SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 ending December 31, 1999

Commission File No. 0000-29157

Casterbridge Management, Inc.
A Nevada corporation      88-0348153

(I.R.S. Employer Identification Number)

2102 N. Donner Ave., Tucson, Arizona 85749

Registrant's telephone number, including area code:
(520) 577-1516

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

Securities registered pursuant to Section 12(g) of the Act:
Title of Class:  Common

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 registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.  [X]Yes [ ] No

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.
[x]

The issuer's revenues for its most recent fiscal year is:
$0

As of May 1, 2000 the aggregate market value of voting
stock held by non-affiliates of the registrant was
$200 based on $0.001 per share.

     Class             Outstanding as of May 1, 2000
$.001 Par Value Common Stock          1,000,000 SHARES


PART I

This Report may contain certain "forward-looking" statements as
such term is defined in the Private Securities Litigation Reform
Act of 1995 or by the Securities and Exchange Commission in its
rules, regulations and/or releases, which represent our
expectations or beliefs, including but not limited to, statements
concerning our operations, economic performance, financial
condition, growth and acquisition strategies, investments, and
future operational plans.  For this purpose, any statements
contained herein that are not statements of historical fact may
be deemed to be forward-looking statements.  Without limiting the
generality of the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "intend," "could," "estimate,"
"might," or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify
forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, certain of which are
beyond our control, and actual results may differ materially
depending on a variety of important facts, including but not
limited to those risk factors discussed herein below.

Item 1.	   DESCRIPTION OF BUSINESS.

Since its formation on November 6, 1995, CASTERBRIDGE MANAGEMENT,
INC., a Nevada corporation (the "Company"), has not engaged in
any operations other than organizational matters.  It was formed
specifically to be a "blank check" or "clean public shell"
corporation, for the purpose of either merging with or acquiring
an operating company with operating history and assets.  The
Company is a "clean public shell" because it has not commenced
operational activities, and has no debt liabilities.  The Company
has not been involved in any litigation nor has it had any prior
regulatory problems or business failures.  We believe that a
strong attraction of the Company as a merger partner or
acquisition vehicle will be its status as a reporting public
company without any history of prior business failures,
litigation or prior regulatory problems.

The executive offices of the Company are located at 2102 North
Donner Avenue, Tucson, Arizona 85749.  Its telephone number is
(520) 577-1516.  The President, Secretary and sole director of
the Company is Daniel L. Hodges.

Mr. Hodges was not the original incorporator of the Company.  Mr.
Hodges retained the services of a registered agent to incorporate
or provide already incorporated Nevada and Wyoming companies.
Subsequent to incorporation, the original incorporator resigned
as director and Mr. Hodges was appointed as sole officer and
director of the Company.  Mr. Hodges continues to be the sole
officer and director of the Company and majority shareholder.

As the sole director, Mr. Hodges has commenced implementation of
the Company's principal business purpose, which is to seek merger
or acquisition candidates.  The Company intends to seek to
acquire assets or shares of an entity actively engaged in
business which generates revenues, in exchange for its
securities.  The Company has not selected any company as an
acquisition or merger candidate and does not intend to limit
itself to any particular field or industry, but does, in its sole
discretion, retain the right to do so.  The Company's plans are
in the conceptual stage only.  There is no relationship between
the particular name of the Company and the Company's intended
business plan.  If successful in completing a merger or
acquisition, the Company expects that it would change its name to
reflect the marketing goals of the business combination.

Competition

The Company is an insignificant participant which competes among
firms which engage in business combinations with, or financing
of, development stage enterprises.  There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company in
this field.  In view of the Company's limited financial resources
and management availability, the Company continues to be at a
significant competitive disadvantage.

Regulation And Taxation

The Company intends to structure a merger or acquisition in such
a manner as to minimize federal and state tax consequences to the
Company and to any target company.

Patents

The Company owns no patents and no Internet domain names.

Employees

The Company has no full-time or part-time employees.  Mr. Hodges,
the sole officer and director of the Company, has agreed to
allocate a nominal portion of his time to the activities of the
Company without compensation.

Legal Proceedings

The Company is not subject to any pending litigation, legal
proceedings or claims.

Risk Factors

The Company's business is subject to numerous risk factors,
including the following:

THE COMPANY HAS ONLY ONE DIRECTOR AND ONE OFFICER.

The Company's president and sole officer is Daniel L. Hodges.
Mr. Hodges is the sole director and the majority shareholder.
Because management consists of only Mr. Hodges, the Company does
not benefit from multiple judgments that a greater number of
directors or officers would provide.  The Company must rely
completely on the judgment of its sole officer and director when
selecting a target company.  The decision to enter into a
business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or
similar information which, if the Company had more funds
available to it, would be desirable.  Mr. Hodges anticipates
devoting only a nominal amount of time per month to the business
of the Company.  Mr. Hodges has not entered into a written
employment agreement with the Company and he is not expected to
do so.  The Company has not obtained key man life insurance on
Mr. Hodges.  The loss of the services of Mr. Hodges would
adversely affect development of the Company's business and its
likelihood of continuing operations.

THE COMPANY HAS NO OPERATING HISTORY, NO REVENUE, MINIMAL ASSETS
AND OPERATES AT A LOSS.

The Company has no operating history or any revenues or earnings
from operations.  The Company has no significant assets or
financial resources.  The Company has operated at a loss to date
and will, in all likelihood, continue to have operating expenses
without corresponding revenues, at least until the consummation
of a business combination.  As of March 31, 2000, the Company had
incurred expenses of not more than $5,000 since incorporation.
Mr. Hodges has paid these expenses and he has no expectation or
agreement with the Company for reimbursement for those expenses.
There is no assurance that the Company will ever be profitable.

MR. HODGES MAY HAVE CONFLICTS OF INTEREST WITH THE COMPANY.

The terms of any future business combination involving the
Company may include such terms as Mr. Hodges' remaining a
director or officer of the Company following the business
combination.  However, the terms of a business combination may
provide for a payment by cash, securities or otherwise to Mr.
Hodges for the purchase or retirement of all or part of his
common stock of the Company by a target company or for services
rendered incident to or following a business combination.  Mr.
Hodges would directly benefit from such employment or payment.
These benefits may influence Mr. Hodges' choice of a target
company.  In addition, the Articles of Incorporation of the
Company provide that the Company indemnify its officers and/or
directors for liabilities, which can include liabilities arising
under the securities laws.  Therefore, assets of the Company
could be used or attached to satisfy any liabilities subject to
such indemnification.

In addition, Mr. Hodges has participated or is currently
participating in other blank check companies which may compete
directly with the Company.  See Item 9 for a listing of these
companies.  Additional conflicts of interest and non-arm's length
transactions may also arise in the future.  As of the date of
this prospectus, Mr. Hodges has been or currently is involved
with 130 shell companies, approximately 110 of which are or will
be seeking business opportunities for mergers or acquisitions.
Consequently, there are potential inherent conflicts of interest
in Mr. Hodges' acting as officer and director of the Company.
Conflicts could also arise if the Company were to enter into any
business combination with a company in which Mr. Hodges is
involved.  This type of business transaction is not an arm's-
length transaction because of Mr. Hodges' potential involvement
with both parties.  While there is no policy prohibiting such a
transaction, the Company currently does not intend to engage in a
business combination of this type.

Many states, including Nevada where the Company is incorporated,
have enacted laws to address breaches of fiduciary duties of
management when conflicts of interest become problematic.  You
should note that shareholders' pursuit of remedies under state
laws can be prohibitively expensive and time consuming.

THE COMPANY'S PROPOSED OPERATIONS ARE SPECULATIVE.

The success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial condition
and management of the not-yet-identified target company.  While
business combinations with entities having established operating
histories are preferred, we cannot guarantee that the Company
will be successful in locating candidates meeting such criteria.
In the event the Company does complete a business combination,
the success of the Company's operations will be dependent upon
the management of the target company and numerous other factors
beyond the Company's control.  There is no assurance that the
Company can identify a target company and consummate a business
combination.

THE PURCHASE OF PENNY STOCKS CAN BE RISKY.
In the event that a public trading market develops for the
Company's shares following a business combination, such
securities may be classified as a "penny stock" depending upon
their market price and the manner in which they are traded.
Section 3(a)(51) of the Securities Exchange Act of 1934 defines a
"penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per
share and is not admitted for quotation and does not trade on the
Nasdaq Stock Market or on a national securities exchange.  For
any transaction involving a penny stock, unless exempt, the rules
require delivery by the broker of a document to investors stating
the risks of investment in penny stocks, the possible lack of
liquidity, commissions to be paid, current quotations and
investors' rights and remedies, a special suitability inquiry,
regular reporting to the investor and other requirements.  Prices
for penny stocks are often not available and investors are often
unable to sell such stock.  Thus an investor may lose his entire
investment in a penny stock and consequently should be cautious
of any purchase of penny stocks.

THERE IS A SCARCITY OF, AND SIGNIFICANT COMPETITION FOR, BUSINESS
OPPORTUNITIES AND COMBINATIONS.

The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and
acquisitions of business entities.  A large number of established
and well-financed companies, including venture capital firms, are
active in mergers and acquisitions of companies which may be
merger or acquisition target candidates for the Company.  Nearly
all of these other participants have greater financial resources,
technical expertise and managerial capabilities than the Company.
Consequently, the Company will be at a competitive disadvantage
in identifying possible business opportunities and successfully
completing a business combination.  Moreover, the Company will
also compete with numerous other small public companies in
seeking merger or acquisition candidates.

CURRENTLY, THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION WITH
THE COMPANY AND NO MINIMUM REQUIREMENTS FOR A BUSINESS
COMBINATION.

The Company has no current arrangement, agreement or
understanding with respect to engaging in a business combination
with any specific entity.  We cannot guarantee that the Company
will be successful in identifying and evaluating any suitable
business opportunities or in concluding a business combination.
We have not selected any particular industry or specific business
within an industry as a potential target company.  The Company
has not established any criteria, including a specific length of
operating history or a specified level of earnings, assets,
and/or net worth, which it will require a target company to have
achieved, or without which the Company would not consider a
business combination with such business entity.  Accordingly, the
Company may enter into a business combination with a business
entity having no significant operating history, losses, limited
or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.  We cannot guarantee
you that the Company will be able to negotiate a business
combination on terms favorable to the Company.

WE MAY BE DELAYED OR PRECLUDED FROM AN ACQUISITION BY REPORTING
REQUIREMENTS.

Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Company is required to provide certain
information about significant acquisitions including audited
financial statements of the acquired company.  These audited
financial statements must be furnished within 75 days following
the effective date of a business combination.  The target company
will have the obligation for obtaining audited financial
statements.  The additional time and costs for some potential
target companies to prepare financial statements may
significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Company.  Acquisition
prospects that do not have, or are unable to obtain, the required
audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.
Notwithstanding a target company's agreement to obtain audited
financial statements within the required time frame, these
audited financials may not be available to the Company at the
time of effecting a business combination.  In cases where audited
financials are unavailable, the Company will have to rely upon
unaudited information that has not been verified by outside
auditors in making its decision to engage in a transaction with
the business entity.  This risk increases the prospect that a
business combination with such a business entity might prove to
be an unfavorable one for the Company.

WE LACK MARKET RESEARCH AND MARKETING ORGANIZATION.

The Company has not conducted, and others have not made available
to the Company, market research indicating that demand exists for
the transactions we contemplate.  Even in the event demand exists
for a transaction of the type contemplated by the Company, there
is no assurance the Company will be successful in completing any
such business combination.

WE LIKELY WILL HAVE A CHANGE IN CONTROL AND MANAGEMENT FOLLOWING
A BUSINESS COMBINATION.

A business combination involving the issuance of the Company's
common stock will, in all likelihood, result in shareholders of a
target company obtaining a controlling interest in the Company.
As a condition of the business combination agreement, Mr. Hodges
may agree to sell or transfer all or a portion of his common
stock to provide the target company with all or majority control
of the Company.  The resulting change in control of the Company
will occur without your vote and will likely result in removal of
Mr. Hodges as the present sole officer and director of the
Company and a corresponding reduction in or elimination of his
participation in the future affairs of the Company.

A BUSINESS COMBINATION WILL POSSIBLY DILUTE THE VALUE OF THE
COMPANY'S SHARES.

A business combination normally will involve the issuance of a
significant number of additional shares of the Company's common
stock.  Depending upon the value of the assets acquired in the
business combination, the per share value of the Company's common
stock may increase or decrease, perhaps significantly.

THERE ARE STATE REGULATIONS WHICH MIGHT AFFECT THE
TRANSFERABILITY OF THE COMPANY'S SHARES.

The Company has not registered its shares for resale under the
securities or "blue sky" laws of any state and has no plans to
register or qualify its shares in any state.  Current
shareholders, and persons who desire to purchase the shares in
any trading market that may develop in the future, should be
aware that there may be significant state restrictions upon the
ability of new investors to purchase the securities.

Blue sky laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check"
companies, or in "blind-pool" offerings, or if such securities
represent "cheap stock" previously issued to promoters or others.
These limitations typically provide, in the form of one or more
of the following limitations, that such securities are:
* not eligible for sale under exemption provisions
permitting sales without registration  to accredited
investors or qualified purchasers;
* not eligible for the transactional exemption from
registration for nonissuer transactions by a registered
broker-dealer;
* not eligible for registration under the simplified
small corporate offering registration (SCOR) form
available in many states;
* not eligible for the "solicitations of interest"
exception to securities registration requirements
available in many states;
* required to be placed in escrow and the proceeds
received held in escrow subject to various limitations;
or
* not permitted to be registered or exempted from
registration, and thus not permitted to be sold in the
state under any circumstances.
Virtually all 50 states have adopted one or more of these
limitations, or other limitations or restrictions affecting the
sale or resale of stock of blank check companies, or securities
sold in "blind pool" offerings or "cheap stock" issued to
promoters or others.  Specific limitations on offerings by blank
check companies (or companies meeting such a definition, i.e.,
having no current business operations and no specific business
plan or purpose) have been adopted in:
Alaska	Nevada	Tennessee
Arkansas	New Mexico	Texas
California	Ohio	Utah
Delaware	Oklahoma	Vermont
Florida	Oregon	Washington
Georgia	Pennsylvania
Idaho	Rhode Island
Indiana	South Carolina
Nebraska	South Dakota

The Company's selling efforts, and any secondary trading market
which may develop, may only be conducted in those jurisdictions
where an applicable exemption is available or where the shares
have been registered.  The Company has no current plan to
register its shares in any state and does not anticipate doing so
until after the consummation of a merger or acquisition, after
which it will no longer be classified as a blank check company.
The Company has not taken, and does not contemplate taking, any
steps to ensure compliance with state securities laws.

A BUSINESS COMBINATION MAY RESULT IN UNFAVORABLE TAXATION TO THE
COMPANY.

Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may
undertake.  Currently, such transactions may be structured so as
to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions.  The Company intends to
structure any business combination so as to minimize the federal
and state tax consequences to both the Company and the target
company.  However, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-
free treatment upon a transfer of stock or assets.  A non-
qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction and their shareholders.

Item 2.   DESCRIPTION OF PROPERTY.

The Company has a working agreement with one of its shareholders
for use of office space, telephones and secretarial services
supplied free of charge.  The Company has no property.

Item 3.   LEGAL PROCEEDINGS.

Not Applicable.

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

Two meetings occurred during 1999, the October 15, 1999 annual
meeting, and an October 20, 1999 Consent Action of the Board of
Directors and Majority Shareholders.

October 15, 1999 Meeting:
The third annual combined meeting of the Board of Directors and
the Shareholders of this Corporation was held on October 15, 1999
at 2102 N. Donner Ave., Tucson, Arizona 85749, as set forth in
the written Waiver of Notice signed by the director(s) and a
majority vote of shareholders, fixing such time and place.

There were present the following:     Daniel L. Hodges

RESOLVED:    By a vote of 800,000 shares for and 0
against:  To re-elect and confirm all of the current
Directors as Directors of this corporation to serve until
the next annual meeting of stockholders, and until a
successor of each shall have been duly elected and shall
have qualified, or until his earlier resignation, removal
from office or death.

     RESOLVED:    By a vote of 800,000 shares for and 0
against:  To re-appoint and confirm all of the current
officers of this corporation to their current office until,
to hold such offices until the next annual director's
meeting and until successors are duly elected and have
qualified.

     RESOLVED:    By a vote of 800,000 shares for and 0
against:  That any and all action taken to date on behalf of
the corporation as an officer by any of the officers, and
all actions taken to date on behalf of the corporation as a
director by any of the directors are hereby ratified and
approved as fully as if such actions were authorized,
approved and consented to prior to their commission even if
such person was not an officer and/or director at the time
such act was committed.

           There being no further business to come before the
board, a motion was made, seconded and unanimously carried to
adjourn the meeting.

October 20, 1999 Consent Action:
The sole director and a majority vote of the shareholders of
Casterbridge Management, Inc., a Nevada corporation (hereinafter
the "Company") does hereby unanimously consent to the following
actions taken at a meeting on October 20, 1999.

RESOLVED:	By a vote of 800,000 shares for and 0 against:  To
reinstate the Corporation in the State of Nevada.

RESOLVED:	By a vote of 800,000 shares for and 0 against:  To
create and file a certificate of amendment of the articles of
incorporation to increase its capital to 100,000,000 shares of
common stock, with a par value of $.001 per share.

RESOLVED:	By a vote of 800,000 shares for and 0 against:  To
forward split the Company's issued and outstanding stock 1000-1

RESOLVED:	By a vote of 800,000 shares for and 0 against:  To
adopt the attached restated By-Laws of the Company.

RESOLVED:	By a vote of 800,000 shares for and 0 against:  To
retain the following to assist the Company in applying for a
listing on the NQB Pink Sheets, and filing a Form 10-12gSB:

	Law firm of Robert H. Domico, Esq.;  Accounting
Firm of Robison, Hill & Co. CPA's; Stock Transfer and
Ledger Co. as the Company's transfer agent;  and
National Capital LLC to prepare and submit the
necessary filings with the NASD for trading
authorization on the NQB Pink Sheets.

         There being no further business before the board at this
time, the meeting was adjourned.



PART II


Item 5.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
              COMMON EQUITY AND OTHER STOCKHOLDER MATTERS.


DESCRIPTION OF SECURITIES.

Each shareholder of common stock, either in person or by proxy,
may cast one vote per share of common stock held on all matters
to be voted on.  The presence, in person or by proxy, of the
holders of a majority of the total number of shares entitled to
vote constitutes a quorum for the transaction of business.
Assuming that a quorum is present, the affirmative vote of a
majority of the shares of the Company present in person or
represented by proxy is required.  The Company's articles of
incorporation do not provide for cumulative voting or preemptive
rights.

There are no outstanding options or warrants of any kind for the
Company's common stock.

The transfer agent, warrant agent and registrar for the Common
Stock is Holladay Stock Transfer, 2939 67th Place, Scottsdale, AZ
85251.

The Company's common stock is not currently traded.  There are no
plans, proposals, arrangements or understandings with any person
concerning the development of a trading market in the Company's
securities.

No dividends have been declared on the Company's stock.  The
Company does not foresee any dividends being declared in the near
future.

As of April 17, 2000, there were 29 stockholders of record.

<TABLE>
<S>                   <C>       <C>          <C>

Name of
Security Holder

Date of
Original
Issue
Method of
Original
Issuance
(i.e.
purchase,
gift,
etc.)
Shares
Beneficially
Owned (1)


Daniel L. Hodges (2)
5505 N. Indian Trail
Tucson, AZ  85759
2/20/96
For
services
rendered
(3)
	800,000 (4)




Frank Anjakos
1971 N. Lindenwood
Dr.
Tucson, AZ 85712
2/20/96
Gift (5)
	2,000




Cindy Baker
PO Box 40484
Tucson, AZ 85717
2/20/96
Gift (5)
	2,000




Steve Bays
5637 E. Spring St.
Tucson, AZ 85712
2/20/96
Gift (5)
	2,000




Brain Delfs
10130 E. Winding
Trail
Tucson, AZ 85749
2/20/96
Gift (5)
	2,000




James Delfs
3730 N. Tucson Blvd.
Tucson, AZ 85716
2/20/96
Gift (5)
	2,000




Sam Erbst
770 N. Dodge #33
Tucson, AZ 85749
2/20/96
Gift (5)
	2,000




Gus Fotinos
6547 N. Turnberry Dr.
Tucson, AZ 85718
2/20/96
Gift (5)
	2,000




Allyson Fox
61 Kennedy Parkway
Toronto, Canada M6P
3H2
2/20/96
Gift (5)
	2,000




Audra Guthery
4810 E. Seneca
Tucson, AZ  85712
2/20/96
Gift (5)
	2,000




David H. Hack
232 W. Smoot Drive
Tucson, AZ  85705
2/20/96
Gift (5)
	50,000




Matthew S. Hodges
1529 N. Desmond
Tucson, AZ  85712
2/20/96
Gift (5)
	2,000




Kim Lasater
5531 E. Spring St.
Tucson, AZ 85712
2/20/96
Gift (5)
	2,000




Jeff Milton
2519 E. Helen
Tucson, AZ  85716
2/20/96
Gift (5)
	2,000




Suzanne Morvay
4042 N. Pontatoc Rd.
Tucson, AZ 85718
2/20/96
Gift (5)
	2,000




Mike Neighbors
128 N. Southern Swale
Ave.
Tucson, AZ 85748
2/20/96
Gift (5)
	2,000




Thomas Nieman
7825 E. Sabino Hollow
Ct.
Tucson, AZ 85749
2/20/96
Gift (5)
	2,000




Ron Olson
9969 E. Paseo San
Ardo
Tucson, AZ  85747
2/20/96
Gift (5)
	2,000




Mark Polifka
1132 Mohawk
Topanga, CA  90290
2/20/96
Gift (5)
	2,000




Sophie Radecki
207 Hallam Street
Toronto, Canada M6H
1X6
2/20/96
Gift (5)
	2,000




Jonathan Roberts
2102 N. Donner Avenue
Tucson, AZ  85749
2/20/96
Gift (5)
	50,000




Lowell E. Robinson
P. O. Box 23
Arivaca, AZ  85601
2/20/96
Gift (5)
	2,000




Monica Romero
2528 W. Criswell
Court
Tucson, AZ  85745
2/20/96
Gift (5)
	2,000




Melissa Saucedo
7019 W. Avondale
Tucson, AZ  85743
2/20/96
Gift (5)
	2,000




Kevin Sherlock
360 N. Craycroft
Tucson, AZ  85710
2/20/96
Gift (5)
	50,000




Howard Smith
4050 N. Hiddencove
Place
Tucson, AZ  85749
2/20/96
Gift (5)
	2,000




John Sylvester
10222 E. Sylvester
Road
Hereford, AZ  85615
2/20/96
Gift (5)
	2,000




Raymond Willey
1192 Joseph Ct.
Ripton, CA  95366
2/20/96
Gift (5)
	2,000




Jennifer L. Worden
9055 E. Catlina
Highway
No. 5206
Tucson, AZ  85749
2/20/96
Gift (5)
	2,000

</TABLE>

(1)	On October 20, 1999, the outstanding shares of the Company's
common stock were forward split 1,000 to 1, resulting in a
total of 1,000,000 shares outstanding.
(2)	Officer and director of the Company.
(3)	These shares were issued in reliance on Section 4(2) of the
Securities Act.  In consideration of Mr. Hodges contributing
toward the organizational expenses of the Company, and for
services rendered, on February 20, 1996, the Company issued
Mr. Hodges 800 shares of the Company's common stock.
(4)	Restricted shares.
(5)	These shares were issued to individuals as gifts by Mr.
Hodges in reliance on Section 4(2) of the Securities Act (for
U. S. residents) or Regulation S (for Canadian residents).  No
consideration (cash or otherwise) was received in exchange for
the share issuances.  The shares were gifted to individuals
whom Mr. Hodges knew either through familial relationships or
business associations.  Mr. Hodges also selected individuals
who could provide some potential for introducing the Company
to potential merger or acquisition candidates or business
opportunities as well as individuals who were willing to
provide the Company with clerical services for no
remuneration.  There are no known relationships between any of
the shareholders, or between Mr. Hodges as the sole officer
and director and any shareholders, except that Matthew Hodges
is the adult nephew of Mr. Hodges, Jennifer Warden is the wife
of Mr. Hodges, and Brian Delfs and James Delfs are brothers.

State by State Tabulation of Selling Shareholders
Arizona
	992,000
California
	4,000
Canada
	4,000

RECENT SALES OF UNREGISTERED SECURITIES.

There have been no recent sales of the Company's securities.  As
noted above, in connection with organizing the Company, on
February 20, 1996, persons consisting of its officers, directors,
and other individuals were issued a total of 1,000 unregistered
shares of Common Stock at a value of $.001 per share.  The
Company relied upon Section 4(2) of the Securities Act.  On
October 20, 1999, those outstanding shares were forward split
1,000 to 1, resulting in a total of 1,000,000 shares outstanding.


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

Plan Of Operations - General

The Company was organized for the purpose of creating a corporate
vehicle to seek, investigate and, if such investigation warrants,
acquire an interest in one or more business opportunities
presented to it by persons or firms who or which desire to seek
perceived advantages of a publicly held corporation.  At this
time, the Company has no plan, proposal, agreement, understanding
or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business
or company for investigation and evaluation.  Mr. Hodges, the
Company's sole officer and director, has not had any material
discussions with any company with respect to the acquisition of
that company.

The Company will not restrict its search to any specific
business, industry or geographical location, and the Company may
participate in a business venture of virtually any kind or
nature.  Our discussion of the proposed business of the Company
is purposefully general and is meant to demonstrate the Company's
virtually unlimited discretion to search for and enter into
potential business opportunities.

Sources Of Opportunities

The Company does not intend to actively seek out investors.
Rather, the Company seeks to merge with or acquire assets or
shares of an entity, which is already actively engaged in a
business that generates revenues, in exchange for the Company's
common stock.  Mr. Hodges expects that he will be contacted by a
number of target companies.

In addition, the Company anticipates that business opportunities
will be referred to it by various sources, including Mr. Hodges,
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 Mr. Hodges as well as
indirect associations between him and other business and
professional people.  We cannot predict the number of individuals
or companies who may approach Mr. Hodges about the Company.

The Company will not enter into a business combination with a
company in which Mr. Hodges or his affiliates or associates have
a current ownership interest.  However, there is no policy,
corporate bylaw or shareholder resolution prohibiting the Company
from merging or acquiring a business, asset or company in which
any potential promoter, affiliate or associate of the Company or
Mr. Hodges has any direct or indirect ownership.

The Company does not currently plan to engage professional firms
specializing in business acquisitions or reorganizations; however
the Company has not formulated any policy regarding the use of
consultants or outside advisors.  In addition, the Company has
not, and does not intend to, advertise in search of business
opportunities.  However, the Company may, in the future,
advertise and promote itself in financial newspapers, magazines
and on the Internet.

The Company may seek a business opportunity with a firm that only
recently commenced operations, or a developing company in need of
additional funds for expansion into new products or markets, or
an established company seeking a public vehicle.  In some
instances, a business opportunity may involve the acquisition or
merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading
market for its common stock.  The Company may purchase assets and
establish wholly owned subsidiaries in various businesses or
purchase existing businesses as subsidiaries.

The Company anticipates that its selection of a business
opportunity in which to participate may be complex and extremely
risky.  Because of general economic conditions, rapid
technological advances being made in some industries and
shortages of available capital, Mr. Hodges believes that there
are numerous firms seeking the benefits of a publicly traded
corporation like the Company.  The perceived benefits of a
publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a
means for providing incentive stock options or similar benefits
to key employees, providing liquidity (subject to restrictions of
applicable statues) for all shareholders, and other factors.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.

The Company has, and will continue to have, insufficient capital
with which to provide the owners of potential target companies
with any significant cash or other assets.  However, Mr. Hodges
believes the Company will offer owners of business opportunities
the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to
conduct an initial public offering.  The owners of the business
opportunities will, however, incur significant post-merger or
acquisition registration costs in the event they wish to register
a portion of their shares for subsequent sale.  The target
company will also incur significant legal and accounting costs in
connection with the business combination including the costs of
preparing post-effective amendments, Forms 8-K, agreements and
related reports and documents.  However, Mr. Hodges has not
conducted market research and is not aware of statistical data,
which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.

Evaluation Of Opportunities

The analysis of new business opportunities will be undertaken by,
or under the supervision of, Mr. Hodges, who may not be
considered a professional business analyst.  Mr. Hodges will be
the key person in the search, review and negotiation with
potential acquisition or merger candidates.  While Mr. Hodges
likely has no quantifiable experience in the businesses of any
particular target companies that may be reviewed, he has
experience in managing development stage companies similar to the
Company.  Mr. Hodges will rely upon his own efforts in
accomplishing the business purposes of the Company.  Mr. Hodges
is currently employed in other positions and will devote only a
nominal portion of his time to the business affairs of the
Company, until such time as an acquisition has been determined to
be highly favorable.  After that time, however, Mr. Hodges
expects to spend full time in investigating and closing any
acquisition.  In addition, in the face of competing demands for
his time, Mr. Hodges may grant priority to his other positions
rather than to the Company.

For example, in analyzing prospective business opportunities, Mr.
Hodges will consider the following matters:

* the available technical, financial and managerial
resources; working capital and other financial
requirements of the target;
* the target's history of operations, if any;
* the target's prospects for the future;
* the present and expected competition in the target's
industry;
* the quality and experience of management services which
may be available and the depth of that management
within the target;
* the potential for further research, development or
exploration in the target's industry;
* specific risk factors which may be anticipated to
impact the proposed activities of the Company;
* the potential for growth or expansion and profit;
* the perceived public recognition or acceptance of
products, services or trades of the target and the
industry and brand or name identification; and
* all other relevant factors.

Mr. Hodges and/or his legal and financial advisers intend to meet
personally with management and key personnel of the firm
sponsoring the business opportunity as part of their
investigation.  To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate
the above factors.  The Company will not acquire or merge with
any company for which audited financial statements cannot be
obtained.

Mr. Hodges is currently involved in promoting approximately 110
blank check companies, many of which have registered their shares
with the SEC under the Securities and Exchange Act of 1934.  All
of these companies are in various stages of searching for merger
or acquisition opportunities, and thus, there are potential
inherent conflicts of interest in Mr. Hodges' acting as officer
and director of the Company and these other companies.  See Item
9  "Directors, Executive Officers, Promoters and Control Persons"
for a listing of companies in which Mr. Hodges is involved.
Insofar as he is engaged in other business activities, Mr. Hodges
anticipates he will devote only a nominal amount of time to the
Company's affairs.  In addition, Mr. Hodges may in the future
become a shareholder, officer or director of other companies
which may be formed for the purpose of engaging in business
activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in
the future with respect to such other entities.

The Company does not currently have a right of first refusal
pertaining to opportunities that come to Mr. Hodges' attention
insofar as such opportunities may relate to the Company's
proposed business operations.  Mr. Hodges will consider merger
and/or acquisition opportunities and intends to make them
available to the Company and the companies that he is affiliated
with on an equal basis and in his sole discretion.  The Company
has not adopted any conflict of interest policy with respect to
these types of transactions.   If a situation arises in which
more than one company with which Mr. Hodges is involved desires
to merge with or acquire a specific target company and the
principals of the proposed target company have no preference as
to which company will merge 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.

Acquisition Of Opportunities

The Company does not intend to make any loans to any prospective
merger or acquisition candidates or unaffiliated third parties.
However, as is customary in the industry, the Company may pay a
finder's fee for persons locating and introducing an acquisition
prospect.  In the event the Company consummates a transaction
with an entity introduced by a finder, we may compensate the
finder for the referral in the form of a finder's fee.  If a
finder's fee is paid, we anticipate that the finder's fee will be
either in the form of restricted common stock issued by the
Company as part of the terms of the proposed transaction, or in
the form of cash consideration.  If the finder's fee is paid in
the form of common stock, the Board of Directors will approve
this issuance.  If the finder's fee is in the form of cash, the
payment will have to be tendered by the acquisition or merger
candidate because the Company has insufficient cash available to
make any fee payment.  If any such fee is paid, it will be
approved by the Company's Board of Directors and will be in
accordance with the industry standards.  Such fees are
customarily between 1% and 5% of the size of the transaction,
based upon a sliding scale of the dollar amount involved.  These
fees are typically in the range of 5% on a $1,000,000 transaction
ratably down to 1% in a $4,000,000 transaction.

As part of any transaction, the acquired company may require that
Mr. Hodges or other shareholders of the Company sell all or a
portion of their shares to the acquired company, or to the
principals of the acquired company.  The sales price of these
shares may be lower than the anticipated market price of the
Company's common stock at that time.  The Company's shareholders
will not be provided the opportunity to approve or consent to
such sale.

Mr. Hodges may actively negotiate for the purchase of his common
stock as a condition to or in connection with a proposed merger
or acquisition transaction.  Any terms of a sale of Mr. Hodges'
shares may not be afforded to other shareholders of the Company.
The opportunity to sell all or a portion of his shares in
connection with an acquisition may influence Mr. Hodges' decision
to enter into a specific transaction.  However, Mr. Hodges
believes that since the anticipated sales price will potentially
be less than market value, the potential of a stock sale will be
a material factor in any decision to enter a specific
transaction.  This description of potential sales of Mr. Hodges'
stock is not based upon any corporate bylaw, shareholder or board
resolution, or contract or agreement.  No other payments of cash
or property are expected to be received by Mr. Hodges in
connection with any acquisition.

In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise or
licensing agreement with the target corporation.  The Company may
also purchase stock or assets of the existing business.  On the
consummation of a transaction, it is likely that the present
management and shareholders of the Company will not be in control
of the Company.  Mr. Hodges may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers
and directors without a vote of the Company's shareholders.
Except as may be required by state or federal securities law
applicable to the particular form of transfer, the Company does
not intend to provide its shareholders with any complete
disclosure documents, including a proxy statement and/or audited
financial statements, concerning an acquisition or merger
candidate and its business prior to the consummation of any
acquisition or merger transaction.

A potential target might insist that the Company issue the target
shares of the Company's common stock as part of the business
combination.  We believe that any stock that the Company might
issue in any reorganization would be issued in reliance on
exemptions from registration under applicable federal and state
securities laws.  In some circumstances, however, as a negotiated
element of this transaction, the Company may agree to register
the shares either at the time the transaction is consummated,
under certain conditions or at specified time thereafter.  The
issuance of substantial additional shares of stock and their
potential sale into any trading market in the Company's common
stock may have a dilutive and depressive effect on such trading
market.

While the actual terms of a transaction to which the Company may
be a party cannot be predicted, we expect that the parties to the
business combination will want to avoid the creation of a taxable
event and structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal
Revenue Code of 1986, as amended.  In order to obtain tax-free
treatment, 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 this event, the shareholders of the Company,
including past and current investors, would retain less than 20%
of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such
shareholders.

The Company will not have sufficient funds (unless it is able to
raise funds in a private placement) to undertake any significant
development, marketing and manufacturing of any products, which
it may acquire.  The Company does not intend to raise any funds,
via private placement or otherwise, prior to the effectiveness of
a merger or acquisition.  Upon the merger or acquisition, the
Company intends to obtain funds in one or more private placements
to finance the operation of the acquired business.  Persons
purchasing securities in these placements and other shareholders
may not have the opportunity to participate in the decision
relating to any acquisition.  The Company's proposed business is
sometimes referred to as a blank check because any investors will
entrust their investment to the Company's management before they
have a chance to analyze any ultimate use to which their money
may be put.  Accordingly, the Company would probably be required
to give up a substantial portion of its interest in any acquired
product.  We cannot assure you that the Company will be able
either to obtain additional financing or interest third parties
in providing funding for the further development, marketing and
manufacturing of any products acquired.

We believe that the investigation of specific business
opportunities and the negotiation, drafting and execution of
relevant agreements, disclosure documents and other instruments
will require substantial time, attention and costs for
accountants, attorneys and others.  If the Company and/or the
target business decide not to participate in a specific business
opportunity, the costs incurred in the related investigation
would not be recoverable.

Item 7.   FINANCIAL STATEMENTS.

See Item 13

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING.

Not Applicable




PART III

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS.

A member of the Board of Directors of the Company serves until
the next annual meeting of shareholders, or until the member's
successor has been elected.  An officer serves at the pleasure of
the Board of Directors.

Currently, there is only one executive officer, key employee and
director of the Company:

        Name			Age		Position

Daniel L. Hodges		34		President/Secretary/Director

DANIEL L. HODGES.  Daniel L. Hodges has been the sole Director,
President, Chief Financial Officer and Secretary of the Company
since shortly after its formation.  Mr. Hodges has been president
and director of Solomon Consulting Corp. which specializes in
corporate and securities consulting since 1995.  He has owned and
operated an industrial manufacturing company, "APRI, Inc." since
1998.  APRI, Inc. (which stands for Architectural PRoducts
Incorporated) is a company in the business of manufacturing
concrete precast products such as pillars, balustrade assemblies,
wainscot, benches, etc.  APRI ceased operations in 1999 and is in
the process of selling the casting and molding assets for the sum
of $150,000 to a third party named Cornerstone Precast, LLC.  Mr.
Hodges has no affiliation with Cornerstone Precast, LLC.   APRI,
Inc. had gross revenues of $383,000 in 1998 and estimated gross
revenues of $140,000 in 1999.  APRI, Inc. leased premises in
Tucson, Arizona of 8,000 square feet of industrial warehouse
space for its operations.  This lease terminated in 1999.  APRI
never had more than eight employees at any one time.  Mr. Hodges
is currently on the board of directors of two charitable
organizations as well as a number of  blank check companies, as
we indicate on the chart below.  Mr. Hodges received his B.S.
from Thomas A. Edison State College in Trenton, New Jersey.  He
is also a graduate of the U.S. Air Force Undergraduate Pilot
Training program and is currently the rank of Captain as an
officer in the Air National Guard.

The following chart summarizes certain information concerning the
blank check companies with which Mr. Hodges is or has been a
director and which have filed or intend to file a registration
statement with the SEC, as of March 31, 2000.   The term "n/a"
indicates that the company referenced has not entered into an
agreement for a business combination or merger.
<TABLE>
<S>                   <C>   <C>          <C>    <C>

Company Name
Inc.
State
Form10SB File
Date
SEC File
No.
Merger Info-If Applic.



A Better Way Financial
Corporation
Wyoming
01/24/2000
0-29061
n/a
Amazing Investments, Inc.
Wyoming
12/23/1999
0-28533
n/a
American Frontiers Marketing
Company
Wyoming
01/26/2000
0-29131
n/a
Arcadia Investments, Inc.
Wyoming
12/17/1999
0-28535
n/a
Blackjack Financial, Inc.
Wyoming
12/17/1999
0-28531
n/a
Boulder Creek Financial, Inc.
Wyoming
12/23/1999
0-28623
n/a
Business to Business, Inc.
Wyoming
12/17/1999
0-28533
n/a
Caprock Canyon Investments, Inc
Wyoming
12/27/1999
0-28647
n/a
Cedar Grove Marketing, Inc.
Wyoming
12/22/2000
0-28615
n/a
Cherokee Investments, Inc.
Wyoming
01/05/2000
0-28777
n/a
Coyote Canyon Corporation
Wyoming
01/26/2000
0-29133
n/a
Easy Living Investments, Inc.
Wyoming
01/26/2000
0-29135
n/a
Equality Investments, Inc.
Wyoming
01/26/2000
0-29137
n/a
Essential Solutions, Inc.
Wyoming
01/26/2000
0-29139
n/a
Fantastic Financial Corporation
Wyoming
01/24/2000
0-29063
n/a
Feather Valley Financial, Inc.
Wyoming
12/27/1999
0-28649
n/a
Freedom Financial Corporation
Wyoming
12/27/1999
0-28651
n/a
Granite Cliffs Incorporated
Wyoming
12/27/1999
0-28653
n/a
Harvest Valley Ventures, Inc.
Wyoming
12/22/1999
0-28617
n/a
Magical Marketing, Inc.
Wyoming
12/22/1999
0-28611
n/a
Monumental Marketing, Inc.
Wyoming
01/05/2000
0-28769
n/a
Neighborhood Investments,Ltd.
Wyoming
12/27/1999
0-28655
n/a
Preferred Investments, Inc.
Wyoming
01/26/2000
0-29141
n/a
Private Access, Inc.
Wyoming
01/26/2000
0-29143
n/a
Red Butte Financial, Inc.
Wyoming
01/26/2000
0-29151
n/a
Spring Valley Management
Corporation
Wyoming
01/26/2000
0-29145
n/a
Stone Field Management Company
Wyoming
01/26/2000
0-29147
n/a
Stonewall Financial, Ltd.
Wyoming
12/22/1999
0-28613
n/a
Sweetwater Investing, Inc.
Wyoming
01/04/2000
0-28751
n/a
Unimann, Inc.
Wyoming
12/23/1999
0-28625
n/a
Valuable Ventures, Inc.
Wyoming
12/27/1999
0-28673
n/a
Walnut Valley Ventures, Inc.
Wyoming
01/26/2000
0-29153
n/a
Western Financial Corporation
Wyoming
01/26/2000
0-29149
n/a
White Horse Resources, Inc.
Wyoming
01/24/2000
0-29065
n/a
White Oak Corporation
Wyoming
12/27/1999
0-28671
n/a
Achievement Investments
Nevada
02/16/2000
0-29535
n/a
American Machine, Inc.
Nevada
02/11/2000
0-29465
n/a
Buccaneer Marketing &
Investments
Nevada
02/11/2000
0-29467
n/a
Conservative West, Inc.
Nevada
02/11/2000
0-29469
n/a
Deerwood, Inc.
Nevada
02/11/2000
0-29471
Withdrawal in Process(1)
Essential Laser Concepts Ltd.
Nevada
02/16/2000
0-29533
n/a
Everyday Assembly Productions,
Inc.
Nevada
02/16/2000
0-29537
n/a
Forgotten Investments Company,
Inc.
Nevada
02/16/2000
0-29539
n/a
Green Clover Luck Corporation
Nevada
02/16/2000
0-29541
n/a
Green Oaks Concepts, Ltd.
Nevada
02/16/2000
0-29543
n/a
In Full Affect, Inc.
Nevada
02/16/2000
0-29545
n/a
K.B. Far Incorporation
Nevada
02/16/2000
0-29547
n/a
Knight Investment Ltd.
Nevada
02/16/2000
0-29549
n/a
Market Integrity, Inc.
Nevada
02/16/2000
0-29569
n/a
Nascent Technology, Inc.
Nevada
02/16/2000
0-29551
n/a
Obligation Futures, Inc.
Nevada
02/16/2000
0-29553
n/a
Par 3 Services, Inc.
Nevada
02/16/2000
0-29555
n/a
Passover Management
International, Inc.
Nevada
02/16/2000
0-29571
n/a
Profits Emporium, Inc.
Nevada
02/16/2000
0-29557
n/a
Ring of Fire Marketing, Ltd.
Nevada
02/16/2000
0-29559
n/a
Seminar Strategies & Marketing,
Inc.
Nevada
02/16/2000
0-29561
n/a
Silver Rose Development, Inc.
Nevada
02/23/2000
0-29659
n/a
Social Engagements, Inc.
Nevada
02/16/2000
0-29563
n/a
Superior Global Services, Inc.
Nevada
n/a
n/a
n/a
Triumphant Endeavors, Inc.
Nevada
02/22/2000
0-29629
n/a
Alph-Net Consulting Group, Inc.
Nevada
n/a
n/a
n/a
Ambercom Incorporated
Nevada
n/a
n/a
n/a
Arthur Morris, Inc.
Nevada
n/a
n/a
n/a
Big Surf, Inc
Nevada
01/12/2000
0-28857
n/a
Casterbridge Management, Inc.
Nevada
01/26/2000
0-29157
n/a
Cerritos Holdings
Nevada
10/20/1999
0-27733
See details below (2)
Cirrus Development Corp.
Nevada
01/14/2000
0-28899
n/a
Clearwater Communications, Corp.
Nevada
02/02/2000
0-29289
n/a
Flozone Marketing Co., Inc,
Nevada
n/a
n/a
n/a
G.E. Pension Capital Management
Corp
Nevada
n/a
n/a
n/a
GENETI Corp.
Nevada
01/14/2000
0-28901
n/a
Glass Dolphin, Inc.
Nevada
01/12/2000
0-28851
n/a
H&L Investments
Nevada
10/20/1999
0-27735
See details below (3)
HJS & BDS, Inc.
Nevada
n/a
n/a
n/a
Interlock Services
Nevada
11/08/1999
0-27983
See details below (4)
International Lottery & Gaming,
Inc.
Nevada
01/25/2000
0-29119
n/a
K&L Electronics Photo and
Supply, Co.
Nevada
n/a
n/a
n/a
Klamath Falls Corp.
Nevada
n/a
n/a
n/a
Laredo Investments, Inc.
Nevada
11/05/1999
0-27959
See details below (5)
M.H. Trucking, Inc.
Nevada
n/a
n/a
n/a
Models, Inc.
Nevada
01/12/2000
0-28855
n/a
Morenci Corp.
Nevada
10/20/1999
0-27737
See details below (6)
Netsite Media, Inc.
Nevada
n/a
n/a
n/a
Nova Masonry, Inc.
Nevada
n/a
n/a
n/a
Pacific Administrative Services,
Inc.
Nevada
01/12/2000
0-28849
n/a
Casterbridge Management, Inc.
Nevada
01/26/2000
0-29155
n/a
Phantom Consulting Corp.
Nevada
01/26/2000
0-29159
n/a
Providence Holdings, Inc.
Nevada
n/a
n/a
n/a
PSM Corp.
Nevada
10/20/1999
0-27739
See details below (7)
RBO Holdings Inc.
Nevada
01/12/2000
0-28859
n/a
RK Johnson Ltd.
Nevada
01/12/2000
0-28853
n/a
Rome in a Day, Inc.
Nevada
n/a
n/a
n/a
Solco International, Inc.
Nevada
12/02/1999
0-28337
n/a
Tridex Investing Inc.
Nevada
01/14/2000
0-28905
n/a
Troiler USA, Inc.
Nevada
01/25/2000
0-29117
n/a
Two Sisters Enterprises, Inc.
Nevada
n/a
n/a
n/a
Visionary Media, Inc.
Nevada
n/a
n/a
n/a
Zenger, Inc.
Nevada
n/a
n/a
n/a
Horse Tooth Ventures, Inc.
Wyoming
n/a
n/a
n/a
Owl Canyon Ventures, Inc.
Wyoming
n/a
n/a
n/a
Table Mountain Resources, Inc.
Wyoming
n/a
n/a
n/a
Snake River Resourses, Inc.
Wyoming
n/a
n/a
n/a
High peak Ventures, inc.
Wyoming
n/a
n/a
n/a
Grassy Pond Properties, Inc.
Wyoming
n/a
n/a
n/a
Expert Investing, Inc.
Wyoming
n/a
n/a
n/a
Chinook Winds, Inc.
Wyoming
n/a
n/a
n/a
Diamond Opportunities, Inc.
Wyoming
n/a
n/a
n/a
Crystal River Resources
Wyoming
n/a
n/a
n/a
Platte Holding Company
Wyoming
n/a
n/a
n/a
Sharp Spur Financial Corporation
Wyoming
n/a
n/a
n/a
Blue Mountains, Inc.
Wyoming
n/a
n/a
n/a
Shell Canyon Ventures
Wyoming
n/a
n/a
n/a
Sunnyside Investments, Inc.
Wyoming
n/a
n/a
n/a
Crow Creek Financial Services,
Inc.
Wyoming
n/a
n/a
n/a
Ponderosa Properties, Inc.
Wyoming
n/a
n/a
n/a
Action Investments, Inc.
Wyoming
n/a
n/a
n/a
Medicine Bow Investments, Inc.
Wyoming
n/a
n/a
n/a
Lonesome Pine Investments, Inc.
Wyoming
n/a
n/a
n/a
Tribeworks, Inc. (fka Pan World
Corp)
Nevada
Non-Reporting
n/a
See details below (8)
Kestrel Equity Corporation
Arizona
12/17/1999
0-28553
See details below (9)
Avaterra.com, Inc. (fka Pockets
Hldng)
Arizona
Non-Reporting
n/a
See details below (10)
Netmeasure Techn. (fka
Powertech, Inc)
Nevada
10/15/1999
0-27675
See details below (11)
Landstar, Inc.
Nevada
01/04/2000
1-15597
See details below (12)
Hyaton Corporation
Nevada
10/28/1999
0-27853
See details below (13)
Phileo Management Company
Nevada
Non-Reporting
n/a
See details below (14)
ImuMed Int'l  (fka Viper
Resources, Inc.
Nevada
Non-Reporting
n/a
See details below (15)
Upland Properties, Inc.
Nevada
Non-Reporting
n/a
See details below (16)
Solomon Alliance Group, Inc.
Nevada
03/16/2000
0-29973
See details below (17)
Pioneer Spirit 2000, Inc.
Nevada
Non-Reporting
n/a
See details below (18)
Merendon International, Inc.
Nevada
Non-Reporting
n/a
See details below (19)
</TABLE>

(1)	Deerwood, Inc.  The filing with the SEC erroneously included
incorrect data.  The filing will be withdrawn and resubmitted.

(2)	Cerritos Holdings, Inc.  Mr. Hodges relinquished control of
the company through a resignation of his positions and sale of
the control block of issued and outstanding stock held by him
(800,000 shares) back to the treasury of the company for
cancellation.  He received an amount of $150,000 in cash for the
combination of stock sold and fees owed to him by the company.
Subsequent to Mr. Hodges resignation, the company began
operations in the entertainment industry in Vancouver, B.C. to
provide studio, production and set services for TV and major
motion pictures.  Mr. Hodges has no affiliation or ties to the
current company, nor has he, since the date of his resignation on
January 8, 2000.  The company trades under the symbol CERH.

(3)	H&L Investments, Inc.  Mr. Hodges relinquished control of
the company through a resignation of his positions and sale of
the control block of issued and outstanding stock held by him
(800,000 shares) back to the new board chairman for cancellation.
He received an amount of $100,000 in cash for the combination of
stock sold and fees owed to him by the company.  Subsequent to
Mr. Hodges resignation, the company began operations in the
Internet industry by merging with Asia4Sale.com, Inc. and changed
its name.  Mr. Hodges has no affiliation or ties to the current
company, nor has he, since the date of his resignation on
December 20, 1999.  The company now trades under the symbol AFSI.

(4)	Interlock Services, Inc.  Mr. Hodges relinquished control of
the company through a resignation of his positions and sale of
the control block of issued and outstanding stock held by him
(800,000 shares) back to the treasury of the company for
cancellation.  He received an amount of $110,000 in cash for the
combination of stock sold and fees owed to him by the company.
Subsequent to Mr. Hodges resignation, the company began
operations in the Internet industry by merging with
2DoBusiness.com, Inc. and changed its name.  Mr. Hodges has no
affiliation or ties to the current company, nor has he, since the
date of his resignation on December 21, 1999.  The company now
trades under the symbol DOBZ.

(5)	Laredo Investments, Inc.  Mr. Hodges relinquished control of
the company through a resignation of his positions and sale of
the control block of issued and outstanding stock held by him
(800,000 shares) back to the treasury of the company for
cancellation.  He received an amount of $100,000 in cash for the
combination of stock sold and fees owed to him by the company.
Subsequent to Mr. Hodges' resignation, the company announced on
March 3, 2000 that it intends to acquire 100% of the stock of GFR
Nutritionals, Ltd. which is engaged in the manufacture and sale
of health industry products.  Mr. Hodges has no affiliation or
ties to the current company, nor has he, since the date of his
resignation on January 5, 2000.  The company trades under the
symbol LRDI.

(6)	Morenci Corp.  Mr. Hodges relinquished control of the
company through a resignation of his positions and sale of the
control block of issued and outstanding stock held by him
(800,000 shares) back to the treasury of the company for
cancellation.  He received an amount of $150,000 in cash for the
combination of stock sold and fees owed to him by the company.
Subsequent to Mr. Hodges resignation, the company began
operations in the Internet industry by merging with
esportsbike.com, Inc.  Mr. Hodges has no affiliation or ties to
the current company, nor has he, since the date of his
resignation on January 8, 2000. The company trades under the
symbol MORN.

(7)	PSM Corp.  Mr. Hodges relinquished control of the company
through a resignation of his positions and sale of the control
block of issued and outstanding stock held by him (800,000
shares) back to the treasury of the company for cancellation.  He
received an amount of $100,000 in cash for the combination of
stock sold and fees owed to him by the company.  Subsequent to
Mr. Hodges resignation, the company began operations in the
service industry by merging with Mentor on Call, Inc.  Mr. Hodges
has no affiliation or ties to the current company, nor has he,
since the date of his resignation on December 21, 1999.  The
company trades under the symbol MNOC.

(8)	Tribeworks, Inc. (fka Pan World Corp.)  Mr. Hodges
relinquished control of the company through a resignation of his
positions and sale of the control block of issued and outstanding
stock held by him (950,000 shares) back to the treasury of the
company for cancellation.  He received an amount of $60,000 in
cash for the combination of stock sold and fees owed to him by
the company.  Subsequent to Mr. Hodges resignation, the company
began operations in the entertainment industry by merging with
Tribeworks, Inc. and changed its name.  Mr. Hodges has no
affiliation or ties to the current company, nor has he, since the
date of his resignation March 23, 1999. The company trades under
the symbol TRWX.

(9)	Kestrel Equity Corp.  Mr. Hodges relinquished control of the
company through a resignation of his positions and sale of the
control block of issued and outstanding stock held by him
(950,000 shares) back to the treasury of the company for
cancellation.  He received an amount of $75,000 in cash for the
combination of the stock sold and fees owed to him by the
company.  Subsequent to Mr. Hodges resignation, the company began
operations in the entertainment industry by merging with
StereoVision Entertainment, Inc. and changed its name.  Mr.
Hodges has no affiliation or ties to the current company, nor has
he, since the date of his resignation on September 24, 1999. The
company trades under the symbol KSEQ.

(10)	Avaterra.com, Inc.  (fka Pockets Holding Corp.)  Mr. Hodges
relinquished control of the company when it was known as Pockets
Holding Corp., through a resignation of his positions and sale of
the control block of issued and outstanding stock held by him
(950,000 shares) back to the treasury of the company for
cancellation.  He received an amount of $50,000 in cash for the
combination of the stock sold and fees owed to him by the
company.  Subsequent to Mr. Hodges resignation, the company began
operations in the entertainment industry by merging with
Avaterra.com, Inc. and changed its name.  Mr. Hodges has no
affiliation or ties to the current company, nor has he, since the
date of his resignation on February 15, 1999.  The company trades
under the symbol AVAR.

(11)	NetMeasure Technology, Inc. (fka Powertech, Inc. NV)  Mr.
Hodges resigned his positions with the company on December 9,
1998.  Concurrent with his resignation, Mr. Hodges transferred
his stock to the new management of the company.  He received no
compensation for the stock or for the services owed to him by the
company.  Subsequent to Mr. Hodges resignation, the company began
operations in the Internet security industry by merging with
NetSentry, Inc.  Mr. Hodges has no affiliation or ties to the
current company, nor has he, since the date of his resignation.
The company trades under the symbol PTCD.

(12)	Landstar, Inc.  Mr. Hodges relinquished control of the
company through a resignation of his positions and sale of the
control block of issued and outstanding stock held by him
(500,000 shares) back to the treasury of the company for
cancellation.  He received an amount of $80,000 in cash for the
combination of the stock sold and fees owed to him by the
company.  Mr. Hodges has no affiliation or ties to the current
company, nor has he, since the date of his resignation on
November 15, 1998.  The company trades under the symbol LDSR.

(13)	Hyaton Organics, Inc.  (fka Hyaton Company, Inc.)  Mr.
Hodges relinquished control of the company through a resignation
of his positions and sale of the control block of issued and
outstanding stock held by him (500,000 shares) back to the
treasury of the company for cancellation.  He received an amount
of $60,000 in cash for the combination of the stock sold and fees
owed to him by the company.  Mr. Hodges has no affiliation or
ties to the current company, nor has he, since the date of his
resignation on October 27, 1998.  The company trades under the
symbol HYTN.

(14)	Phileo Management Company, Inc.  Mr. Hodges relinquished
control of the company through a resignation of his positions and
sale of the control block of issued and outstanding stock held by
him (500,000 shares) back to the treasury of the company for
cancellation.  He received an amount of $60,000 in cash for the
combination of the stock sold and fees owed to him by the
company.  Mr. Hodges has no affiliation or ties to the current
company, nor has he, since the date of his resignation on January
18, 1999.  The company trades under the symbol HYTN.

(15)	ImuMed International, Inc.  (fka Viper Resources, Inc.)  Mr.
Hodges relinquished control of the company through a resignation
of his positions and sale of the stock held by him (500,000
shares) back to the treasury of the company for cancellation.  He
received an amount of $75,000 in cash for the combination of the
stock sold and fees owed to him by the company.  Mr. Hodges has
no affiliation or ties to the current company, nor has he, since
the date of his resignation on December 15, 1998.  The company
trades under the symbol IMED.

(16)	Upland Properties, Inc.  Mr. Hodges resigned his positions
with the company and sold the stock held by him (250,000 shares)
back to the treasury of the company for cancellation.  He
received an amount of $50,000 in cash for the combination of the
stock sold and fees owed to him by the company.  Mr. Hodges has
no affiliation or ties to the current company, nor has he, since
the date of his resignation on September 5, 1998.

(17)	Solomon Alliance Group, Inc.  Mr. Hodges relinquished
control of the company through a resignation of his positions and
sale of the stock held by him (500,000 shares) back to the
treasury of the company for cancellation.  He received an amount
of $85,000 in cash for the combination of the stock sold and fees
owed to him by the company.  Mr. Hodges has no affiliation or
ties to the current company, nor has he, since the date of his
resignation on November 12, 1998.  The company trades under the
symbol SAGE.

(18)	Pioneer Spirit 2000, Inc.  Mr. Hodges relinquished control
of the company through a resignation of his positions on Feb. 20,
2000 and the sale of the stock held by him (950,000 shares) back
to the treasury of the company for cancellation.  He received an
amount of $110,000 in cash for the stock sold and fees owed to
him by the company.  Mr. Hodges has no affiliation or ties to the
current company, nor has he, since the date of his resignation.
The company is cleared to trade under the symbol PSPR.

(19)	Merendon International, Inc.  Mr. Hodges relinquished
control of the company through a resignation of his positions and
sale of the stock held by him (1,800,000 shares) back to the
treasury of the company for cancellation.  He received an amount
of $100,000 in cash for the stock sold and fees owed to him by
the company.  Mr. Hodges has no affiliation or ties to the
current company, nor has he, since the date of his resignation on
January 25, 2000.  The company is cleared to trade under the
symbol MERI.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Nevada Business Associations Act (the "Business
Associations Act") Title 7, Chapter 78, the articles of
incorporation may contain a provision eliminating or limiting the
personal liability of a director or officer to the corporation or
its shareholders for damages for breach of fiduciary duty.  If
this type of limiting provision is included in articles of
incorporation, such a provision cannot eliminate or limit the
liability of a director or officer for (a) acts or omissions that
involve intentional misconduct, fraud or a knowing violation of
law or (b) the payment of an unlawful distribution to
shareholders.

The Company's Articles of Incorporation contain the provision
that no director or officer of the Company shall be personally
liable to the Company or any of its shareholders for damages for
breach of fiduciary duty as a director or officer involving any
act or omission of any such director or officer; provided,
however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes.

The Company's By-Laws provide that the Company shall indemnify
any and all of its directors and officers, and its former
directors and officers, or any person who may have served at the
Company's request as a director or officer of another corporation
in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been director(s) or
officer(s) except, in relation to matters as to which the
director or officer or former director or officer or person shall
be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty.  Such
indemnification shall not be deemed exclusive of any other rights
to which those indemnified may be entitled, under By-Law,
agreement, vote of shareholders or otherwise.


Item 10.   EXECUTIVE COMPENSATION.

No employment compensation is paid or anticipated to be paid by
the Company.  The Company has no understandings or agreements,
preliminary or otherwise, in regard to executive compensation.
Its sole director and officer, Mr. Hodges, does not receive any
compensation for his duties.  On February 20, 1996, the Company
issued 800 shares (800,000 shares after giving effect to a
forward stock-split) of common stock as compensation to Mr.
Hodges in connection with services rendered and fees paid by him
at the time of the formation of the Company.  Mr. Hodges has not
received any other compensation for his services rendered to the
Company and is not accruing compensation.  As of the date of this
prospectus, the Company has no funds available to pay officers
and directors.

The Company has no employment agreements with any persons.  No
retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Company for the benefit of any employees.

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

The following table presents certain information regarding
beneficial ownership of the Company's common stock as of April 1,
2000, by (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of
common stock, (ii) each director and executive officer of the
Company, and (iii) all directors and executive officers as a
group.  Unless otherwise indicated, each person in the table has
sole voting and investment power as to the shares shown.
<TABLE>
<S>             <C>                  <C>           <C>

Title of Class
Name and Address
of Beneficial Owner
Amount of
Beneficial
Owner

Percent of
Class




Common
Daniel L. Hodges
President and
Director
5505 N Indian Trail
Tucson, AZ 85750
800,000
shares
80%


Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On February 20, 1996, the Company issued a total of 1,000 shares
of its common stock in the following manner.  In consideration of
Mr. Hodges contributing toward the organizational expenses of the
Company and for services rendered, the Company issued Mr. Hodges
800 shares of its common stock.  On October 20, 1999, the
outstanding shares were forward split 1,000 to 1 and the par
value was changed to $.001, resulting in a total of 1,000,000
shares outstanding, 800,000 of which are owned by Mr. Hodges.

Under Rule 405 promulgated under the Securities Act of 1933, Mr.
Hodges may be deemed to be a promoter of the Company.  No other
persons are known to management that would be deemed to be
promoters.

Item 12.   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND
REPORTS ON FORM 8-K.

Item 1.		Index to Exhibits.

Exhibit 1.*	Articles of Incorporation.

Exhibit 2.*	Amendment to Articles of Incorporation.

Exhibit 3.*	Bylaws.

Exhibit 23.1**	Consent of Accountants

Exhibit 27*	Financial Data Schedule
______
*   Previously filed.
** To be filed by Amendment.



Financial Statements and Financial Statement Schedules.

(a) Independent Auditor's Report

(b) Balance Sheets
      December 31, 1999 and 1998

(c) Statements of Operations for the
      For the Years Ended December 31, 1999 and 1998

(d) Statement of Stockholders' Equity
      Since Inception to December 31, 1999

(e) Statements of Cash Flows for the
      For the Years Ended December 31, 1999 and 1998

(f) Notes to Financial Statements

Reports on Form 8-K.

During 1999 through the date of this report, there were no
8-K reports filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Casterbridge Management, Inc.
DATE: May 2, 2000
Daniel L. Hodges, President and Director
On behalf of the Board of Directors.

Pursuant to the requirements of the Securities Exchange Act
of 1934, 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: May 2, 2000 By:

      /s/
Daniel L. Hodges, President, Secretary and Sole Director
CASTERBRIDGE MANAGEMENT, INC.






PART F/S
FINANCIAL STATEMENTS


The consolidated financial statements of the Company
required to be included in Part F/S are set forth below.


CASTERBRIDGE MANAGEMENT, INC.


(A Development Stage Company)




INDEPENDENT AUDITOR'S REPORT

DECEMBER 31, 1999 AND 1998





CONTENTS

                                            Page


Independent Auditor's Report. . . . . . . . F - 1

Balance Sheets
  December 31, 1999 and 1998. . . . . . . . F - 2

Statements of Operations for the
  Years Ended December 31, 1999 and 1998. . F - 3

Statement of Stockholders' Equity for the
  Years Ended December 31, 1999 and 1998. . F - 4

Statements of Cash Flows for the
  Years Ended December 31, 1999 and 1998. . F - 5

Notes to Financial Statements . . . . . . . F - 6


ROBISON, HILL & CO., A PROFESSIONAL CORPORATION,
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

Casterbridge Management, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of
Casterbridge Management, 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 two years ended December 31,
1999.  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.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are
free 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 Casterbridge Management, Inc. (a
development stage company) as of December 31, 1999, and
1998, and the results of its operations and its cash
flows for the two years ended December 31, 1999 in
conformity with generally accepted accounting
principles.

Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
January 4, 2000
F-1



</TABLE>
<TABLE>
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
BALANCE SHEETS

<CAPTION>
                                          December 31
                                      1999           1998
<S>                                    <C>            <C>
Assets                                $  -           $  -

Liabilities
 Accounts Payable                    $   -          $ 200

Shareholders' Equity
 Common Stock, Par Value $.001
  Authorized 100,000,000 shares
  Issued 1,000,000 shares as of
  December 31, 1999 and 1998         1,000          1,000
 Paid-In Capital                       335              -
 Retained Deficit                   (1,200)        (1,200)
 Deficit Accumulated During the
  Development State                   (135)             -

  Total Stockholders' Equity                         (200)

 Total Liabilities and
   Shareholders' Equity               $  -           $  -
</TABLE>

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

F-2


<TABLE>

CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<CAPTION>
                                             Cumulative
                                                since
                      For the year ended    inception of
                          December 31        development
                       1999       1998         stage

<S>                     <C>        <C>          <C>

Revenues              $   -      $   -        $   -

Expenses                135        100          135

  Net Loss            $(135)     $(100)       $(135)

Basic & Diluted loss per share
                      $   -      $   -
</TABLE>

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

F-3


<TABLE>
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EOUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<CAPTION>
                                                  Deficit
                                                 Accumulated
                                                  During
           Common Stock      Paid-In  Retained  Development
         Shares   Par Value   Capital  Deficit     Stage
<S>           <C>      <C>        <C>       <C>         <C>

Balance at November 6, 1995
(Inception)       -     $  -       $  -       $  -          $  -

February 20, 1996 Issuance of Stock for
Services and payment
 Of Accounts payable
              1,000    1,000          -          -             -
Net Loss          -        -          -     (1,000)            -

Balance at December 31, 1996
              1,000    1,000          -     (1,000)            -
Net Loss          -        -          -       (100)            -

Balance at December 31, 1997
As originally reported
              1,000    1,000          -     (1,100)            -

Retroactive adjustment for 1,000
 to 1 stock split October 20, 1999
            999,999        -          -          -             -

Restated balance January 1, 1998
          1,000,000    1,000          -     (1,100)            -
Net Loss          -        -          -       (100)            -

Balance at December 31, 1998
          1,000,000    1,000          -     (1,200)            -

Capital Contributed by Shareholder  335          -             -
Net Loss          -        -          -          -          (135)

Balance at December 31, 1999
          1,000,000    1,000        335     (1,200)         (135)
</TABLE>
The accompanying notes are an integral part of these
financial statements.

F-4


<TABLE>
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<CAPTION>
                                                 Cumulative
                                                    since
                           For the year ended  inception of
                                 December 31     development
                              1999       1998        stage

<S>                            <C>        <C>         <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss                     $(135)     $(100)      $(135)
Increase (Decrease) in
 Accounts Payable             (200)       100        (200)
Net Cash Used in
 Operating activities         (335)         -        (335)

CASH FLOWS FROM
INVESTING ACTIVITIES:
Net Cash provided by
 Investing activities            -          -           -

CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
 By shareholder                335          -         335
Net Cash provided by
 Financing activities          335          -         335

Net (Decrease) in
 Cash and Cash Equivalents       -          -           -
Cash and Cash Equivalents
 At Beginning of Period          -          -           -
Cash and Cash Equivalents
 At End of Period            $   -      $   -       $   -

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
 Interest                    $   -      $   -       $   -
 Franchise and income taxes  $ 285      $   -       $ 285

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AN
FINANCING ACTIVIITES:  None
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-5


CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 1- ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

This summary of accounting policies for Casterbridge
Management, Inc. is presented to assist in
understanding the Company's financial statements.  The
accounting policies conform to generally accepted
accounting principles and have been consistently
applied in the preparation of the financial statements.

Organization and Basis of Presentation

The Company was incorporated under the laws of the
State of Nevada on November 6, 1995.  The Company
ceased all operating activities during the period from
November 6, 1995 to October 20, 1999 and was considered
dormant.  Since October 20, 1999, the Company is in the
development stage, and has not commenced planned
principal operations.

Nature of Business

The company has no products or services as of December
31, 1999.  The Company was organized as a vehicle to
seek merger or acquisition candidates.  The Company
intends to acquire interests in various business
opportunities, which in the opinion of management will
provide a profit to the Company

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 to the extent the funds are not being
held for investment purposes.

Pervasiveness of Estimates

The preparation of financial statements in conformity
with generally accepted accounting principles required
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.

F-6

Loss per Share

	The reconciliation of the numerators and
denominators of the basic loss per share computations
are as follows:
<TABLE>
<CAPTION>
                                            Per-Share
                   Income        Shares       Amount
                 (Numerator)   (Denominator)
          For the year ended December 31, 1999:
<S>				 <C>        <C>           <C>
Basic Loss per Share
Loss to common shareholders
				$ (135)    1,000,000     $ -

          For the year ended December 31, 1998:
Basic Loss per Share
Loss to common shareholders
				$ (100)    1,000,000     $ -
</TABLE>
	The effect of outstanding common stock equivalents
would be anti-dilutive for December 31, 1999 and 1998
and are thus not considered.

NOTE 2 - INCOME TAXES

As of December 31, 1999, the Company had a net
operating loss carryforward for income tax reporting
purposes of approximately $1,000 that may be offset
against future taxable income through 2011.  Current
tax laws limit the amount of loss available to be
offset against future income when a substantial change
in ownership occurs.  Therefore, the amount available
to offset future taxable income will be limited.  No
tax benefit has been reported in the financial
statements, because the Company believes there is a 50%
or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of
the same amount.

F-7

NOTE 3 - DEVELOPMENT STAGE COMPANY

The Company has not begun principal operations and as
is common with a development stage company, the Company
has had recurring losses during its development stage.

NOTE 4 - COMMITMENTS

As of December 31, 1999 all activities of the Company
have been conducted by corporate officers from either
their homes or business offices.  Currently, there are
no outstanding debts owed by the Company for the use of
these facilities and there are no commitments for
future use of the facilitates.

NOTE 5 - STOCK SPLIT

On October 20, 1999 the Board of Directors authorized
1,000 to 1 stock split, changed the authorized number
of shares to 100,000,000 shares and the par value to
$.001 for the Company's common stock.  As a result of
the split, 999,000 shares were issued.  All references
in the accompanying financial statements to the number
of common shares and per-share amounts for 1999 and
1998 have been restated to reflect the stock split.

F-8