<PAGE>
                       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 (FEE REQUIRED)
     For the fiscal year ended December 31st, 1999
                               -------------------

( )  TRANSITION REPORT  PERSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the transition period from               to

     Commission  File  Number:   000-28427
                                 ---------



                                 OLD NIGHT, INC.
                               -------------------
               (Exact name of Registrant as specified in charter)

          NEVADA                                          87-0621120
(State or other jurisdiction of incorporation)    (I.R.S.  EMPLOYER  ID  NO.)

4700 S 900 E  SUITE 41B,  SALT  LAKE  CITY  UT                     84117
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                      (ZIP  CODE)

                                 (801) 265-0357
                         (REGISTRANT'S TELEPHONE NUMBER)

     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE

   SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: 496,400

Title  of  each  class             Name of exchange on which registered
None                               None
----                               ----
To  be  so  registered
Common stock:  $0.001  Par  value
---------------------------------

Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

          (1) Yes [ ]  No [x]            (2) Yes [x]  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 the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:     $0.00
                                                             -----

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  the aggregate market value shall be computed by reference to
the price at which the stock was sold,  or the average bid and asked  process of
such stock, as of the specified date within the past 60 days.

     At December 31, 1999,  the aggregate  market value of the voting stock held
by non-affiliates is undeterminable and is considered to be 0.00

    (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     As of December 31,  1999,  the  registrant  had 496,400  shares  issued and
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
part of the Form 10-KSB (eg.,  part I, part II, etc.) into which the document is
incorporated;  (1) Any annual report to security holders; (2) any proxy or other
information statement;  and (3) Any prospectus filed persuant to rule 424 (b) 0r
(c) under the Securities Act of 1933:

None
----
<PAGE>
                        ITEM 1. DESCRIPTION OF BUSINESS
                        --------------------------------

     Old Night,  Inc.,  f/k/a  "Avery,  Armstrong  and  Assoc.,  Architects  and
Engineers,  Inc.",  (hereinafter "The Company") was incorporated on November 26,
1980, pursuant to the Nevada Business  Corporation Act. Its original Articles of
Incorporation  provided  for  authorized  capital of two  thousand  five hundred
(2,500)  shares of common  stock with no par  value.  On August  20,  1998,  the
shareholders   of  the  Company   approved  an  amendment  to  the  Articles  of
Incorporation   changing  the   authorized   capital  to  one  hundred   million
(100,000,000)  shares  of common  stock  with a par value of $0.001 (1 mill) per
share.

     The  amended  Articles  were filed with the State of Nevada on  December 2,
1998.The  Company was formed with the stated  purpose of  conducting  any lawful
business activity. However, the contemplated purpose was to engage in investment
and business development operations related to mineral research and exploration.
The Company's  attempts to enter this field were not successful and all attempts
to engage in business ended before 1983, and the Company became dormant.

     The Company  never  engaged in an active trade or business  throughout  the
period from inception  through 1998. On or about  September  1998, the directors
determined that the Company should become active and reinstated the Company with
the State of  Nevada,  and began  seeking  potential  operating  businesses  and
business opportunities with the intent to acquire or merge with such businesses.

     The Company is  considered  a  development  stage  company  and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate  a merger  or  acquisition  with a  private  entity.  Because  of the
Company's  current status having no assets and no recent operating  history,  in
the event the  Company  does  successfully  acquire or merge  with an  operating
business opportunity,  it is likely that the Company's present shareholders will
experience  substantial  dilution and there will be a probable change in control
of the Company.

     The  Company's  principal  executive  offices are located at 4700 South 900
East S41B, Salt Lake City, Utah, 84117.

                       ITEM 2. DESCRIPTION OF PROPERTIES
                       ---------------------------------

     The  information  required  by this Item 2 is not  applicable  to this Form
10-KSB due to the fact that the  Company  does not own or control  any  material
property.
<PAGE>
                           ITEM 3. LEGAL PROCEEDINGS
                           -------------------------

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

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
         -------------------------------------------------------------

     No matters  were  submitted  to a vote of the  shareholders  of the Company
during the fiscal year ended December 31, 1999.

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

     During  the past  three  years  there has not been an  established  trading
market for the company's common capital stock. Since its inception,  the Company
has not paid any  dividends  on its  common  or  preferred  stock,  and does not
anticipate that it will pay dividends in the forseeable  future. At December 31,
1999, the Company had 32 shareholders.

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

Overview
--------

     The Company is  considered a  development  stage  company with no assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation  and filing of this  registration  statement and
other  operations of the Company have been paid for by a shareholder and officer
of the Company,  specifically Jon Heidelberger  ,the President and a Director of
the  Company.  It is  anticipated  that the Company  will  require  only nominal
capital to maintain the corporate  viability of the Company and necessary  funds
will most likely be  provided  by the  Company's  existing  shareholders  or its
officers and directors in the immediate future.  However,  unless the Company is
able to facilitate an acquisition of or merger with an operating  business or is
able to obtain significant  outside financing,  there is substantial doubt about
its ability to continue as a viable corporation.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

<PAGE>

Plan  of  Operation
-------------------

     During  the  next  twelve  months,  the  Company will actively seek out and
investigate  possible business opportunities with the intent to acquire or merge
with  one  or more business ventures.  In its search for business opportunities,
management  will  follow  the  procedures outlined in Item I above.  Because the
Company  lacks  funds,  it  may  be  necessary for the officers and directors to
either  advance  funds to the Company or to accrue expenses until such time as a
successful  business  consolidation  can  be  made.  Management  intends to hold
expenses  to  a  minimum  and  to  obtain  services  on a contingency basis when
possible.  Further,  the  Company's  directors will defer any compensation until
such  time  as  an  acquisition or merger can be accomplished and will strive to
have  the  business  opportunity  provide  their  remuneration.  However, if the
Company  engages  outside  advisors  or  consultants  in its search for business
opportunities,  it  may  be  necessary  for  the  Company  to  attempt  to raise
additional  funds.

     As of the  date  hereof,  the  Company  has not made  any  arrangements  or
definitive  agreements to use outside  advisors or  consultants  or to raise any
capital.  In the event the Company  does need to raise  capital  most likely the
only  method  available  to  the  Company  would  be  the  private  sale  of its
securities. Because of the nature of the Company as a development stage company,
it is  unlikely  that it could make a public  sale of  securities  or be able to
borrow any significant  sum, from either a commercial or private  lender.  There
can be no assurance that the Company will be able to obtain  additional  funding
when and if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.

     The  Company  does not  intend  to use any  employees,  with  the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is confident  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

<PAGE>

Liquidity and Capital  Resources
--------------------------------

     As of December 31, 1999 the Company had no assets and no liabilities.

Results of Operations
---------------------

     As of December  31, 1999 the  Company's  only  activity  has  involved  the
continued investigation of potential business opportunities.


                          ITEM 7. FINANCIAL STATEMENTS
                          ----------------------------

     The  financial  statements  of  the  Company  are  included  following  the
signature page to this form 10-KSB


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

     None


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

     Each Director of the Company serves for a term of one year and until his or
her successor is elected at the Company's  annual  shareholder's  meeting and is
qualified, subject to removal by the Company's shareholders.

     Each officer serves, at the pleasure of the Board of Directors,  for a term
of one year and until his or her  successor is elected at the annual  meeting of
the Board of Directors and is qualified.

     The following  table sets forth as of December 31, 1999, the name, age, and
position of each  executive  officer and director and the term of office of each
director of the Company:


Name:                  Age:  Position:           Director and/or Officer since:
----                   ---   --------            -----------------------------

Jon Heidelberger       48    President/Director  April 18, 1998
Lorretta Heidelberger  47    Sec/Treas./Director April 18, 1998

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


Jon Heidelberger
----------------

     Mr.  Heidelberger's  business expertise and experience comes primarily from
his successful  venture in small  business,  particularly  in the Food industry.
Following the sale of his company in or about 1986, Mr.  Heidelberger joined the
Chrysler  Corporation  in  corporate  sales.  He holds a  bachelor's  degree  in
Business from Saint Joseph's University.


Loretta Heidelberger
--------------------

     Ms. Heidelberger's business experience comes from working with her husband,
Jon, in the food retail  industry.  In or about 1986,  she joined the staff at a
major  medical  /  health  maintenance  corporation  in Slat  Lake  city,  Utah,
processing proprietary corporate financial data. She holds a Bachelors degree in
Science from Weschester University.

<PAGE>

     Except as indicated below, to the knowledge of management,  during the past
five years, no present or former director, executive officer or person nominated
to become a director or an executive officer of the Company:

     (1)  filed a  petition  under  the  federal  bankruptcy  laws or any  state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed by
a court for the business or property of such person, or any partnership in which
he or she was a general  partner at or within two years  before the time of such
filing;

     (2) was  convicted in a criminal  proceeding  or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offences);

     (3) was the subject of any order,  judgement  or decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him  from or  otherwise  limiting,  the
following activities:

     (i) acting as a futures commission merchant,  introducing broker, commodity
trading advisor,  commodity pool operator,  floor broker,  leverage  transaction
merchant, associated person of ay of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment  company, or engaging in or continuing any conduct
or practice in connection with such activity;

     (ii) engaging in any type of business practice; or

     (iii)  engaging in any activity in connection  with the purchase or sale of
any  security or  commodity or in  connection  with any  violation of federal or
state securities or federal commodities laws;

     (4) was the subject of any order,  judgement,  or decree,  not subsequently
reversed,  suspended,  or vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

     (5) was found by a court of competent  jurisdiction in a civil action or by
the  Securities  and Exchange  Commission  to have violated any federal or state
securities  law,  and the  judgement  in such  civil  action or  finding  by the
Securities and Exchange Commission has not been subsequently reversed, suspended
or vacated;

     (6) was found by a court of competent  jurisdiction in a civil action or by
the Commodity  Futures Trading  Commission to have violated any federal or state
securities  law,  and the  judgement  in such  civil  action or  finding  by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended or vacated.

 <PAGE>
              Compliance with Section 16(a) of the Exchange Act
               -------------------------------------------------

     Since the Company ceased operations, the Company knows of no person, who at
any time during the subsequent fiscal years, was a director, officer, beneficial
owner  of more  than  ten  percent  of any  class of  equity  securities  of the
registrant registered persuant to Section 12 ("Reporting  Person"),  that failed
to file on a timely  basis any  reports  required  to be  furnished  pursuant to
Section 16(a).  Based upon a review of Forms 3 and 4 furnished to the registrant
under Rule 16(a)-3(d)  during its most recent fiscal year,  other than disclosed
below,  the  registrant  knows of no  Reporting  Person  that failed to file the
required reports during the most recent fiscal year or prior years.

     The  following  table  sets forth as of  December  31,  1999,  the name and
position of each  Reporting  Person  that  failed to file on a timely  basis any
reports required pursuant to Section 16(a) during the most recent fiscal year or
prior years:

Name:                    Position:                Report to be Filed:
----                     --------                 ------------------

None

                        ITEM 10. EXECUTIVE COMPENSATION
                        --------------------------------

Cash Compensation
-----------------

     There was no cash compensation paid to any director or executive officer of
the Company during the fiscal year ended December 31, 1999.

Bonuses and Deferred Compensation
---------------------------------

     None

Compensation Pursuant to Plans
------------------------------

     None

Pension Table
-------------

     None

Other Compensation
------------------

     None

Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------

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

<PAGE>

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

     The  following  table  sets forth as of  December  31,  1999,  the name and
address and the number of shares of the Company's Common Stock held of record or
beneficially  by each person who held of record,  or was known by the Company to
own  beneficially,  more than 5% of the  issued  and  outstanding  shares of the
Company's Common Stock,  and the name and  shareholdings of each director and of
all officers and directors as a group.

Name of Person or Group:  Nature of Ownership:  Number of Shares Owned:  Percent
-----------------------   -------------------   ----------------------   -------

N. James Marin            Shares                40,000                   8%
3600 Harstrand Gulch
Etna, CA 96027

Tim Neal                  Shares                40,000                   8%
P.O. Box 545
Novato, CA 94948


            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            -------------------------------------------------------

Transactions with Management and Others
---------------------------------------

     There were no  material  transactions,  or series of similar  transactions,
since the beginning of the Company's last fiscal year, or any currently proposed
transactions,  or series of similar transactions, to which the Company was or is
to be party,  in which the amount  involved  exceeds  $60,000,  and in which any
director  or  executive  officer,  or any  security  holder  who is known by the
Company  to own of  record  or  beneficially  more  than 5% of any  class of the
Company's  common  stock,  or any member of the  immediate  family of any of the
foregoing persons, has an interest.

Indebtedness of Management
--------------------------

     There were no  material  transactions,  or series of similar  transactions,
since the beginning of the Company's last fiscal year, or any currently proposed
transactions,  or series of similar transactions, to which the Company was or is
to be party,  in which the amount  involved  exceeds  $60,000,  and in which any
director  or  executive  officer,  or any  security  holder  who is known by the
Company  to own of  record  or  beneficially  more  than 5% of any  class of the
Company's  common  stock,  or any member of the  immediate  family of any of the
foregoing persons, has an interest.

Transactions with Promoters
---------------------------

     The Company was organized more than five years ago; therefore  transactions
between the Company and its  promoters  or  founders  are not  considered  to be
material.

<PAGE>

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

(a) (1) Financial Statements
----------------------------

The following financial statements are included in this report:

Title of Document:
-----------------

Report of Andersen Andersen and Strong

Balance Sheet as December 31, 1999



(a) (2) Financial Statement Schedules
-------------------------------------

     None.

(a) (3) Exhibits
---------------

     None.
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this report has been signed below by following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

                                   OLD NIGHT, INC
                                   --------------

Date: 23 March, 2000               By:  /s/ Jon Heidelberger
                                   --------------------
                                   JON HEIDELBERGER, PRESIDENT AND DIRECTOR


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

OLD  NIGHT,  INC.

                      FINANCIAL  STATEMENTS  AND  REPORT

                OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

       OCTOBER  31,  1998,  DECEMBER  31,  1997,  AND  DECEMBER  31,  1996





Board  of  Directors
Old  Night,  Inc.
Salt  Lake  City,  Utah

       REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

     We have  audited  the  accompanying  balance  sheets of Old Night,  Inc. (a
development stage company) at December 31, 1998, and December 31, 1997, and the
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended December 31, 1998,  1997, and 1996, and the period November 26, 1980 (date
of  inception)  to  December  31,  1998.  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 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 Old Night, Inc. at December
31, 1998, and December 31, 1997,  and the results of operations,  and cash flows
for the years ended December 31, 1998,1997, and 1996 and the period November 26,
1980 (date of  inception) to December 31, 1998,  in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  The  Company  has  been  in the
development  stage  since  its  inception and has suffered recurring losses from
operations  and  will  need  additional working capital for any future activity,
which  raises  substantial  doubt  about  its  ability  to  continue  as a going
concern.  Management's plans in regard to these matters are described in Note 4.
These financial statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

/s/ Andersen Andersen and Strong, L.L.C.
----------------------------------------
Andersen Andersen and Strong, L.L.C.
Salt  Lake  City,  Utah
January  05,  2000

<PAGE>
                               OLD  NIGHT,  INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
           September 30, 1999, December 31, 1998 and December 31, 1997


<TABLE>
<CAPTION>

                                                       (unaudited)
                                                       Sept 30,    Dec 31,    Dec 31,
                                                         1999       1998       1997
                                                       ---------  ---------  ---------
ASSETS

CURRENT ASSETS
<S>                                                    <C>        <C>        <C>
Cash                                                   $      -   $      -   $      -
                                                       ---------  ---------  ---------
  Total Current Assets                                 $      -   $      -   $      -
                                                       =========  =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                                       $1,600     $      -   $      -
                                                       ---------  ---------
Total Current Liabilities                               1,600            -          -
                                                       ---------  ---------  ---------

STOCKHOLDERS' EQUITY

Common stock
        100,000,000 shares authorized, at $0.001 par
        value; 496,400 shares issued and outstanding
          on Sept 30, 1999; 487,400 at Dec 31, 1997         496        496        487

Capital in excess of par value                           37,504     37,504     28,513

    Deficit accumulated during the development stage    (39,600)   (38,000)    29,000
                                                       ---------  ---------

Total Stockholders' Equity (deficiency)                   1,600       -           -
                                                       ---------  ---------
                                                       $   -      $   -        $   -
                                                       =========  =========    =========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

<PAGE>
                                OLD  NIGHT, INC.
                          ( A Development Stage Company)
                            STATEMENTS OF OPERATIONS
             For the Nine Months Ended September 30, 1999 and the Years
                Ended December 31, 1998, 1997 and 1996 and the Period
           November 26, 1980 (Date of Inception) to September 30, 1999


<TABLE>
<CAPTION>


                    (unaudited)                                  Nov  26,  1980
                       Sept 30    Dec 31   Dec 31   Dec 31    (Date of Inception) to
                        1999      1998     1997      1996        Sept  30, 1999
                      ---------  -------  -------    ---------   ---------------
<S>                   <C>        <C>      <C>        <C>        <C>
REVENUES              $      -   $     -  $     -    $     -    $     -

EXPENSES               1,600      9,000         -          -     39,600
                      ---------  -------  -------    ---------   ---------------

NET LOSS              $(1,600)   $(9,000)  $    -    $          (39,600)
                      =========  =======  =======    ========    ================

NET LOSS PER COMMON
SHARE

Basic                 $(.003)    $ (0.02)  $    -    $     -
                      ---------  -------  -------    ========



AVERAGE  OUTSTANDING
    SHARES

     Basic             496,400    496,400   487,400  487,400
                      ---------   -------   -------  -------


</TABLE>

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

<PAGE>
                                 OLD NIGHT, INC.
                         ( A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                Period from November 26, 1980 (Date of Inception)
                              to September 30, 1999


<TABLE>
<CAPTION>



                                               COMMON  STOCK     CAPITAL  In
                                              ----------------   EXCESS  OF    ACCUMULATED
                                               SHARES   AMOUNT   PAR VALUE      DEFICIT
                                              -------   -------  ----------  ---------
<S>                                            <C>      <C>      <C>         <C>
Balance November 26,  1980(date of inception)         -  $     -  $        -  $      -

Issuance of common stock for cash              160,000    160       7,840            -
   at $.05 - August  24, 1983

Issuance of common stock for cash              140,000    140       6,860            -
at $.05 - September 8, 1983

Issuance of common stock for cash
    at $.05 - October 17, 1983                 133,600    133       9,867            -

Issuance of common stock for cash
    at $.0743  - November 1, 1983               53,800     54       3,946            -


Net operating loss for the year ended
   December 31, 1983                                 -      -           -       (29,000)
                                               -------      ---     ------      -------
BALANCE DECEMBER 31, 1997                      487,400      487      28,513     (29,000)

Issuance of common stock for cash
    at $1.00 - August 25, 1998                   9,000        9       8,991         -

Net operating loss for the year ended
    December 31, 1998                               -       -           -         (9,000)
                                               -------  -------  ---------      ---------
BALANCE DECEMBER 31, 1998                      496,400  $   496  $   37,504     $(38,000)
                                               -------  -------  ---------      ---------
Net operating loss for the nine months              -       -           -         (1,600)
ended September 30, 1999                       -------  -------  ---------      ---------

BALANCE SEPTEMBER 30, 1999                     496,400  $   496  $   37,504     $(39,600)
                                               =======  =======  ==========     =========

</TABLE>

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

<PAGE>
                                 OLD NIGHT, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

  For the Nine Months ended September 30, 1999 and the Years Ended December 31,
 1998, 1997, and 1996 and the Period from November 26, 1980 (date of inception)
                             to September 30, 1999


<TABLE>
<CAPTION>


                                                                                   NOV  26,  1980
                                          SEP 30    DEC 31    DEC 31   DEC 31     (Date of Inception))
                                            1999      1998      1997     1996        to SEP 30, 1999
                                         --------- ---------   -------  -------    --------------------
CASH FLOWS FROM
OPERATING ACTIVITIES
<S>                                      <C>       <C>         <C>      <C>        <C>
Net loss                                 $(1,600)  $(9,000)    $     -  $     -    $(39,600)

Adjustments to reconcile net loss to
net cash provided by operating
activities                               -         -           -        -          -
Changes in Accounts Payable                1,600   -           -        -          -

Net Cash From Operations                    -        (9,000)   -        -           (38,000)                (38,000)
                                         --------- ---------   -------  -------    --------------------

CASH FLOWS FROM INVESTING
ACTIVITIES                                 -       -           -        -          -
                                         --------- ---------   -------  -------    --------------------

CASH FLOWS FROM FINANCING
ACTIVITIES

  Proceeds from issuance of common stock
                                         -         9,000       -        -           38,000
                                         --------- ---------   -------  -------    --------------------

Net Increase (Decrease) in Cash          -         -           -        -          -

Cash at Beginning of Period              -         -           -        -          -
                                         --------- ---------   -------  -------    --------------------

Cash at End of Period                    $-        $-          $-       $-         $-                 -
                                         ========= =========   =======  =======    ====================


</TABLE>


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

<PAGE>
                                 OLD NIGHT, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



1.     ORGANIZATION

     The  Company  was  incorporated  under  the laws of the  State of Nevada on
November 26, 1980 with authorized common stock of 2,500 shares with no par value
under the name of Avery, Armstrong and Associates, Architects Engineers.

     On August 20, 1998 the name of the  Company was changed to Old Night,  Inc,
and the authorized  capital stock was increased to 100,000,000 shares with a par
value of $0.001.

     On August 20, 1998 the Company  completed a forward  common  stock split of
200 shares for each  outstanding  share.  This report has been prepared  showing
after stock split shares with a par value of $.001 from inception.

     The  Company  is in the  development  stage  and has  been  engaged  in the
activity of seeking developmental mining properties and was inactive after 1983.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

     The Company  recognizes  income and expenses based on the accrual method of
accounting.

Dividend  Policy
----------------

     The Company has not yet adopted a policy regarding payment of dividends.

Income  Taxes
-------------

     At September 30, 1999,  the Company had a net operating  loss carry forward
of $39,600. The tax benefit from the loss carry forward has been fully offset by
a valuation  reserve because the use of the future tax benefit is undeterminable
since the Company has no operations. The net operating loss will expire in 2020.

Earnings  (Loss)  Per  Share
----------------------------

     Earnings  (loss)  per share  amounts  are  computed  based on the  weighted
average number of shares actually outstanding, after the stock split.

Financial  Instruments
----------------------

     The carrying amounts of financial  instruments are considered by management
to be their estimated fair values.


<PAGE>
------

                               OLD NIGHT,  INC.
                          ( A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Estimates  and  Assumptions
---------------------------

     Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

3.  RELATED  PARTY  TRANSACTIONS

     The statement of changes in  stockholder's  equity shows 496,400  shares of
common  stock  outstanding  of which  363,200  shares  were  acquired by related
parties.

4.  GOING  CONCERN

     Continuation  of the Company as a going concern is dependent upon obtaining
sufficient  working  capital and the  management  of the Company has developed a
strategy,  which it believes  will  accomplish  this  objective  through  equity
funding,  and long term  financing,  which will enable the Company to operate in
the coming year.

     There  can be no  assurance  that the  Company  can be  successful  in this
effort.

ITEM 2. PLAN OF OPERATIONS
--------------------------

     The Company's  management  intends to acquire interests in various business
opportunities which, in the opinion of management,  will provide a profit to the
Company but does not have the working capital to be successful in this effort.

     Continuation  of the Company as a going concern is dependent upon obtaining
the working  capital for its planned  activity and the management of the Company
has  developed a  strategy,  which they  believe  can obtain the needed  working
capital through  additional  equity funding and long term debt which will enable
the Company to pursue its objective.

Liquidity and Capital Resources
-------------------------------

     The Company  will need  additional  working  capital to finance its planned
activity.

Results of Operations
---------------------

     The Company ha had no operations during this reporting period.

<PAGE>

PART 2 - SIGNATURES
-------------------

     Pursuant to the  requirements  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.

                              OLD  NIGHT,  INC.
                              (REGISTRANT)

                              /s/   Jon  Heidelberger
                          BY:  -------------------------
                               PRESIDENT  AND  DIRECTOR

DATED:  06TH  DAY  OF  DECEMBER,  1999

     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 indicated on the 6th day of December, 1999,

/s/   Jon  Heidelberger
----------------------------------------
JON HEIDELBERGER: President and Director


/s/  Lorretta Heidelberger
----------------------------------------
LORETTA HEIDELBERGER: Director,  Secretary  and  Chief  Financial  Officer