twenty consecutive trading days, and warrant B cannot be called unless the bid price of
	the common stock is $5.00 or higher for twenty consecutive trading days.
	INCENTIVE STOCK OPTION PLAN
	The Board of Directors has approved on March 16, 2001 and the shareholders have
	approved the plan to grant 1,000,000 options to purchase 1,000,000 common shares of
	the Company's stock. No options have been granted as of this date.
	PURCHASE OF SUBSIDIARY
	The Board of Directors, on March 16, 2001, also approved a plan to acquire Bernard,
	Lee & Edwards Securities, Inc. This will facilitate the Company with its plan to offer,
	besides accounting services, financial planning, variable annuities, mutual funds and
	investment banking which are all classified as securities. The Company acquired all
	of the outstanding common and preferred stock in exchange for 1,247,500 shares of
	its unissued common shares. Bernard, Lee & Edwards Securities, Inc. had 500
	shares of 8% cumulative and convertible preferred stock outstanding. It also had a note
	receivable from a company, both of which were owned by a company whose principal
	stockholder and president is also a stockholder and the Chief Executive Officer of
	Bernard, Allan & Edwards, Inc. As an inducement to the preferred stockholder to
	forgive all unpaid cumulative preferred dividends and to reduce the note receivable from
	$25,000 to $15,000, the Company has issued a warrant to purchase 200,000 shares
	of the Company's common stock at the exercise price of $4.50 for a period of three
	years from the effective date of the SEC registration with the understanding that the
	underlying shares to be issued upon the exercise of the warrants will be registered
	with the contemplated SEC filing.
			BERNARD, ALLAN & EDWARDS, INC.
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
		FOR THE PERIOD FROM FEBRUARY 7, 2000 (DATE OF INCEPTION)
			THROUGH MARCH 31, 2001
	NOTE 4 - INCOME TAXES
	Significant components of deferred income taxes are as follows:
		Net Operating Loss			$1,285
		Total Deferred Tax Asset			1,285
		Less Valuation Allowance			1,285
		Net Deferred Tax Asset			$0
	The Company does not anticipate showing a profit as it will more than likely spend all
	investment income on investigating merger candidates. A valuation allowance of $1,285
	as of March 31, 2001 is maintained on deferred tax assets which the Company has
	not determined to be more likely than not realized at this time. The Company will
	continue to review this valuation on an annual basis and make adjustments as
	appropriate.
	As of March 31, 2001, the Company had a net operating loss carry forward of $8,554.
	The net operating loss can be carried forward to offset future taxable income and will
	expire December 31, 2020 and 2021.
	NOTE 5 - CONTRACT FOR SERVICES
	The Board of Directors, on March 16, 2001, approved a consulting agreement with an
	accountant. The accountant agreed to be involved in identifying and evaluating accounting
	firms that may be acquired. The agreement will commence with the effective date of the
	SEC registration for the Company. In exchange for his services, the consultant will receive
	100,000 shares of common stock as initial compensation.
	NOTE 6 - SUBSEQUENT EVENT
	On April 6, 2001, the Company formed a wholly-owned subsidiary called Accounting
	Services Acquisition Partners, Inc. (ASAP). The Company's intent is to acquire
	accounting firms that will operate as subsidiaries.