SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

             [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

        [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended: December 31, 1999

                      Commission file number 000-27955

                             COPSIL CORPORATION
           (Exact name of registrant as specified in its charter)

Nevada                                                 88-0434501
(State or other jurisdiction of                        (I.R.S. Employer
incorporation  or  organization)                       Identification No.)

1608 St. Gregory Street
Las Vegas, NV                                          89117
(Address of principal executive offices)               (zip code)

                Issuer's Telephone Number:    (702) 866-5834

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

       Securities registered under Section 12(g) of the Exchange Act:
                        Common Stock, $.001 par value
                              (Title if Class)

     Indicate by check mark whether the registrant (a) 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.  Yes               No     X

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K  is not contained  herein,  and  will  not  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-K or any amendment to this Form 10-K.  [     ]

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
December   31,  1999,  was  10,000,000  shares,  held  by  approximately   23
stockholders.

<PAGE>

PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     Copsil Corporation was incorporated in the state of Nevada on April  19,
1994.  Copsil  Corporation  perfected  a  method  of  replacing  chlorine  by
electronically  liberating  copper  and  silver  to  provide   a   safe   and
environmentally  friendly  way of controlling algae  growth  and  eliminating
bacteria.  However, this venture was found to be cost prohibitive and  Copsil
Corporation ceased such activities. Copsil Corporation did not engage in  any
further   commercial  operations.  Copsil  does  not  have  active   business
operations.

     We  registered  our common stock on a Form 10-SB registration  statement
filed  pursuant  to the Securities Exchange Act of 1934 (the "Exchange  Act")
and  Rule  12(g) thereof.  We intend to file with the Securities and Exchange
Commission  periodic and episodic reports under Rule 13(a)  of  the  Exchange
Act, including quarterly reports on Form 10-QSB and annual reports on Form 10-
KSB.   As  a  reporting  company  under the Exchange  Act,  we  may  register
additional  securities on Form S-8 (provided that we are in  compliance  with
the  reporting  requirements of the Exchange Act) and on Form  S-3  (provided
that  we  have  during  the prior 12 month period timely  filed  all  reports
required  under  the Exchange Act), and our class of common stock  registered
under  the Exchange Act may be traded in the United States securities markets
provided  that  we  are then in compliance with applicable  laws,  rules  and
regulations, including compliance with our reporting requirements  under  the
Exchange Act.

     We  will attempt to locate and negotiate with a business entity for  the
merger  of  that target business into the Company.  In certain  instances,  a
target business may wish to become a subsidiary of the Company or may wish to
contribute  assets  to the Company rather than merge.  No assurances  can  be
given  that we will be successful in locating or negotiating with any  target
business.

     Management  believes  that  there are  perceived  benefits  to  being  a
reporting  company  with a class of publicly-traded  securities.   These  are
commonly  thought to include (1) the ability to use registered securities  to
make  acquisition  of assets or businesses; (2) increased visibility  in  the
financial  community;  (3)  the  facilitation  of  borrowing  from  financial
institutions;   (4)  improved trading efficiency; (5) stockholder  liquidity;
(6)  greater  ease in subsequently raising capital; (7) compensation  of  key
employees  through options stock; (8) enhanced corporate  image;  and  (9)  a
presence in the United States capital market.

     A  business  entity,  if  any, which may be  interested  in  a  business
combination with us may include (1) a company for which a primary purpose  of
becoming public is the use of its securities for the acquisition of assets or
businesses;  (2)  a  company which is unable to find an  underwriter  of  its
securities  or  is  unable  to find an underwriter  of  securities  on  terms
acceptable  to  it;  (3) a company which wishes to become  public  with  less
dilution  of its common stock than would occur normally upon an underwriting;
(4)  a  company  which  believes that it will be able  to  obtain  investment
capital  on  more favorable terms after it has become public; (5)  a  foreign
company  which  may  wish an initial entry into the United States  securities
market;  (6) a special situation company, such as a company seeking a  public
market  to  satisfy redemption requirements under a qualified Employee  Stock
Option  Plan;  or  (7) a company seeking one or more of the  other  perceived
benefits of becoming a public company.

<PAGE>

     Management  is  actively  engaged in seeking a qualified  company  as  a
candidate  for  a business combination.  We are authorized to  enter  into  a
definitive agreement with a wide variety of businesses without limitation  as
to  their  industry or revenues.  It is not possible at this time to  predict
with which company, if any, we will enter into a definitive agreement or what
will  be the industry, operating history, revenues, future prospects or other
characteristics of that company.

     We  may  seek  a business opportunity with entities which have  recently
commenced  operations,  or which wish to utilize the  public  marketplace  in
order  to  raise additional capital in order to expand into new  products  or
markets,  to  develop  a  new  product or service,  or  for  other  corporate
purposes.   We may acquire assets and establish wholly-owned subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

     Our  management,  which  in all likelihood will not  be  experienced  in
matters relating to the business of a target business, will rely upon its own
efforts  in  accomplishing  our business purposes.   Outside  consultants  or
advisors  may be utilized by us to assist in the search for qualified  target
companies.  If we do retain such an outside consultant or advisor,  any  cash
fee earned by such person will need to be assumed by the target business,  as
we have limited cash assets with which to pay such obligation.

     The  analysis  of new business opportunities will be undertaken  by,  or
under the supervision of, our officer and director, who is not a professional
business   analyst.    In   analyzing  prospective  business   opportunities,
management  may  consider such matters as the available technical,  financial
and  managerial resources; working capital and other financial  requirements;
history  of  operations, if any; prospects for the future; nature of  present
and  expected competition; the quality and experience of management  services
which  may  be available and the depth of that management; the potential  for
further research, development, or exploration; specific risk factors not  now
foreseeable  but  which  then  may  be anticipated  to  impact  our  proposed
activities; the potential for growth or expansion; the potential for  profit;
the  perceived  public  recognition or acceptance of products,  services,  or
trades; name identification; and other relevant factors.

     Management  does  not  have  the capacity to  conduct  as  extensive  an
investigation  of  a  target business as might be  undertaken  by  a  venture
capital  fund or similar institution.  As a result, management may  elect  to
merge  with a target business which has one or more undiscovered shortcomings
and may, if given the choice to select among target businesses, fail to enter
into an agreement with the most investment-worthy target business.

     Following  a  business combination we may benefit from the  services  of
others  in  regard to accounting, legal services, underwritings and corporate
public  relations.   If  requested  by  a  target  business,  management  may
recommend  one or more underwriters, financial advisors, accountants,  public
relations firms or other consultants to provide such services.

     A  potential target business may have an agreement with a consultant  or
advisor  providing  that services of the consultant or advisor  be  continued
after  any  business  combination.  Additionally, a target  business  may  be

<PAGE>

presented  to  us only on the condition that the services of a consultant  or
advisor  be  continued  after  a  merger or  acquisition.   Such  preexisting
agreements  of  target businesses for the continuation  of  the  services  of
attorneys,  accountants, advisors or consultants could be  a  factor  in  the
selection of a target business.

     In  implementing  a structure for a particular business acquisition,  we
may become a party to a merger, consolidation, reorganization, joint venture,
or  licensing  agreement with another corporation or  entity.   We  may  also
acquire  stock or assets of an existing business.  On the consummation  of  a
transaction,  it is likely that our present management and stockholders  will
no  longer be in our control.  In addition, it is likely that the our officer
and  director  will,  as  part of the terms of the  acquisition  transaction,
resign and be replaced by one or more new officers and directors.

     It  is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal  and  state securities laws.  In some circumstances,  however,  as  a
negotiated element of its transaction, we may agree to register all or a part
of  such  securities immediately after the transaction is consummated  or  at
specified times thereafter.  If such registration occurs, of which there  can
be  no assurance, it will be undertaken by the surviving entity after we have
entered  into  an agreement for a business combination or have consummated  a
business  combination and we are no longer considered a blank check  company.
The  issuance  of  additional securities and their potential  sale  into  any
trading  market  which may develop in our securities may depress  the  market
value  of  our securities in the future if such a market develops,  of  which
there is no assurance.

     While  the  terms of a business transaction to which we may be  a  party
cannot  be  predicted,  it  is  expected that the  parties  to  the  business
transaction will desire to avoid the creation of a taxable event and  thereby
structure the acquisition in a tax-free reorganization under Sections 351  or
368 of the Internal Revenue Code of 1986, as amended.

     With  respect  to any merger or acquisition negotiations with  a  target
business, management expects to focus on the percentage of the Company  which
target   business   stockholders  would  acquire  in   exchange   for   their
shareholdings  in the target business.  Depending upon, among  other  things,
the  target business's assets and liabilities, our stockholders will  in  all
likelihood hold a substantially lesser percentage ownership interest  in  the
Company  following  any  merger or acquisition.  Any  merger  or  acquisition
effected by us can be expected to have a significant dilutive effect  on  the
percentage of shares held by our stockholders at such time.

     No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to  the  nature
of the target business.

     As  of  the  date  hereof, management has not made  any  final  decision
concerning or entered into any written agreements for a business combination.
When  any  such agreement is reached or other material fact occurs,  we  will
file  notice  of  such  agreement or fact with the  Securities  and  Exchange
Commission  on  Form 8-K.  Persons reading this Form 10-KSB  are  advised  to
determine if we have subsequently filed a Form 8-K.

<PAGE>

     We  anticipate that the selection of a business opportunity in which  to
participate  will  be  complex and without certainty of  success.  Management
believes  (but  has  not conducted any research to confirm)  that  there  are
numerous  firms  seeking  the perceived benefits  of  a  publicly  registered
corporation.   Such perceived benefits may include facilitating or  improving
the  terms  on  which  additional equity financing may be  sought,  providing
liquidity  for incentive stock options or similar benefits to key  employees,
increasing the opportunity to use securities for acquisitions, and  providing
liquidity for stockholders and other factors.  Business opportunities may  be
available  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.

     Computer  Systems  Redesigned  For Year 2000.   Many  existing  computer
programs use only two digits to identify a year in such program's date field.
These  programs  were  designed and developed without  consideration  of  the
impact of the change in the century for which four digits will be required to
accurately  report  the  date.  If not corrected, many computer  applications
could  fail  or create erroneous results following the year 2000 ("Year  2000
Problem").   Many  of  the computer programs containing  such  date  language
problems  have  not been corrected by the companies or governments  operating
such  programs.  It is impossible to predict what computer programs  will  be
effected,  the  impact  any  such  computer disruption  will  have  on  other
industries or commerce or the severity or duration of a computer disruption.

     We  do not have operations and do not maintain computer systems.  Before
we  enter  into any business combination, we may inquire as to the status  of
any  target business's Year 2000 Problem, the steps such target business  has
taken  or intends to take to correct any such problem and the probable impact
on such target business of any computer disruption.  However, there can be no
assurance  that  we  will  not  merge with a  target  business  that  has  an
uncorrected  Year  2000  Problem  or  that  any  planned  Year  2000  Problem
corrections  will be sufficient.  The extent of the Year 2000  Problem  of  a
target  business  may be impossible to ascertain and any impact  on  us  will
likely be impossible to predict.

ITEM 2.   DESCRIPTION OF PROPERTY

     We have no properties and at this time have no agreements to acquire any
properties.   We currently use the offices of management at no  cost  to  us.
Management  has  agreed to continue this arrangement  until  we  complete  an
acquisition or merger.

ITEM 3.   LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against us

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

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

<PAGE>

PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is currently no public market for our securities. We do not intend
to  trade  our  securities  in the secondary market  until  completion  of  a
business  combination or acquisition.  It is anticipated that following  such
occurrence  we  will  cause  our common stock to be  listed  or  admitted  to
quotation  on  the NASD OTC Bulletin Board or, if we then meet the  financial
and  other  requirements  thereof, on the Nasdaq  SmallCap  Market,  National
Market System or regional or national exchange.

     The  proposed  business activities described herein  classify  us  as  a
"blank  check"  company.   The Securities and Exchange  Commission  and  many
states  have  enacted statutes, rules and regulations limiting  the  sale  of
securities  of  blank  check  companies in  their  respective  jurisdictions.
Management  does  not intend to undertake any efforts to cause  a  market  to
develop in our securities until such time as we have successfully implemented
our  business plan described herein.  Accordingly, our stockholder has agreed
that  she will not sell or otherwise transfer her shares of our common  stock
except  in connection with or following completion of a merger or acquisition
and  we  have no longer classified as a blank check company.  The stockholder
has  deposited  such  stockholder's respective  stock  certificate  with  our
management,  who  will  not  release the respective  certificates  except  in
connection with or following the completion of a merger or acquisition.

     There are currently 23 stockholders of our outstanding common stock.

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

     We are currently seeking to engage in a merger with or acquisition of an
unidentified foreign or domestic company which desires to become a  reporting
("public")  company whose securities are qualified for trading in the  United
States  secondary market.  We meet the definition of a "blank check"  company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.  We
have  been  in the developmental stage since inception and have no operations
to date.  Other than issuing shares to our original stockholders, we have not
commenced any operational activities.

     We  will  not  acquire  or merge with any entity  which  cannot  provide
audited  financial statements at or within a reasonable period of time  after
closing  of  the proposed transaction.  We are subject to all  the  reporting
requirements included in the Exchange Act.  Included in these requirements is
our  duty to file audited financial statements as part of our Form 8-K to  be
filed  with  the  Securities and Exchange Commission upon consummation  of  a
merger  or acquisition, as well as our audited financial statements  included
in  our  annual  report  on Form 10-K (or 10-KSB, as  applicable).   If  such
audited  financial statements are not available at closing,  or  within  time
parameters  necessary to insure our compliance with the requirements  of  the
Exchange Act, or if the audited financial statements provided do not  conform
to the representations made by the target business, the closing documents may
provide  that the proposed transaction will be voidable at the discretion  of
our present management.

<PAGE>

     We will not restrict our search for any specific kind of businesses, but
may  acquire  a  business which is in its preliminary or  development  stage,
which  is  already in operation, or in essentially any stage of its  business
life. It is impossible to predict at this time the status of any business  in
which  we  may  become  engaged,  in that such  business  may  need  to  seek
additional  capital, may desire to have its shares publicly  traded,  or  may
seek other perceived advantages which we may offer.

     A  business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and  the
substitution  by  the  target business of its own  management  and  board  of
directors.

     We have, and will continue to have, no capital with which to provide the
owners  of  business  opportunities with any cash or other  assets.  However,
management believes we will be able to offer owners of acquisition candidates
the  opportunity to acquire a controlling ownership interest  in  a  publicly
registered company without incurring the cost and time required to conduct an
initial  public offering.  Our officer and director has not conducted  market
research  and  is  not  aware of statistical data to  support  the  perceived
benefits  of a merger or acquisition transaction for the owners of a business
opportunity.

     Our  Officer  and  Director  has  agreed  that  they  will  advance  any
additional  funds  which  we need for operating  capital  and  for  costs  in
connection  with searching for or completing an acquisition or  merger.  Such
advances  will be made without expectation of repayment unless the owners  of
the  business which we acquire or merge with agree to repay all or a  portion
of  such  advances.  There is no minimum or maximum amount  the  Officer  and
Director will advance to us.  We will not borrow any funds for the purpose of
repaying  advances made by such Officer and Director, and we will not  borrow
any  funds  to  make  any  payments  to our promoters,  management  or  their
affiliates or associates.

     The  Board of Directors has passed a resolution which contains a  policy
that  we will not seek an acquisition or merger with any entity in which  our
officer,  director,  stockholder or his affiliates  or  associates  serve  as
officer or director or hold more than a 10% ownership interest.

ITEM 7.   FINANCIAL STATEMENTS

     See Index to Financial Statements and Financial Statement Schedules
appearing on page F-1 through F-7 of this Form 10-KSB.

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

     There were no changes in or disagreements with accountants on accounting
and financial disclosure for the period covered by this report.

<PAGE>

PART III

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

Subsequent Event

     On March 10, 2000 Paul Shaw resigned as President, Secretary, Treasurer,
Sole  Director of the Company and appointed Debra Nicholsen as sole Director.
Debra Nicholsen subsequently was elected President, Secretary and Treasurer.

     Our Director and Officer are as follows:

Name                   Age  Positions and Offices Held
Debra M. Nicholsen     30   President, Secretary, Treasurer, Sole Director

     There are no agreements or understandings for the officer or director to
resign  at  the  request  of another person and the above-named  officer  and
director  is  not  acting on behalf of nor will act at the direction  of  any
other person.

     Set  forth below is the name of the director and officer of the Company,
all  positions and offices with the Company held, the period during which she
has served as such, and the business experience during at least the last five
years:

     Debra  M.  Nicholsen  acts  as our President, Secretary,  Treasurer  and
Director. Ms. Nicholsen has served as an officer and director of the  Company
since  July  14, 1997. Ms. Nicholsen was born September 9, 1969 in Hollywood,
California.  Ms. Nicholsen has attended Southwest Missouri State  University.
She  is  Chairperson of Friends of Foundation Maria de Honduras, a non-profit
organization  that helped provide relief and aid to the victims of  Hurricane
Mitch  in Honduras. Ms. Nicholsen has resided in Las Vegas for the past eight
years.

CURRENT BLANK CHECK COMPANIES

     Ms. Nicholsen is not part of any other Blank Check Company.

CONFLICTS OF INTEREST

     Our  officer  and  director expects to organize  other  companies  of  a
similar  nature  and  with a similar purpose as us. Consequently,  there  are
potential  inherent  conflicts  of interest in  acting  as  our  officer  and
director.  Insofar as the officer and director is engaged in  other  business
activities,  management anticipates that she will devote only a minor  amount
of time to our affairs. We do not have a right of first refusal pertaining to
opportunities   that  come  to  management's  attention   insofar   as   such
opportunities may relate to our proposed business operations.

<PAGE>

    A  conflict may arise in the event that another blank check company  with
which management is affiliated is formed and actively seeks a target company.
It  is  anticipated that target companies will be located for  us  and  other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on  the
same  date,  alphabetically. However, any blank check  companies  with  which
management is, or may be, affiliated may differ from us in certain items such
as  place  of  incorporation,  number of  shares  and  stockholders,  working
capital,  types of authorized securities, or other items. It may  be  that  a
target  company may be more suitable for or may prefer a certain blank  check
company  formed  after  us.  In such case, a business  combination  might  be
negotiated  on  behalf of the more suitable or preferred blank check  company
regardless of date of formation.

    The  terms  of  business  combination  may  include  such  terms  as  Ms.
Nicholsen  remaining  a  director  or  officer  of  the  Company  and/or  the
continuing  securities work of the Company being handled  by  the  consulting
firm  of  which  Ms.  Nicholsen  is  a director.  The  terms  of  a  business
combination  may provide for a payment by cash or otherwise to Ms.  Nicholsen
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.  Ms. Nicholsen would  directly  benefit  from  such
employment or payment. Such benefits may influence Ms. Nicholsen's choice  of
a target company.

    We  may  agree  to  pay  finder's fees, as appropriate  and  allowed,  to
unaffiliated  persons  who  may  bring a target  company  to  us  where  that
reference results in a business combination. No finder's fee of any kind will
be  paid  by  us  to  management or our promoters or to their  associates  or
affiliates.  No loans of any type have, or will be, made by us to  management
or our promoters of or to any of their associates or affiliates.

    We  will not enter into a business combination, or acquire any assets  of
any  kind  for  our securities, in which our management or any affiliates  or
associates have a greater than 10% interest, direct or indirect.

    There  are  no  binding guidelines or procedures for resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest
in  favor  of us could result in liability of management to us. However,  any
attempt by stockholders to enforce a liability of management to us would most
likely be prohibitively expensive and time consuming.

ITEM 10.  EXECUTIVE COMPENSATION

     Our  officer  and  director does not receive any  compensation  for  her
services rendered, has not received such compensation in the past, and is not
accruing  any  compensation pursuant to any agreement with us.  However,  our
officer   and  director  anticipates  receiving  benefits  as  a   beneficial
stockholder and, possibly, in other ways.

     No  retirement,  pension,  profit sharing,  stock  option  or  insurance
programs or other similar programs have been adopted by us for the benefit of
our employees.

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth, as of December 31, 1999,  each  person
known  by us to be the beneficial owner of five percent or more of our Common
Stock  and our director and officer. Except as noted, the holder thereof  has
sole voting and investment power with respect to the shares shown.
<TABLE>
Name and Address                  Amount of Beneficial      Percent of
Of Beneficial Owner                    Ownership        Outstanding Stock
<S>                               <C>                   <C>
Abaco Traders Limited                   979,000               9.79%
29 Retirement Road
PO Box N7777
Nassau, Bahamas

Millennium Financial Corp.              800,000               8.00%
2243 Chatsworth Ct.
Henderson, NV 89014

Protocol Services, A.V.V.               900,000               9.00%
1128 Gate Dancer
Henderson, NV 89015

Rothschild Capital Corp                 885,000               8.85%
1850 E Flamingo Rd #111
Las Vegas, NV 89119

Sperry Young & Stoecklein               980,000               9.80%
1850 E Flamingo Rd #111
Las Vegas, NV 89119

Norman Barrett                          920,000               9.20%
3035 S. Monte Cristo Way
Las Vegas, NV 89117

Debra Nicholsen*                        900,000               9.00%
1128 Gate Dancer
Henderson, NV 89015

Patricia Spreitzer                      780,000               7.80%
3195 Surf Spray
Las Vegas, NV 89117

*All Executive Officers and
Directors as a Group
(1 Person)                              900,000
</TABLE>
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  following  information summarizes certain  transactions  either  we
engaged in during the past two years or we propose to engage in involving our
executive officers, directors, 5% stockholders or immediate family members of
such persons.

Increased Capitalization and Forward Split

     On  October 3, 1999 the stockholders voted to increase the total  amount
of  common  stock authorized from twenty thousand (20,000) shares  to  twenty
million shares (20,000,000). Subsequently, each share of common stock, issued
and  outstanding, was combined, reconstituted, and converted into 100  shares
of  common  stock, at $.001 par value, by a forward one to 100 (1-100)  stock
split.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
     3.1* Certificate  of Incorporation filed as an exhibit to the  Company's
          registration statement on Form 10-SB filed on November 4, 1999, and
          incorporated herein by reference.
     3.2* By-Laws filed as an exhibit to the Company's registration statement
          on Form 10-SB filed on November 4, 1999, and incorporated herein by
          reference.
     27   Financial Data Schedule
     _____
     *    Previously filed

     (b)   There were no reports on Form 8-K filed by the Company during  the
       quarter ended December 31, 1999.
<PAGE>

                                 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.

COPSIL CORPORATION

                                   By: /s/ Debra Nicholsen
                                         Debra Nicholsen, President

                                   Dated:    March 28, 2000

     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.

NAME                     OFFICE              DATE

/s/ Debra Nicholsen
Debra Nicholsen          Director            March 28, 2000
<PAGE>

                              TABLE OF CONTENTS


                                                                         PAGE

INDEPENDENT AUDITORS' REPORT                                             F-1

ASSETS                                                                   F-2

LIABILITIES AND STOCKHOLDERS' EQUITY                                     F-3

STATEMENT OF OPERATIONS                                                  F-4

STATEMENT OF STOCKHOLDERS' EQUITY                                        F-5

STATEMENT OF CASH FLOWS                                                  F-6

NOTES TO FINANCIAL STATEMENTS                                          F-7/8

<PAGE>

                           BARRY L. FRIEDMAN, PC.
                         Certified Public Accountant

1582 TULITA DRIVE                                      OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123                                FAX NO. (702) 896-0278

INDEPENDENT AUDITORS' REPORT

Board Of Directors                                     January 10, 2000
CopSil Corporation
Las Vegas, Nevada

     I have audited the accompanying Balance Sheets of CopSil Corporation, (A
Development Stage Company), as of December 31, 1999, December 31,  1998,  and
December  31,  1997, and the related statements of operations,  stockholders,
equity  and cash flows for period January 1, 1999, to December 31, 1999,  and
the two years ended December 31, 1998, and December 31, 1997. These financial
statements   are   the  responsibility  of  the  Company's   management.   My
responsibility  is to express an opinion on these financial statements  based
on my audit.

     I  conducted  my  audit 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.  I  believe  that  my  audit  provides  a
reasonable basis for my opinion.

     In  my  opinion,  the  financial statements referred  to  above  present
fairly,   in  all  material  respects,  the  financial  position  of   CopSil
Corporation, (A Development Stage Company), as of December 31, 1999, December
31,  1998, and December 31, 1997, and the results of its operations and  cash
flows  for the period January 1, 1999, to December 31, 1999, and for the  two
years  ended  December 31, 1998, and December 31, 1997,  in  conformity  with
generally accepted accounting principles.

     The  accompanying financial statements have been prepared  assuming  the
Company  will  continue as a going concern. As discussed in  Note  3  to  the
financial statements, the Company has no established source of revenue.  This
raises  substantial doubt about its ability to continue as a  going  concern.
Management's plan in regard to these matters are also described in  Note  #3.
The  financial  statements do not include any adjustments that  might  result
from the outcome of this uncertainty.

/s/ Barry Friedman

Barry L. Friedman
Certified Public Accountant

<PAGE>
<TABLE>
                             COPSIL CORPORATION
                        (A Development Stage Company)


                                BALANCE SHEET


                                   ASSETS

                                    December       December     December
                                    31, 1999       31, 1998     31, 1997

                                 -------------    ---------     ---------
<S>                              <C>             <C>           <C>
CURRENT ASSETS
  Cash                            $        9,174   $        0    $        0
                                   -------------    ---------     ---------
     TOTAL CURRENT ASSETS         $        9,174   $        0    $        0
                                   -------------    ---------     ---------
OTHER ASSETS                      $            0   $        0    $        0
                                   -------------    ---------     ---------
     TOTAL OTHER ASSETS           $            0   $        0    $        0
                                   -------------    ---------     ---------
     TOTAL ASSETS                 $        9,174   $        0    $        0
                                     ===========    =========     =========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                             COPSIL CORPORATION
                        (A Development Stage Company)


                                BALANCE SHEET


                    LIABILITIES AND STOCKHOLDERS' EQUITY

                                     December       December      December
                                     31, 1999       31, 1998      31, 1997

                                   -----------    ------------   -----------
<S>                               <C>             <C>           <C>
CURRENT LIABILITIES
     Officers Advances (Note #6)    $    10,000   $           0  $         0
                                    -----------   -------------  -----------
  TOTAL CURRENT LIABILITIES         $         0   $           0  $         0
                                    -----------   -------------  -----------
STOCKHOLDERS' EQUITY (Note #1)

     Preferred stock, $.001 par
value
     authorized 5,000,000 shares
     issued and outstanding at
     December 31, 1999-NONE         $         0

     Common stock, $1.00 value
     Authorized 20,000 shares
     Issued and outstanding at
December 31, 1997- 10,000 shares                                 $    10,000
December 31, 1998- 10,000 shares                  $      10,000

     Common stock, par value $.001
     Authorized 20,000,000 shares
     issued and outstanding at
December 31, 1999-10,000,000        $    10,000
shares

     Additional paid in Capital 0             0               0            0

     Deficit accumulated during
     the development stage             (10,826)        (10,000)     (10,000)
                                    -----------   -------------  -----------
  TOTAL STOCKHOLDERS' EQUITY        $     (826)   $           0  $         0
                                    -----------   -------------  -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                $     9,174   $           0  $         0
                                      =========     ===========    =========
</TABLE>
  The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                             COPSIL CORPORATION
                        (A Development Stage Company)

                           STATEMENT OF OPERATIONS

                           Jan. 1,       Year        Year     Apr. 19, 1994
                          1999, to      Ended       Ended      (inception)
                          Dec. 31,     Dec. 31,    Dec. 31,    to Dec. 31,
                            1999         1998        1997          1999
                         ----------- -----------  ----------  -------------
<S>                     <C>          <C>         <C>          <C>
INCOME
     Revenue             $         0  $         0 $        0   $           0
                         -----------  ----------- ----------   -------------
EXPENSES
     General and
     Administrative      $        26  $         0 $        0   $      10,026
     Accounting                  800            0          0             800
                         -----------  ----------- ----------   -------------
   Total Expenses        $       826  $         0 $        0   $      10,826
                         -----------  ----------- ----------   -------------
Net Loss                 $     (826)  $         0 $        0    $   (10,826)

Net Profit
or Loss(-)
Per weighted
Share (Note #1)          $       NIL  $     .0000 $    .0000    $    (.0001)
                           =========    =========   ========     ===========
Weighted average
Number of common
shares outstanding        10,000,000   10,000,000 10,000,000      10,000,000
                           =========    =========   ========     ===========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                             COPSIL CORPORATION
                        (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' EQUITY

                                                   Additional      Accumu-
                               Common Stock          paid-in        Lated
                            Shares      Amount       capital       Deficit
                        -----------  ----------- ------------  -------------
<S>                     <C>         <C>          <C>          <C>
Balance,
December 31, 1996            10,000  $    10,000 $          0  $    (10,000)

Net loss year ended
December 31, 1997                 0            0            0              0
                        -----------  ----------- ------------  -------------
                                ---
Balance,
December 31, 1997            10,000  $    10,000 $          0  $           0

Net loss year ended
December 31, 1998                 0            0            0              0
                        -----------  ----------- ------------  -------------
Balance,
December 31, 1998            10,000  $    10,000 $          0  $    (10,000)

October 4, 1999
Changed from $1.00
par value to $.001
par value                         0      (9,990)      (9,990)              0

October 4, 1999
forward stock split
1,000:1                   9,990,000        9,990      (9,990)              0

Net loss, January
1,1999, to
December 31, 1999                 0            0            0          (826)
                        -----------  ----------- ------------  -------------
Balance,
December 31, 1999        10,000,000       10,000 $          0  $    (10,826)
                        ===========   ==========   ==========    ===========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                             COPSIL CORPORATION
                        (A Development Stage Company)

                           STATEMENT OF CASH FLOWS

                                                               Apr. 14, 1992
                          Jan. 1,        Year         Year
                         1999, to       Ended        Ended      (inception)
                         Dec. 31,      Dec. 31,     Dec. 31,    To Dec. 31,
                           1999          1998         1997          1999
                       ------------  ------------ ------------  ------------
<S>                   <C>            <C>          <C>           <C>
Cash Flows from
Operating Activities:
  Net Loss              $      (826) $          0  $          0  $   (10,826)
  Adjustment to
  reconcile net loss
  to net cash
  provided by
operating
  activities
  Stock issued
     for services                  0           0             0        10,000
  Changes in assets
and
  Liabilities
     Increase in
current
     Officers Advances        10,000           0             0        10,000
                        ------------ ------------  ------------  ------------
Net cash used in
operating activities    $      9,174 $          0  $          0  $      9,174

Cash Flows from
investing activities               0           0             0             0

Cash Flows from
Financing Activities:
  Additional
     Contributed                   0           0             0             0
Capital
  Issuance of common
     Stock For Cash                0           0             0             0
                        ------------ ------------  ------------  ------------
Net increase(decrease)
in cash                 $      9,174 $          0   $         0  $      9,174

Cash, beginning of
Period                             0           0             0             0
                        ------------ ------------  ------------  ------------
Cash, end of period     $      9,174 $          0  $          0   $     9,174
                           =========   =========     =========     =========
</TABLE>

  The accompanying notes are an integral part of these financial statements
<PAGE>

                             COPSIL CORPORATION
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
         December 31, 1999, December 31, 1998, and December 31,1997

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized April 19, 1994, under the laws of the State of
Nevada,  as  COPSIL  CORPORATION.  The  Company  has  no  operations  and  in
accordance with SFAS #7, is considered a development stage company.

     On  April  20, 1994, the company issued 10,000 shares of its  $1.00  par
value common stock for services of $ 10,000.

     On  October 4, 1999, the State of Nevada approved the Company's restated
Articles  of  Incorporation, which increased its capitalization  from  20,000
common  shares  of $1.00 par value to 20,000,000 common shares and  5,000,000
preferred stock both with a par value of $0.001 each.

     Effective  October  4, 1999, the Company had a forward  stock  split  of
1,000  to  1,  thus  increasing the number of common shares outstanding  from
10,000 common shares to 10,000,000 common shares.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

     Accounting  policies and procedures have not been determined  except  as
follows:

     1.   The Company uses the accrual method of accounting.

     2.   The Statement of Position 98-5 ("SOP 98-5"),"Reporting on the Costs
of Start-Up Activities" which provides guidance on the financial reporting of
start-up  costs  and  organization  costs.  It  requires  costs  of  start-up
activities  and  organization  costs to be  expensed-as  incurred.  With  the
adoption  of  SOP  98-5 there has been little or no effect on  the  Company's
financial statements.

     3.   Earnings per share is computed using the weighted average number of
shares of common stock outstanding.

     4.    The  Company has not yet adopted any policy regarding  payment  of
dividends. No dividends have been paid since inception.

<PAGE>

                             COPSIL CORPORATION
                        (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS CONTINUED
         December 31, 1999, December 31, 1998, and December 31, 1997

NOTE 3 - GOING CONCERN

     The  Company's  financial statements are prepared  using  the  generally
accepted   accounting  principles  applicable  to  a  going  concern,   which
contemplates the realization of assets and liquidation of liabilities in  the
normal  course  of  business. However, the Company has no current  source  of
revenue. Without realization of additional capital, it would be unlikely  for
the  Company to continue as a going concern. It is management's plan to  seek
additional capital through a merger with an existing operating company.

NOTE 4 - RELATED PARTY TRANSACTION

     The  Company  neither owns or leases any real property. Office  services
are  provided without charge by a director. Such costs are immaterial to  the
financial  statements and, accordingly, have not been reflected therein.  The
officers  and  directors  of  the  Company are  involved  in  other  business
activities  and  may,  in  the  future, become  involved  in  other  business
opportunities.  If  a specific business opportunity becomes  available,  such
persons may face a conflict in selecting between the Company and their  other
business  interests.  The  Company  has  not  formulated  a  policy  for  the
resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

     There  are  no warrants or options outstanding to acquire any additional
shares of common stock.

NOTE 6 - OFFICERS ADVANCES

     While the Company is seeking additional capital through a merger with an
existing  operating company, an officer of the Company has advanced funds  on
behalf  of  the Company to pay for any costs incurred by it. These funds  are
interest free.