U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                             FORM 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 1999    Commission File No. 333-83125

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

     For the transition period from           to           .

                     FIRST GROWTH INVESTORS, INC.
            (Name of small business issuer in its charter)

           Nevada                                            87-0569467
State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization                             Identification No.)

           2508 South 1300 East, Salt Lake City, Utah 84106
         (Address of principal executive offices)  (zip code)

Issuer's telephone number, including area code:  (801) 466-7808

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

Securities registered under Section 12(g) of the Act:  None

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Issuer was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.                                Yes   X      No

Check if 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 Issuer'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. (Not applicable)                  [   ]

The Issuer's revenues for its most recent fiscal year.    $ 87,938.00

As of April 4, 2000, the aggregate market value of voting stock held by
non-affiliates was approximately $100,000.

The number of shares outstanding of the Issuer's common stock at December 31,
1999: 2,000,000

<PAGE>

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     (A)  BUSINESS DEVELOPMENT.

     First Growth Investors, Inc. (the "Company") was incorporated under the
laws of the State of Nevada on September 9, 1997.  In connection with the
organization, the founders contributed $5,050 cash to initially capitalize
First Growth Investors in exchange for 1,750,000 shares of common stock.

     On October 15, 1997, First Growth Investors commenced a public offering
of up to 250,000 shares of its common stock, in reliance upon Rule 504 of
Regulation D, promulgated by the U.S. Securities & Exchange Commission under
the Securities Act of 1933.  The offering closed in November, 1997.  We sold
250,000 shares of common stock, at $.20 per share, and raised gross proceeds
of $50,000 increasing the total issued and outstanding common stock to
2,000,000 shares.

     The Company then registered a public offering of its securities.  First
Growth Investors declared a distribution of 1,000,000 common stock purchase
warrants to shareholders of record as of September 30, 1999.  The Company
filed with the Securities and Exchange Commission a registration statement on
Form SB-2, Commission File No. 333-83125, which became effective October 8,
1999.  Pursuant thereto the Company then distributed 1,000,000 warrants.  The
warrants are exercisable at $1.00 per share, on or before June 30, 2002.

     (B)  BUSINESS OF COMPANY.

     First Growth Investors was formed to take advantage of what management
believes is a money making opportunity that can be realized through buying,
selling and investing in select vintages of wines.  The philosophy is simple;
buy California's and France's premier red wines when they are first released
and hold them for investment, appreciation and later resale, then sell the
wines after a 12 to 24 month period.  It is anticipated, but we cannot assure,
that the appreciation of the wines will be greatest within this period.  We
will then take any proceeds from investment, roll it over, and reinvest in the
next release of the wines.

     First Growth Investors purchases the actual wines directly from
suppliers rather than purchasing futures contracts, and will not be purchasing
futures contracts. Management is aware of companies that supply wines for
various purposes including investment, from which First Growth Investors
acquires the wines it holds for investment.  These companies conduct research
regarding the world's top wines and will provide educated recommendations to
management about the specific wines that can be purchased for investment and
are likely to appreciate in value over time.  These companies buy and sell
wines held for investment from collectors and charge a commission of 10% to
15% for the services.  They also typically provide for a fee suitable
temperature controlled storage facilities in which to keep the wines while
they age.
                                    2

<PAGE>

     To date, First Growth Investors has purchased and sold all its wine
investments through Nevada Wine Company, using the brokerage and other
services provided by that company. Nevada Wine Company is not affiliated with
First Growth Investors or its principals. Nevada Wine Company is a six year
old Las Vegas based company that supplies wine for many large and small
businesses and also sells many of the world's finest wines to collectors or to
others who just want a good bottle of wine to drink.  These wines range from
good inexpensive wine to wines worth hundreds of dollars.

     In November, 1997, First Growth Investors used the proceeds of its
recently completed offering to purchase several vintages of investment grade
wines.  These were all sold during the first quarter of 1999.  In July and
August of 1999,  First Growth Investors reinvested the amounts received or to
be received from the initial sales in other vintages of investment grade
wines, which it is still holding.

     The following table shows the wine investments First Growth Investors
has purchased and sold so far.

Qty  Description                         Price         Sale Price     Profit

198  1994 Opus One                       17,014.14      25,740.00     8,725.86
 60  1994 Caymus Special Select           6,330.00       9,540.00     3,210.00
 48  1994 Joseph Phelps Insignia          3,036.00       4,320.00     1,284.00
  1  1994 Dalle Valle Maya                  287.50         400.00       112.50
 84  1994 Caymus Special Select           9,240.00      13,356.00     4,116.00
  3  1993 Beringer Reserve 3.0 1          1,035.00       1,200.00       165.00
 10  Turley Zinfandel & Petite              920.00       1,350.00       430.00
 24  1994 Silverado Cabernet              1,440.00       1,728.00       288.00
126  1994 Robert Mondavi Res. Ca          7,560.00      10,080.00     2,520.00
 36  1994 Opus One                        3,105.00       4,680.00     1,575.00
 24  1994 Hartwell                        3,120.00       3,744.00       624.00
276  1990 Dom Perignon                   35,880.00   Holding
174  1990 Dom Perignon                   22,620.00   Holding

     Wine investing, or using wines as an investment vehicle, is based on the
principle of aging. Some wines are believed by professional connoisseurs to
benefit from the aging process.  As a result, these wines have the potential
to become more valuable with the passage of time.  Most investment grade wines
are red wines, because white wines generally do not benefit from aging.  Aging
allows a fine red wine, on the other hand, to develop distinctive traits which
are highly valued by connoisseurs.  As a result of this aging process, the
vintages of wines that are sought after as investment grade wines may increase
several times in value as they are aged over a period of years, especially if
the wines achieve a "First Growth" or top ranked classification as they are
aged.

     There is absolutely no assurance that First Growth Investors will be
successful in this venture.  Management has no prior experience in this
business or industry and will have to rely on the advice

                                    3

<PAGE>

of others.  However,
the initial purchase of wines, an investment costing about $50,000.00, was
subsequently sold for an amount which generated a gross profit in excess of
$20,000. Management believes that any additional funds that may be received
from exercise of warrants can similarly be used to increase the amounts of
purchases or investments First Growth Investors can make.

ITEM 2.   PROPERTIES

     First Growth Investors has no office facilities and does not presently
anticipate the need to lease commercial office space or facilities, but for
the time being uses the address of the President as the business address.  We
may lease commercial office facilities at such time in the future as our
operations have developed to the point where the facilities are needed, but we
have no commitments or arrangements for any facilities, and there is no
assurance regarding the future availability of commercial office facilities or
terms on which we may be able to lease facilities in the future, nor any
assurance regarding length of time the present arrangement may continue.  In
connection with the purchase of an inventory of wines to hold for investment
and resale, First Growth Investors has leased from third parties or otherwise
paid for the use of temperature controlled or otherwise suitable storage
facilities for the wines.

ITEM 3.   LEGAL PROCEEDINGS.

     The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action has been threatened by or against
the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

                               PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (A)  MARKET INFORMATION.

     The Company's initial public offering was not closed until late
November, 1997.  The Common Stock of the Company did not begin until October,
1998 to be quoted on the Electronic Bulletin Board maintained by the National
Association of Securities Dealers, Inc. Our common stock is quoted under the
symbol FGIV, but has not been traded in the over-the-counter market except on
a very limited and sporadic basis. The only bid quotation has been $.40. The
following sets forth high and low bid price quotations for each calendar
quarter during the last two fiscal years that trading occurred or quotations
were available. Such quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

                                    4

<PAGE>

     Quarter Ended                 High                Low
     March 31, 1998                (No shares traded)
     June 30, 1998
     September 30, 1998
     December 31, 1998             $.40                $.40

     March 31, 1999                $.40                $.40
     June 30, 1999                 $.40                $.40
     September 30, 1999            $.40                $.40
     December 31, 1999             $.40                $.40

     (B)  HOLDERS.

     As of April 4, 2000, there were about 44 record holders of the Company's
Common Stock.

     (C)  DIVIDENDS.

     First Growth Investors has not previously paid any cash dividends on
common stock and does not anticipate or contemplate paying dividends on common
stock in the foreseeable future.  Our present intention is to utilize all
available funds for the development of our business.  The only restrictions
that limit the ability to pay dividends on common equity or that are likely to
do so in the future, are those restrictions imposed by law.  Under Nevada
corporate law, no dividends or other distributions may be made which would
render a company insolvent or reduce assets to less than the sum of
liabilities plus the amount needed to satisfy outstanding liquidation
preferences.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATIONS.

     Management's plan of operation for the next twelve months is to continue
using existing capital and any funds from exercise of warrants in this
offering to acquire another inventory of select wines to hold for investment
and resale, and also to provide general working capital during the next twelve
months.  Under this plan of operations First Growth Investors has no specific
capital commitments and the timing of capital expenditures will depend upon
the receipt of additional funds from warrant exercise or elsewhere, none of
which is assured.  Cash flows will also depend upon the timing of sale of the
wines, which is also not assured, and receipt of the proceeds from these
sales. We have not determined how long existing capital can satisfy any cash
requirements, but we do not presently anticipate that we will have to raise
additional funds within the next twelve months.  While we do not anticipate
any need to raise additional capital, we believe First Growth Investors will
have the opportunity to invest whatever additional funds may be received from
the exercise of warrants in purchasing additional vintages of investment grade
wines. We do not anticipate any capital commitments for product research and
development or significant purchases of plant or equipment, or any change in
the number of employees.

                                    5

<PAGE>

     Initially, we purchased eleven different vintages of investment grade
wines at a cost of $54,588. During the first quarter of 1999, we sold these
wines for $76,138.  We made these purchases, and all purchases to date, from
non affiliated third parties.  We did not purchase any of the inventory from,
or sell any of the inventory to, persons affiliated with First Growth
Investors.

ITEM 7.   FINANCIAL STATEMENTS.

     See attached Financial Statements and Schedules.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     There are not and have not been any disagreements between the Company
and their accountants on any matter of accounting principles or practices or
financial statement disclosure.

                               PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     (A)  IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.

     The following table sets forth the sole director and executive officer
of the Company, her age, and all offices and positions with the Company.  A
director is elected for a period of one year and thereafter serves until her
successor is duly elected by the stockholders and qualifies.  Officers and
other employees serve at the will of the Board of Directors.

<TABLE>
<S>                      <C>                <C>
                         Term Served As     Positions
Name of Director  Age    Director/Officer   With Company

Pam Jowett        46     Since inception    President &
                                            Secretary/Treasurer
</TABLE>

     A brief description of her background and business experience is as
follows:

     PAM JOWETT  serves as President, Secretary/Treasurer and Director of the
Company.  Ms. Jowett has been self employed for many years as a nail
technician in the beauty industry. Ms. Jowett has no prior experience in the
business of buying, selling and investing in wines, and will have to rely on
the advice of other persons on the purchase of suitable wines.

     The director holds no directorships in any other company subject to the
reporting requirements of the Securities Exchange Act of 1934.

                                    6

<PAGE>

     (B)  IDENTIFY SIGNIFICANT EMPLOYEES.

     None other than the person previously identified.

     (C)  FAMILY RELATIONSHIPS.

     None

     (D)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

     Except as described herein, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3) has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT  The Issuer is not subject
to Section 16(a).

ITEM 10.  EXECUTIVE COMPENSATION.

     The Company has not paid any cash compensation to its executive officer
to date.

COMPENSATION OF DIRECTORS     None

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table contains stock ownership information about officers
or directors, and other stockholders who we know to be beneficial owners of
more that 5% of our stock. A beneficial owner of stock is any person who has
or shares the power to decide how to vote or whether to dispose of the stock.

                                    7

<PAGE>

<TABLE>
<S>                   <C>       <C>                  <C>
                      Title of  Amount & Nature of   % of
Name and Address       Class    Beneficial Ownership Class

Pam Jowett             Common   1,575,000 shares       79%
2508 S. 1300 E.
SLC, UT 84106

Lynn Dixon             Common     175,000 shares        9%
311 S. State, #460
SLC, UT 84111

All officers and       Common   1,575,000 shares       79%
directors as a
group (1 person)
</TABLE>
     The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership.  See "Certain
Transactions."

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:

     In connection with our organization, initial stockholders paid an
aggregate of $5,050 cash to purchase 1,750,000 shares of Common Stock at a
price of $.0029 per share.

     Except as disclosed in this item, in notes to the financial statements
or elsewhere in this report, the Company is not aware of any indebtedness or
other transaction in which the amount involved exceeds $60,000 between the
Company and any officer, director, nominee for director, or 5% or greater
beneficial owner of the Company or an immediate family member of such person;
nor any relationship in which a director or nominee for director of the
Company was also an officer, director, nominee for director, greater than 10%
equity owner, partner, or member of any firm or other entity which received
from or paid the Company, for property or services, amounts exceeding 5% of
the gross annual revenues or total assets of the Company or such other firm or
entity.

                               PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (A)  EXHIBITS to this report are all documents previously filed which
are incorporated herein as exhibits to this report by reference to
registration statements and other reports previously filed by the Company
pursuant to the Securities Act of 1933 and the Securities Exchange Act of
1934.

     (B)  REPORTS ON FORM 8-K have not been filed during the last quarter of
the fiscal year ended December 31, 1999.

                                    8

<PAGE>

                              SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


FIRST GROWTH INVESTORS, INC.



By:     /s/ Pam Jowett                   Date:   April 4, 2000
     Pam Jowett, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer


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 the
dates indicated.



By:      /s/ Pam Jowett             Date:    April 4, 2000
     Pam Jowett, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer



<PAGE>

Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers

No annual report or proxy statement has been sent to security holders.



<PAGE>















                    FIRST GROWTH INVESTORS, INC.
                   (A Development Stage Company)

                        FINANCIAL STATEMENTS

           FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                WITH

                    INDEPENDENT AUDITOR'S REPORT







<PAGE>


                    FIRST GROWTH INVESTORS, INC.
                   (A Development Stage Company)




                              CONTENTS


                                                                PAGE


  Independent Auditor's Report                                     1

  Balance Sheets                                                   2

  Statements of Operations                                         3

  Statement of Stockholders' Equity                                4

  Statements of Cash Flows                                         5

  Notes to Financial Statements                                  6-7



<PAGE>







  Independent Auditor's Report

  Board of Directors
  FIRST GROWTH INVESTORS, INC.
  Salt Lake City, Utah

  I have audited the accompanying balance sheets of First Growth
  Investors, Inc. (A development stage company) as of December 31, 1999
  and 1998 and the related statements of operations, stockholders' equity
  and cash flows for the years then ended and from inception (September 9,
  1997) to December 31, 1999. These financial statements are the
  responsibility of the Company's management. My responsibility is to
  express an opinion on the financial statements based on my audits.

  I conducted my audits in accordance with generally accepted auditing
  standards. Those standards require that I plan and perform the audit to
  obtain reasonable assurance about whether the financial statements are
  free of material misstatements. 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. I believe that my audits
  provide a reasonable basis for my opinion.

  In my opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of First Growth
  Investors, Inc. (A development stage company) as of December 31, 1999
  and 1998, and the results of its operations and its cash flows for the
  years then ended and from Inception (September 9, 1997) to December 31,
  1998 in conformity with generally accepted accounting principles.

  As discussed in Note 1 to the financial statements under organization
  costs, the Company in 1999 changed it method of accounting for the costs
  of organizing the Company.



  Salt Lake City, Utah
  March 27, 1998


<PAGE>

                         FIRST GROWTH INVESTORS, INC.
                         (A Development Stage Company)

                                BALANCE SHEETS

                                    ASSETS

                                                     December 31, December 31,
                                                          1999         1998

CURRENT ASSETS:
  Cash in bank                                           $10,703       $1,234
  Deferred costs - warrants registration                  14,476            0
  Inventory                                               45,500       54,588
                                                     ________________________

     Total Current Assets                                 70,679       55,822
                                                     ___________ ____________

OTHER ASSETS:

  Organization costs, net of amortization of                   0          750
    $-0- and $250                                    ___________ ____________

    Total Other Assets                                         0          750
                                                     ___________ ____________

TOTAL ASSETS                                             $70,679      $56,572
                                                     =========== ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                            $0           $0
  Accrued interest payable                                    70            0
  Income tax payable                                       1,905            0
  Stockholder loan payable                                 3,000            0
  Short term advance                                       6,100       11,000
                                                     ___________ ____________

    Total Current Liabilities                             11,075       11,000
                                                     ___________ ____________

STOCKHOLDERS' EQUITY:
  Preferred stock; $.001 par value, 1,000,000 shares
    authorized, no shares issued and outstanding               0            0
  Common Stock; $.001 par value, 24,000,000 shares
    authorized 2,000,000 shares issued and outstanding     2,000        2,000
  Capital in excess of par value                          47,362       47,362
  Earnings (deficit) accumulated during the               10,242       (3,790)
    development stage                                ___________ ____________

    Total Stockholders' Equity                            59,604       45,572
                                                     ___________ ____________

TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY              $70,679      $56,572
                                                     =========== ============

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

                                     2

<PAGE>

                         FIRST GROWTH INVESTORS, INC.
                         (A Development Stage Company)

                           STATEMENTS OF OPERATIONS

                                                                 Earnings
                                                                 (Deficit)
                                        For The      For The    Accumulated
                                       Year Ended   Year Ended  During The
                                      December 31, December 31, Development
                                             1999      1998       Stage
REVENUE:
  Sales                                    $87,938        $0     $87,938
  Costs of goods sold                      (70,268)        0     (70,268)
                                         _________ _________ ___________

    Gross profit                            17,670         0      17,670
                                         _________ _________ ___________

EXPENSES:
  Professional fees                            718       975       2,693
  Fees and licenses                            195       221       1,586
  Amortization expense                           0       200         250
                                         _________ _________ ___________

                                               913     1,396       4,529
                                         _________ _________ ___________

INCOME (LOSS) FROM OPERATIONS               16,757    (1,396)     13,141

OTHER INCOME (EXPENSE)
  Other income                                   0     1,000       1,000
  Interest expense                             (70)   (1,044)     (1,244)
                                         _________ _________ ___________

NET INCOME BEFORE INCOME TAXES              16,687    (1,440)     12,897
  Provision for income taxes                (1,905)        0      (1,905)
                                         _________ _____________________

NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE                 14,782    (1,440)     10,992
  Cumulative effect of accounting change      (750)        0        (750)
    for organization costs               _________ _____________________

NET INCOME (LOSS)                          $14,032   $(1,440)    $10,242
                                         ========= ========= ===========

EARNINGS (LOSS) PER SHARE BEFORE
ACCOUNTING CHANGE                            $0.01     $0.00       $0.01
                                         ========= ========= ===========

CUMULATIVE EFFECT OF ACCOUNTING CHANGE       $0.00     $0.00       $0.00
                                         ========= ========= ===========

EARNINGS (LOSS) PER SHARE                    $0.01     $0.00       $0.01
                                         ========= ========= ===========

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

                                     3

<PAGE>


                         FIRST GROWTH INVESTORS, INC.
                         (A Development Stage Company)

                       STATEMENT OF STOCKHOLDERS' EQUITY

                                                                    Earnings
                                                                    (Deficit)
                                                                   Accumulated
                                                        Capital in During the
                                           Common Stock  Excess of Development
                                           Shares Amount Par Value   Stage

BALANCE, September 9, 1997 (inception)          0    $0      $0         $0

Shares issued to initial stockholders
  for cash, September 18, 1997 at       1,750,000 1,750   3,300          0
  approximately $.0029 per share

Shares issued upon completion of offering
  of stock to the public at $.20 per      250,000   250  49,750          0
  share, November 1997

Direct costs of the offering of common          0     0  (5,688)         0
  stock to the public

Net income (loss) from September 9, 1997
(inception) to December 31, 1997                0     0       0     (2,350)
                                        __________________________________

BALANCE, December 31, 1997              2,000,000 2,000  47,362     (2,350)

Net income (loss) for the year ended            0     0       0     (1,440)
 December 31, 1998                      __________________________________

BALANCE, December 31, 1998              2,000,000 2,000  47,362     (3,790)

Net income (loss) for the year ended            0     0       0     14,032
 December 31, 1999                      __________________________________

BALANCE, December 31, 1999              2,000,000$2,000 $47,362    $10,242
                                        ==================================

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

                                     4

<PAGE>


                         FIRST GROWTH INVESTORS, INC.
                         (A Development Stage Company)

                           STATEMENTS OF CASH FLOWS

                                                                    Earnings
                                                                    (Deficit)
                                            For The     For The    Accumulated
                                          Year Ended   Year Ended   During The
                                         December 31, December 31, Development
                                               1999       1998        Stage

CASH FLOWS FROM OPERATING ACTIVITIES:
  Sales                                      $87,938          $0      $87,938
  Organization costs                               0           0       (1,000)
  Cash paid for inventory and related costs  (61,110)          0     (115,698)
  Cash paid to suppliers and others             (913)       (836)      (3,289)
  Cash paid for interest                         (70)       (914)        (984)
                                          __________ ___________ ____________

    Cash Flows (Used) by Operating            25,845      (1,750)     (33,033)
    Activities                            __________ ___________ ____________

CASH FLOW FROM INVESTING ACTIVITIES:               0           0            0
                                          __________ ___________ ____________

CASH FLOWS FROM FINANCING ACTIVITIES:
  Stockholder loan                             3,000           0        3,000
  Sale of common stock                             0           0       55,050
  Direct costs of common stock sale                0      (4,006)      (5,688)
  Direct costs of warrants registration      (14,476)          0      (14,476)
  Proceeds from short term advance and loan    6,100      11,000       27,100
  Loan payment                               (11,000)    (10,250)     (21,250)
                                          __________ ___________ ____________

    Cash Flows Provided (Used) by            (16,376)     (3,256)      43,736
    Financing Activities                  __________ ___________ ____________

NET INCREASE (DECREASE) IN CASH                9,469      (5,006)      10,703

CASH - BEGINNING OF PERIOD                     1,234       6,240            0
                                          __________ ___________ ____________

CASH - END OF PERIOD                         $10,703      $1,234      $10,703
                                          ========== =========== ============
RECONCILIATION OF NET INCOME(LOSS) TO NET
CASH PROVIDED(USED) BY OPERATING ACTIVITIES

NET INCOME (LOSS)                            $14,032     $(1,440)     $10,242
                                          __________ ___________ ____________

Adjustment to reconcile net income (loss)
  to net cash provided(used) by operating
  activities
    Amortization of organization costs             0         200          250
    Cumulative change in accounting principle    750           0          750
    Changes in assets and liabilities
      (Increase)decrease in inventory          9,088           0      (45,500)
      Decrease in prepaid expenses                 0         500            0
      (Increase)in organization costs              0           0       (1,000)
      (Decrease)in accounts payable                0        (880)           0
      Increase(decrease) in accrued interest      70        (130)          70
      Increase in income tax payable           1,905           0        1,905
      Increase in note payable                     0           0          250
                                          __________ ___________ ____________

        Total Adjustments                     11,813        (310)     (43,275)
                                          __________ ___________ ____________

NET CASH PROVIDED(USED) BY OPERATING         $25,845  $   (1,750)  $  (33,033)
ACTIVITIES                                ========== =========== ============

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

                                     5
<PAGE>

                    FIRST GROWTH INVESTORS, INC.
                 (A Development Stage Company)

                 NOTES TO FINANCIAL STATEMENTS

NOTE   1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  -  The Company was organized under the laws of the
     State of Nevada on September 9, 1997 and has elected a fiscal year
     end of December 31st. The Company was formed for the purpose of
     engaging in any lawful business practice. The Company has acquired
     an inventory of select wines to hold for investment and resale.
     The Company is considered a development stage company as defined
     in  SFAS No. 7. The Company, has at the present time, not paid any
     dividends and any dividends that may be paid in the future will
     depend upon the financial requirements of the Company and other
     relevant factors.

     Net Earnings Per Share  -  The computation of net income (loss)
     per share of common stock is based on the weighted average number
     of shares outstanding during the period presented.

     Organization Costs  -  The Company was amortizing its organization
     costs, which reflect amounts expended to organize the Company,
     over sixty (60) months using the straight-line method.  In 1998,
     the Accounting Standards Executive Committee (AcSEC) of the
     American Institute of Certified Public Accountants issued
     Statement of Position (SOP) 98-5, "Reporting on the Costs of
     Start-up Activities."  The SOP requires costs of start-up
     activities and organization cost to be expensed as incurred.
     During 1999, the Company adopted the SOP and recognized a charge
     for the cumulative effect of accounting change of $750.

     Income Taxes  -  Income tax expenses includes federal and state
     taxes currently payable and deferred taxes arising from temporary
     differences between income for financial reporting and income tax
     purposes.

     Cash and Cash Equivalents  -  For purposes of the statement of
     cash flows, the Company considers all highly liquid debt
     instruments purchased with a maturity of three months or less to
     be cash equivalents. At December 31, 1999 and 1998 the Company did
     not have non-cash investing and financing activities.

     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 and disclosure of
     contingent 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.

     Inventory   -   Inventory consists of finished product purchased
     for resale and is stated at the lower of cost determined by the
     FIFO Method or Market.

NOTE   2  -  COMMON STOCK TRANSACTIONS

     The Company on September 18, 1997 sold 1,750,000 shares of common
     stock to initial stockholders at approximately  $.0029 per share
     for $5,050.

     During November 1997, the Company completed an offering of its
     common stock wherein it sold shares of the Company's common stock
     to the public at $.20 per share for a total of $50,000. Direct
     costs of the offering were $5,688.

                               6

<PAGE>

                  FIRST GROWTH INVESTORS, INC.
                 (A Development Stage Company)

                 NOTES TO FINANCIAL STATEMENTS


NOTE   2  -  COMMON STOCK TRANSACTIONS - CONTINUED

     The Company, has completed a registration of common stock warrants
     during 1999.  The cost of registering the warrants was $ 14,476
     and is shown on the balance sheet as a deferred cost.  At December
     31, 1999, the Company had outstanding  warrants to purchase
     1,000,000 shares of the Company's common stock, at $1.00 per
     share.  The warrants are exercisable prior to June 30, 2002.  At
     December 31, 1999, none of the warrants had been exercised.

NOTE    3  -  RELATED PARTY TRANSACTIONS

     An officer of the Company is providing a mailing address to the
     Company without charge. This service has been determined by the
     Company to have only nominal value. As of December 31, 1999 and
     1998 no compensation has been paid or accrued to any officers or
     directors of the Corporation.

NOTE    4  -  INCOME TAXES

     At December 31, 1999, the Company had income taxes payable of
     $1,905 with no deferred taxes payable.  At December 31, 1998, the
     Company had no current or deferred income taxes due to an
     operating loss for the year. Prior to 1999, the Company had net
     operating losses (NOL) of $3,790 which were carried forward to
     offset 1999 operating income.  Use of the NOL carryover reduced
     inome tax expense by $569.

NOTE    5  -  NOTE PAYABLE AND SHORT TERM ADVANCES

     During 1999, a business advance $6,100 to the Company.  The
     advance was unsecured and non interest bearing and was repaid in
     February of 2000.  Also during 1999, a stockholder has advance
     $3,000 to the Company on an unsecured basis. The loan is due upon
     demand and carries interest at 10% per annum.

     On November 30, 1998, the Company borrowed $11,000 from a business
     on a short term non interest bearing advance.  The advance was
     repaid January 22, 1999.















                               7

<PAGE>