SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

[ ] Transitional Report Under Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

                   For the fiscal year ended February 29, 2000

                           Commission File No. 0-25319

                         CONTEX ENTERPRISES GROUP, INC.
                         ------------------------------
                 (Name of small business issuer in its charter)

          Colorado                                             84-1191355
          --------                                             ----------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                                1629 York Street
                                    Suite 101
                             Denver, Colorado 80206
                                 (303) 320-0457
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

         Securities registered under Section 12(b) of the Exchange Act:

                                      none

        Securities registered under to Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) 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 Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                                   Yes  X   No
                                       ---     ---

Check if 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

Issuer's revenues for its most recent fiscal year: $2,500
                          (Continued on Following Page)


<PAGE>



State the  aggregate  market value of the voting stock held by non-  affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of June 12, 2000: $0.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of June 12,  2000,  there were
2,240,000 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

                 This Form 10-KSB consists of Thirty-Six Pages.
                 Exhibit Index is Located at Page Thirty-Three.



                                                                               2


<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                          CONTEX ENTERPRISE GROUP, INC.

                                                                            PAGE
                                                                            ----

Facing Page
Index

PART I

Item 1.    Description of Business.........................................   4
Item 2.    Description of Property.........................................   4
Item 3.    Legal Proceedings...............................................   5
Item 4.    Submission of Matters to a Vote of
               Security Holders............................................   5

PART II

Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.............................   5
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations..................................................   6
Item 7     Financial Statements............................................  12
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure....................................  27

PART III

Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act...........................  27
Item 10.   Executive Compensation..........................................  28
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management.......................................  29
Item 12.   Certain Relationships and Related
               Transactions................................................  30

PART IV

Item 13.   Exhibits and Reports of Form 8-K................................  31


SIGNATURES.................................................................  32



                                                                               3


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Contex Enterprise Group, Inc. (the "Company") was incorporated on September
16, 1991 under the laws of the State of Colorado.  From inception  through 1998,
the  Company  was  engaged in opening and  commencing  a  microbrewery  in Grand
Junction,  Colorado.  This  enterprise  was  closed in 1993.  From 1993  through
February  1998,  the Company was  dormant.  Thereafter,  from March 1998 through
December  1999, the Company was engaged in the publishing and marketing of books
about brewpubs in the Rocky Mountain area.  Relevant thereto, in March 1998, the
Company commenced a private offering of its common stock pursuant to Rule 504 of
Regulation D, as promulgated under the Securities Act of 1933, as amended, where
it sold 408 Units,  each Unit consisting of 5,000 shares of the Company's common
stock at a price of $2.50 per Unit.  The  Company  closed  this  offering in May
1998.  In December  1999,  the  Company's  Board of Directors  and  shareholders
elected to change the principal  business of the Company to engage in any lawful
corporate  undertaking,  including,  but not  limited to,  selected  mergers and
acquisitions,  as a result of less than  anticipated  response to the  Company's
business plan. As a result and as of the date of this report, the Company can be
defined as a "shell"  company,  whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

     In January  1999,  the  Company  filed a  Registration  Statement  with the
Securities  and  Exchange  Commission  on Form 10-SB  pursuant  to the rules and
regulations  included  under the  Securities  Exchange Act of 1934,  as amended,
wherein the Company caused to be registered its common stock.  This Registration
Statement became effective in April 1999.

Employees

     During the fiscal year ended  February  29,  2000,  the Company had no full
time employees.  The Company's President and Secretary have agreed to allocate a
portion of their time to the  activities of the Company,  without  compensation.
These  officers  anticipate  that  the  business  plan  of  the  Company  can be
implemented by their devoting  approximately  20 hours per month to the business
affairs of the Company and,  consequently,  conflicts of interest may arise with
respect to the limited time commitment by such officers.

ITEM 2.  DESCRIPTION OF PROPERTY

     Facilities.  As of the date of this Report,  the Company  operates from its
offices at 1629 York St., Suite 101,  Denver,  Colorado  80206,  which space was
provided to the Company by Gerald Trumbule, a shareholder,  director and officer
of the Company.  The Company  pays a monthly  rent of $100  pursuant to a verbal
month to

                                                                               4


<PAGE>



month lease arrangement. This space consists of approximately 100 square feet of
executive office space. The Company's telephone number is (303) 320-0457.

     In addition,  until December 15, 1999, the Company maintained its principal
place of business at 4155 E. Jewell Ave.,  Suite 909,  Denver,  Colorado  80222,
which  space  was  provided  by  Ed  Hawkins,  then  an  officer,  director  and
shareholder of the Company, on a rent free basis.

     It is anticipated that the Company's current  arrangement will remain until
such time as the  Company  successfully  consummates  a merger  or  acquisition.
Management  believes  that  this  space  will meet the  Company's  needs for the
foreseeable future.

     Other  Property.  The  Company  has no  properties  and at this time has no
agreements to acquire any properties.  The Company intends to attempt to acquire
assets or a business in exchange for its securities  which assets or business is
determined to be desirable for its objectives.

ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened against the Company of which management is aware.

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

     In December 1999, the Company held its annual meeting of  shareholders.  At
this meeting,  the shareholders  (i) approved a change of the Company's  current
business  plan to the plan  described  herein;  (ii)adopted  an amendment to the
Company's Articles of Incorporation, changing the name of the Company to "Contex
Enterprise Group,  Inc.;" (iii) elected Messrs.  Clark and Trumbule as directors
of the  Company;  (iv)  appointed  Cordovano  and Harvey P.C.  as the  Company's
independent  accountants,  to perform a  financial  audit of the Company for the
fiscal years ended February 29, 2000, which audit appears elsewhere herein;  and
(v) ratified the actions of the Company's directors for the prior calendar year.

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

     (a) Market Information. There is presently no trading market for the common
equity of the  Company.  In this  regard,  the Company has caused to be filed an
application  to trade its common stock on the OTC Bulletin Board operated by the
National Association of Securities Dealers,  Inc. As of the date of this Report,
the relevant application has not been approved. While management is

                                                                               5


<PAGE>



optimistic that the application will be approved in the future,  there can be no
assurances that said application will be so approved.

     (b) Holders. There are forty-one (41) holders of the Company's Common Stock
and one (1) holder of the Company's Series A Preferred Shares.

     (c) Dividends.

     (1) The Company has not paid any dividends on its Common Stock. The Company
does not foresee that the Company will have the ability to pay a dividend on its
Common  Stock in the fiscal year ended  February  28,  2001,  unless the Company
successfully  consummates a merger or acquisition and the relevant candidate has
sufficient  assets  available  to  undertake  issuance  of such a  dividend  and
management elects to do so, of which there can be no assurance.

     Pursuant to the laws of the State of Colorado,  a corporation may not issue
a distribution if, after giving its effect, the corporation would not be able to
pay its debts as they  became  due in the  usual  course  of  business,  or such
corporation's total assets would be less than the sum of their total liabilities
plus the amount that would be needed, if the corporation were to be dissolved at
the  time  of  the  distribution,   to  satisfy  the  preferential  rights  upon
dissolution  of  shareholders  whose  preferential  rights are superior to those
receiving the  distribution.  As a result,  management does not foresee that the
Company  will have the  ability  to pay a dividend  on its  Common  Stock in the
fiscal year ended February 28, 2001, unless the Company successfully merges with
or acquires an entity  with a financial  condition  that allows for the same and
the then current management of the Company elects to issued such a dividend. See
"Part II, Item 7, Financial Statements."

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     The following  discussion  should be read in conjunction with the Company's
audited  financial  statements and notes thereto included herein.  In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions

                                                                               6


<PAGE>



that are inherently  subject to significant  business,  economic and competitive
uncertainties and contingencies,  many of which are beyond the Company's control
and many of which,  with respect to future  business  decisions,  are subject to
change.  These  uncertainties  and  contingencies  can affect actual results and
could cause  actual  results to differ  materially  from those  expressed in any
forward looking  statements  made by, or on behalf of, the Company.  The Company
disclaims any obligation to update forward looking statements.

     (a) Plan of Operation.
          -----------------

     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 no  particular  acquisitions  in mind and has not
entered  into  any  negotiations  regarding  such  an  acquisition.  None of the
Company's  officers,  directors,  promoters  or  affiliates  have engaged in any
preliminary  contact or discussions with any representative of any other company
regarding the  possibility  of an  acquisition or merger between the Company and
such other company as of the date of this registration statement.

     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.  This  discussion  of the  proposed
business  is  purposefully  general  and is not meant to be  restrictive  of the
Company's virtually unlimited  discretion to search for and enter into potential
business   opportunities.   Management  anticipates  that  it  may  be  able  to
participate  in only one  potential  business  venture  because  the Company has
nominal assets and limited financial resources. See "Financial Statements." This
lack of diversification  should be considered a substantial risk to shareholders
of the Company because it will not permit the Company to offset potential losses
from one venture against gains from another.

     The  Company  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.
The  Company may acquire  assets and  establish  wholly  owned  subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

     The Company  anticipates  that the selection of a business  opportunity  in
which to  participate  will be  complex  and  extremely  risky.  Due to  general
economic conditions,  rapid technological advances being made in some industries
and shortages of available capital,  management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived benefits may include facilitating or improving the terms

                                                                               7


<PAGE>



on which  additional  equity  financing may be sought,  providing  liquidity for
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes), 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,  a very  limited  amount of
capital  with which to provide  the owners of  business  opportunities  with any
significant cash or other assets. However,  management believes the Company 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.  The
owners of the business  opportunities will, however, incur significant legal and
accounting  costs in  connection  with  acquisition  of a business  opportunity,
including the costs of preparing Form 8-K's, 10-K's or 10-KSB's,  agreements and
related  reports and  documents.  The  Securities  Exchange Act of 1934 (the "34
Act"),  specifically  requires that any merger or acquisition  candidate  comply
with all applicable  reporting  requirements,  which include  providing  audited
financial  statements  to be included  within the numerous  filings  relevant to
complying  with the 34 Act.  Nevertheless,  the  officers  and  directors of the
Company have not conducted market research and are not aware of statistical data
which  would  support  the  perceived   benefits  of  a  merger  or  acquisition
transaction for the owners of a business opportunity.

     The analysis of new business  opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst.  Management intends to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to its
attention through present  associations of the Company's officers and directors,
or  by  the   Company's   shareholders.   In  analyzing   prospective   business
opportunities, management will 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 the proposed  activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification;  and other relevant factors.  Officers and directors of the
Company  expect to meet  personally  with  management  and key  personnel of the
business opportunity as part of their investigation. To the extent

                                                                               8


<PAGE>



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
within a reasonable period of time after closing of the proposed transaction.

     Management  of the Company,  while not  especially  experienced  in matters
relating to the new business of the  Company,  shall rely upon their own efforts
and, to a much lesser  extent,  the efforts of the  Company's  shareholders,  in
accomplishing the business  purposes of the Company.  It is not anticipated that
any  outside  consultants  or  advisors  will  be  utilized  by the  Company  to
effectuate its business purposes described herein.  However, if the Company does
retain such an outside consultant or advisor,  any cash fee earned by such party
will need to be paid by the prospective  merger/ acquisition  candidate,  as the
Company has no cash assets with which to pay such obligation. There have been no
contracts or agreements with any outside consultants and none are anticipated in
the future.

     The Company will not  restrict  its search for any specific  kind of firms,
but may acquire a venture  which is in its  preliminary  or  development  stage,
which is already in  operation,  or in  essentially  any stage of its  corporate
life.  It is  impossible  to predict at this time the status of any  business in
which the Company 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 the Company may offer.  However,  the Company
does not intend to obtain funds in one or more private placements to finance the
operation of any acquired  business  opportunity  until such time as the Company
has successfully consummated such a merger or acquisition.

     It is  anticipated  that the  Company  will incur  nominal  expenses in the
implementation  of its business plan described  herein.  Because the Company has
limited capital with which to pay these anticipated expenses, present management
of the Company will pay these  charges with their  personal  funds,  as interest
free loans to the Company. However, the only opportunity which management has to
have  these  loans  repaid  will be from a  prospective  merger  or  acquisition
candidate.  Management  has agreed among  themselves  that the  repayment of any
loans made on behalf of the Company will not impede,  or be made  conditional in
any manner, to consummation of a proposed transaction.

Acquisition of Opportunities

     In  implementing  a structure for a particular  business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture,  or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a

                                                                               9


<PAGE>



transaction,  it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition,  the Company's
directors may, as part of the terms of the acquisition  transaction,  resign and
be replaced by new directors without a vote of the Company's shareholders.

     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,  the Company 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 the Company
has  successfully  consummated  a merger or  acquisition  and the  Company is no
longer considered a "shell" company. Until such time as this occurs, the Company
will not  attempt  to  register  any  additional  securities.  The  issuance  of
substantial  additional  securities  and their  potential  sale into any trading
market  which may  develop in the  Company's  securities  may have a  depressive
effect on the value of the Company's  securities in the future, if such a market
develops, of which there is no assurance.

     While the actual terms of a transaction to which the Company may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, 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 such event, the shareholders of the Company,  would retain less than
20% of the issued and outstanding  shares of the surviving  entity,  which would
result in significant dilution in the equity of such shareholders.

     As part of the  Company's  investigation,  officers  and  directors  of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis of verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial  resources and management  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative  negotiation  strength of the
Company and such other management.

     With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of

                                                                              10


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the Company which the target company  shareholders would acquire in exchange for
all of their  shareholdings  in the target company.  Depending upon, among other
things, the target company's assets and liabilities,  the Company's shareholders
will in all likelihood hold a substantially lesser percentage ownership interest
in the Company following any merger or acquisition. The percentage ownership may
be subject to significant  reduction in the event the Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation and execution of appropriate written agreements.  Although the terms
of such agreements  cannot be predicted,  generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

     As stated  hereinabove,  the  Company  will not  acquire  or merge with any
entity which cannot provide  independent  audited financial  statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 34 Act. Included
in these requirements is the affirmative duty of the Company to file independent
audited  financial  statements  as part of its  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's  audited  financial  statements  included in its 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 the Company's  compliance with the  requirements of the 34 Act, or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents,  the closing documents
will provide that the proposed  transaction will be voidable,  at the discretion
of the present  management of the Company.  If such  transaction is voided,  the
agreement will also contain a provision  providing for the acquisition entity to
reimburse the Company for all costs associated with the proposed transaction.

     The  Company  has no full  time  employees.  The  Company's  President  and
Secretary  have agreed to allocate a portion of their time to the  activities of
the Company,  without compensation.  These officers anticipate that the business
plan of the Company can be implemented by their devoting  approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of

                                                                              11


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interest may arise with respect to the limited time commitment by such officers.

     Because  the Company  presently  has  nominal  overhead  or other  material
financial  obligations,  management  of the Company  believes that the Company's
short term cash requirements can be satisfied by existing capital resources,  as
well as management  injecting  whatever nominal amounts of cash into the Company
to cover additional incidental expenses. There are no assurances whatsoever that
any additional cash will be made available to the Company through any means.

Year 2000 Disclosure

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the impact of the recent change in the century. If not corrected,  many computer
applications were expected to fail or create erroneous results by or at the Year
2000. As a result,  many companies were required to undertake  major projects to
address the Year 2000 issue.  The Company did not incur any negative impact as a
result of this  problem and no problems  in this regard are  anticipated  in the
future.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              12


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                          CONTEX ENTERPRISE GROUP, INC.

                              Financial Statements

                     February 29, 2000 and February 28, 1999

                   (With Independent Auditors' Report Thereon)


                                                                              13


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Item 8. Financial Statements

                          CONTEX ENTERPRISE GROUP, INC.

                          Index to Financial Statements

                                                                         Page
                                                                         ----

Independent Auditors' Reports ..........................................  F-2

Balance sheet at February 29, 2000 .....................................  F-4

Statements of Operations for each of the years ended February 29,
   2000 and February 28, 1999, and for the period from September 16,
   1991 (inception) through February 29, 2000 ..........................  F-5

Statement of Changes in Shareholders' Deficit from September 16,
   1991 (inception) through February 29, 2000 ..........................  F-6

Statements of Cash Flows for each of two years ended February 29,
   2000 and February 28, 1999, and for the period from September 16,
   1991 (inception) through February 29, 2000 ..........................  F-7

Notes to Financial Statements ..........................................  F-8





































                                       F-1

                                                                              14


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                           Independent Auditors'Report

The Board of Directors and Shareholders
Contex Enterprise Group, Inc.:


We have audited the accompanying  balance sheet of Contex Enterprise Group, Inc.
(formerly Mesa County Brewing  Company) (the "Company") as of February 29, 2000,
and the related statements of operations,  shareholders'  equity (deficit),  and
cash  flows  for  the  year  then  ended.  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 audit.

We conducted our 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.
We believe that our audit provides 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 Contex Enterprise Group, Inc.
as of February 29, 2000,  and the results of its  operations  and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

s/Cordovano & Harvey, P.C.

Cordovano & Harvey, P.C.
Denver, Colorado
June 8, 2000





















                                       F-2

                                                                              15


<PAGE>









                           Independent Auditors'Report

The Board of Directors and Shareholders
Contex Enterprise Group, Inc.:


We have audited the  accompanying  balance sheet of Mesa County Brewing Co. (now
known as Contex  Enterprise  Group,  Inc.) (a  Development  Stage  Company),  at
February 28, 1999 (not separately included herein), and the related statement of
operations,  shareholders'  deficit,  and cash flows for the year ended February
28, 1999 and the period  September  16, 1991  (inception)  through  February 28,
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 audit.

We conducted our 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 the overall  financial  statement
presentation.  We believe  that our audit  provides 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 Mesa County  Brewing Co. at
February 28, 1999 and the results of its  operations  and its cash flows for the
year ended  February  28, 1999 and the period  September  16,  1991  (inception)
through  February 28, 1999, in conformity  with  generally  accepted  accounting
principles.

s/Kish, Leake & Associates, P.C.

Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado

March 30, 1999



















                                       F-3

                                                                              16


<PAGE>

<TABLE>


                          CONTEX ENTERPRISE GROUP, INC.
                          (A Development Stage Company)

                                  Balance Sheet

                                February 29, 2000


<CAPTION>
                                     Assets
<S>                                                                  <C>
Current assets:
  Cash ............................................................  $ 42,311
                                                                     --------
          Total current assets ....................................    42,311
                                                                     ========

                      Liabilities and Stockholders' Deficit

Current liabilities:
  Accrued expenses (Note 2) ....................................... $  5,894
                                                                    --------

          Total current liabilities ...............................    5,894

Long-term debt, related party (Note 4) ............................   30,000
                                                                    --------

          Total liabilities .......................................   35,894
                                                                    --------

Stockholders' deficit:

  Class A Preferred Stock, no par value, non-voting,
    authorized 2,500,000 shares, issued and outstanding
    20,000 shares (Note 3) ........................................   20,000

  Class B Preferred Stock, no par value, non-voting,
    authorized 2,500,000 shares, issued and outstanding
    -0- shares (Note 3) ...........................................        -

  Common Stock, no par value, authorized 50,000,000 shares,
    issued and outstanding 2,240,000 shares (Note 3) ..............    1,120

  Additional paid-in capital ......................................    2,400

  Deficit accumulated during the development stage ................  (17,103)
                                                                    --------

          Total stockholders' deficit .............................    6,417
                                                                    --------

          Total liabilities and stockholders' deficit ............. $ 42,311
                                                                    ========





                 See accompanying notes to financial statements

                                       F-4
</TABLE>

                                                                              17


<PAGE>

<TABLE>


                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                            Statements of Operations

<CAPTION>
                                                                                 September

                                                                                  16, 1991

                                                        For the Year Ended       (inception)
                                                     --------------------------    Through
                                                     February 29,  February 28,  February 29
                                                         2000          1999         2000
                                                       --------      -------      --------
<S>           <C>                                      <C>           <C>          <C>
Revenue (Note 5) ....................................  $  2,500      $     -      $  2,500
                                                       --------      -------      --------

Selling, general and administrative expense
    Bank charges ....................................        90           34           124
    Filing fees .....................................       125          355           685
    Printing ........................................     1,297          605         1,902
    Professional fees ...............................     5,973        3,276         9,249
    Stock transfer fees .............................     1,349            -         1,349
    Officer salaries ................................     3,500            -         3,500
    Rent, related party (Note 4) ....................     1,200        1,200         2,400
                                                       --------      -------      --------
        Total selling, general and
            administrative expense ..................    13,534        5,470        19,209
                                                       --------      -------      --------

Loss before income taxes and interest ...............   (11,034)      (5,470)      (16,709)

    Interest expense ................................       394            -           394
                                                       --------      -------      --------

                    Loss before income taxes ........   (11,428)      (5,470)      (17,103)

    Income tax provision (Note 6) ...................         -            -             -
                                                       --------      -------      --------

                    Net loss ........................  $(11,428)     $(5,470)     $(17,103)
                                                       ========      =======      ========


















                 See accompanying notes to financial statements

                                       F-5
</TABLE>

                                                                              18


<PAGE>

<TABLE>


                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                  Statement of Changes in Shareholders' Deficit

            September 16, 1991 (inception) through February 29, 2000
<CAPTION>
                                                                                                      Deficit

                                        Class A           Class B                                    accumulated
                   Preferred Stock   ----------------  ---------------     Common Stock   Additional during the
                  ----------------   Preferred Stock   Preferred Stock  -----------------   paid-in  development
                   Shares   Amount    Shares  Amount   Shares   Amount    Shares   Amount   Capital     Stage     Total
                  -------   ------   -------  -------  ------  -------  ---------  ------   -------   --------   --------
<S>               <C>       <C>      <C>      <C>      <C>     <C>      <C>        <C>      <C>       <C>        <C>
Balance at
 September 16,
 1991 and
 February 29,
 1992, February
 28, 1993, 1994,
 and 1995,
 February 29,
 1996, and
 February 28,
 1997 ...........       -   $    -         -  $     -       -  $     -          -  $    -   $     -   $      -          -

February 3, 1998
 issued 200,000
 shares of no par
 value Common
 Stock for cash of
 $100 or $.0005
 per share ......       -        -         -        -       -        -    200,000     100         -          -        100

February 5, 1998
 issued 40,000
 shares of no par
 value Preferred
 Stock for cash
 of $4,000 or $.10
 per share ......  40,000    4,000         -        -       -        -          -       -         -          -      4,000

Net loss ........       -        -         -        -       -        -          -       -         -       (205)      (205)
                  -------   ------   -------  -------  ------  -------  ---------  ------   -------   --------   --------
Balance at
 February 28, 1998 40,000    4,000         -        -       -        -    200,000     100         -       (205)     3,895



                                                                              19


<PAGE>



                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                  Statement of Changes in Shareholders' Deficit
                                   (Continued)
            September 16, 1991 (inception) through February 29, 2000
<CAPTION>
                                                                                                      Deficit

                                        Class A           Class B                                    accumulated
                   Preferred Stock   ----------------  ---------------     Common Stock   Additional during the
                  ----------------   Preferred Stock   Preferred Stock  -----------------   paid-in  development
                   Shares   Amount    Shares  Amount   Shares   Amount    Shares   Amount   Capital     Stage     Total
                  -------   ------   -------  -------  ------  -------  ---------  ------   -------   --------   --------
<S>               <C>       <C>      <C>      <C>      <C>     <C>      <C>        <C>      <C>       <C>        <C>
May 1998 issued
 2,040,000 shares
 of no par value
 Common Stock for
 cash of $1,020
 or $.0005 per
 share ..........       -        -         -        -       -        -  2,040,000   1,020         -          -      1,020

Net loss ........       -        -         -        -       -        -          -       -         -     (5,470)    (5,470)
                  -------   ------   -------  -------  ------  -------  ---------  ------   -------   --------   --------
Balance at
 February 28, 1999 40,000    4,000         -        -       -        -  2,240,000   1,120         -     (5,675)      (555)

January 13, 2000
 cancellation of
 preferred stock
 issued 20,000
 shares of no par
 value Class A
 Preferred Stock
 for $16,000 cash
 and $4,000
 previously paid
 for the preferred
 stock or $1.00
 per share
 (Note 3) ....... (40,000)  (4,000)   20,000   20,000       -        -          -       -         -          -     16,000

Contributed Rent        -        -         -        -       -        -          -       -     2,400          -      2,400
 (Note 4) .......

Net Loss ........       -        -         -        -       -        -          -       -         -    (11,428)   (11,428)
                  -------   ------   -------  -------  ------  -------  ---------  ------   -------   --------   --------
Balance at
 February 29, 2000      -   $    -    20,000  $20,000       -  $     -  2,240,000  $1,120   $ 2,400   $(17,103)     6,417
                  =======   ======   =======  =======  ======  =======  =========  ======   =======   ========   ========

                 See accompanying notes to financial statements
                                       F-6
</TABLE>

                                                                              20


<PAGE>


<TABLE>

                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                            Statements of Cash Flows
<CAPTION>
                                                                                 September
                                                                                  16, 1991
                                                        For the Year Ended       (inception)
                                                     --------------------------    Through
                                                     February 29,  February 28,  February 29
                                                         2000          1999         2000
                                                       --------      -------      --------
<S>                                                    <C>           <C>          <C>
Cash flows from operating activities:

  Net income/loss ..................................   $(11,428)     $(5,470)     $(17,103)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
             Contributed rent (Note 4) .............      2,400            -         2,400
       Changes in operating assets and liabilities:
             Accrued liabilities (Note 2) ..........      4,694        1,200         5,894
                                                       --------      -------      --------
                  Net cash used by
                      operating activities .........     (4,334)      (4,270)       (8,809)
                                                       --------      -------      --------
Cash flows from financing activities:

  Proceeds from note payable (Note 4) ..............     30,000            -        30,000
  Proceeds from short-term working capital
     advance from officer (Note 4) .................      1,900            -         1,900
  Repayment of short-term working capital
     advance from officer (Note 4) .................     (1,900)           -        (1,900)
  Proceeds from issuance of Common Stock (Note 3)             -        1,020         1,120
  Proceeds from issuance of Class A Preferred
     Stock (Note 3) ................................     16,000            -        20,000
                                                       --------      -------      --------
                  Net cash provided by
                      financing activities .........     46,000        1,020        51,120
                                                       --------      -------      --------
                         Net increase (decrease) in cash

                      and cash equivalents .........     41,666       (3,250)       42,311
Cash and cash equivalents:
  Beginning period .................................   $    645      $ 3,895      $      -
                                                       --------      -------      --------
  End of period ....................................   $ 42,311      $   645      $ 42,311
                                                       ========      =======      ========
Non-cash investing and financing activities:
  Return and cancellation of 40,000 shares of
    preferred stock (Note 3) .......................   $ (4,000)           -      $ (4,000)
                                                       ========      =======      ========
  Issuance of 4,000 shares of Class A preferred
    stock in exchange for cash previously paid for
    former preferred stock (Note 3) ................  $   4,000            -      $  4,000
                                                      =========     ========      ========
Supplemental disclosure of cash flow information:
   Cash paid during the year for:
    Interest .......................................  $       -            -             -
                                                      =========     ========      ========
    Income Taxes ...................................  $       -            -             -
                                                      =========     ========      ========

                 See accompanying notes to financial statements

                                       F-7
</TABLE>

                                                                              21


<PAGE>



                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                          Notes to Financial Statements

(1)      Summary of Significant Accounting Policies

         (a)      Organization and Basis of Presentation

                  Mesa County Brewing Company (the  "Company") was  incorporated
                  on September  16, 1991 under the laws of Colorado to engage in
                  the business of publishing and marketing books about breweries
                  in the Rocky Mountain area. The Company may also engage in any
                  business   which  is  permitted   by  the  Colorado   Business
                  Corporation  Act, as  designated  by the board of directors of
                  the Company. On September 15, 1999 the president and secretary
                  of the Company,  who also served as the  Company's  directors,
                  resigned from the Company.  A new president and secretary were
                  appointed and became the directors of the Company. On December
                  15,  1999 the Company  changed  its name to Contex  Enterprise
                  Group,   Inc.  and  began  searching  for  a  suitable  merger
                  candidate. Contex Enterprise Group, Inc. is in the development
                  stage in accordance with Financial  Accounting Standards Board
                  Statements  of  Financial  Accounting  Standards  (SFAS) No. 7
                  "Accounting and Reporting by Development Stage Enterprises".

         (b)      Use of Estimates

                  The  preparation  of financial  statements in accordance  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts  of  assets  and  liabilities  and the  disclosure  of
                  contingent  assets and  liabilities  at the date of  financial
                  statements  and the reported  amounts of revenues and expenses
                  during the reporting period.  Actual results could differ from
                  those estimates.

         (c)      Cash and Cash Equivalents

                  The  Company  considers  all  highly  liquid  securities  with
                  original  maturities  of three months or less when acquired to
                  be cash  equivalents.  The Company had no cash  equivalents at
                  February 29, 2000.

          (d)     Income Taxes

                  The Company  accounts for income taxes under the provisions of
                  Statement  of   Financial   Accounting   Standards   No.  109,
                  Accounting  for Income  Taxes  (SFAS 109).  SFAS 109  requires
                  recognition  of deferred  tax  liabilities  and assets for the
                  expected  future  tax  consequences  of events  that have been
                  included in the  financial  statements  or tax returns.  Under
                  this  method,   deferred  tax   liabilities   and  assets  are
                  determined  based  on the  difference  between  the  financial
                  statement  and tax  bases  of  assets  and  liabilities  using
                  enacted  tax  rates  in  effect  for  the  year in  which  the
                  differences are expected to reverse.

         (e)      Loss per share

                  The Company  reports loss per share using a dual  presentation
                  of basic and diluted earnings per share.  Basic loss per share
                  excludes the impact of common stock equivalents.  Diluted loss
                  per share  utilizes  the average  market  price per share when
                  applying the treasury stock method in determining common stock
                  equivalents.   However,  the  Company  has  a  simple  capital
                  structure for the period presented and, therefore, there is no
                  variance between the basic and diluted loss per share.

         (f)      Revenue Recognition

                  Revenue  for sales is  recognized  at the time the  product is
                  delivered.

                                       F-8

                                                                              22


<PAGE>



                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                          Notes to Financial Statements

         (g)       Year-end

                  The Company  selected the last day of the month of February as
                  its accounting and tax year-end.

         (h)      Recent Accounting Pronouncements

                  The   Company   has   adopted   the    following    accounting
                  pronouncements for the year ended February 29, 2000. There was
                  no  effect  on the  financial  statements  presented  from the
                  adoption of the new pronouncements.

                  Statement of Financial  Accounting Standards ("SFAS") No. 130,
                  "Reporting  Comprehensive  Income".  SFAS No. 130 requires the
                  Company to report in its financial statements,  in addition to
                  its net income  (loss),  comprehensive  income  (loss),  which
                  includes all changes in equity during a period from  non-owner
                  sources  including,  as applicable,  foreign  currency  items,
                  minimum pension liability adjustments and unrealized gains and
                  losses on certain investments in debt and equity securities.

                  In April 1998,  the American  Institute  of  Certified  Public
                  Accountants issued Statement of Position 98-1, "Accounting for
                  the Costs of  Computer  Software  Developed  or  Obtained  for
                  Internal  Use" ("SOP  98-1).  SOP 98-1  provides  guidance for
                  determining whether computer software is internal-use software
                  and on  accounting  for  the  proceeds  of  computer  software
                  originally  developed  or obtained  for  internal use and then
                  subsequently  sold to the public. It also provides guidance on
                  capitalization  of the costs  incurred for  computer  software
                  developed or obtained for internal use.

                  SOP  98-5,  "Reporting  on the Costs of  Start-Up  Activities"
                  provides,  among other  things,  guidance on the  reporting of
                  start-up costs and  organization  costs.  It requires costs of
                  start-up  activities and organization  costs to be expensed as
                  incurred.

                  In June 1997, the FASB issued SFAS No. 131,  "Disclosure About
                  Segments of an Enterprise and Related  Information."  SFAS No.
                  131  establishes  standards  for the way that public  business
                  enterprises  report information about operating  segments.  It
                  also  establishes  standards  for  related  disclosures  about
                  products and services,  geographic  area and major  customers.
                  SFAS No. 131 is  effective  for fiscal years  beginning  after
                  December 15, 1997.

                  SFAS No. 132, "Employers' Disclosures about Pensions and Other
                  Post-retirement    Benefits,"   which   requires    additional
                  disclosures  about pension and other post- retirement  benefit
                  plans,  but does not change the  measurement or recognition of
                  those plans.

                  In June 1998,  the FASB issued SFAS No. 133,  "Accounting  for
                  Derivative  Instruments and Hedging  Activities." SFAS No. 133
                  establishes  accounting and reporting standards for derivative
                  instruments,  including  derivative  instruments  embedded  in
                  other  contracts,  and for  hedging  activities.  SFAS No. 133
                  requires an entity to recognize all  derivatives  as either an
                  asset or  liability  and  measure  those  instruments  at fair
                  value,  as  well  as  identify  the  conditions  for  which  a
                  derivative may be specifically  designed as a hedge.  SFAS No.
                  133 is  effective  for all  fiscal  quarters  of fiscal  years
                  beginning after June 15, 1999.

                  In June 1999,  the FASB issued SFAS No. 137, which amended the
                  implementation  date for SFAS No. 133 to be effective  for all
                  fiscal  quarters of all fiscal years  beginning after June 15,
                  2000.

                  The  Company  will  continue  to review  these new  accounting
                  pronouncements  over  time  to  determine  if  any  additional
                  disclosures are necessary based on evolving circumstances.

                                       F-9

                                                                              23


<PAGE>



                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                          Notes to Financial Statements

         (i)      Basis of presentation

                  Contex  Enterprise  Group, Inc. is in the development stage in
                  accordance   with   Financial   Accounting   Standards   Board
                  Statements  of  Financial  Accounting  Standards  (SFAS) No  7
                  "Accounting and Reporting by Development Stage Enterprises".

                  The  Company's  future  success  will be  dependent  upon  its
                  ability to locate and consummate a merger or acquisition  with
                  a private entity.  During the year ended February 29, 2000 the
                  Company raised  $30,000  through debt  financing,  and another
                  $16,000 from the issuance of its Class A Preferred  Stock. The
                  Company's  officers may also,  from time to time,  advance the
                  Company  additional  funds  needed to  finance  the  Company's
                  operations.

(2)      Balance Sheet Components

         Accrued Expenses

                  Accrued interest                             $      394
                  Accrued accounting fees                           2,000
                  Accrued officer compensation                      3,500
                                                               ----------
                                                               $    5,894
                                                               ==========

(3)      Capital Stock

         a)       Common stock

                  The Company's Articles of Incorporation  initially  authorized
                  1,000,000  shares of no par value common stock. On January 29,
                  1997 the Company  amended its  Articles  of  Incorporation  to
                  increase the number of  authorized  shares to  50,000,000.  On
                  February 3, 1998 the Company  issued  200,000 shares of no par
                  common stock for cash of $100 or $.0005 per share.

                  In May 1998 the  Company  issued  2,040,000  shares  of no par
                  common stock for cash of $1,020 or $.0005 per share as part of
                  a plan to offer for sale up to 4,000  units (the  "Units")  at
                  $2.50 per Unit,  or $.0005 per share  through its officers and
                  directors to Colorado residents and non-United States citizens
                  only.  Each Unit was comprised of 5,000 shares of no par value
                  common  stock.  The minimum  purchase  was 5 Units for a total
                  offering of $10,000. These shares of common stock contained in
                  the  Units  were  offered   pursuant  to  an  exemption   from
                  registration  under Section 3(b) and Regulation D, Rule 50, of
                  the  Securities  Act of 1933, as amended,  and to an exemption
                  from registration  provided by Section  11-51-308(1)(p) of the
                  Colorado Securities Act.

         b)       Preferred stock

                  On January  29,  1997 the  Company  amended  its  Articles  of
                  Incorporation  to increase the authorized  shares to 5,000,000
                  shares  of  no  par,  non-voting  preferred  stock  where  the
                  Directors  of the  Company  were  given  the  right to  assign
                  preferences.

                  On February 5, 1998 the Company issued 40,000 shares of its no
                  par value  preferred  stock for $4,000 or $.10 per share.  The
                  Directors assigned the following preferences to the issued and
                  outstanding shares of Preferred Stock: (i) the Preferred Stock
                  shall be non-voting,  (ii) the holders of the stock as a group
                  have the  right  to  receive,  prorata,  upon  dissolution  or
                  winding  up of the  Company,  10  percent of the assets of the
                  Company  prior to division and  distribution  of assets to the
                  holders of the Company's Common Stock.

                                      F-10

                                                                              24


<PAGE>



                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                          Notes to Financial Statements

                  On January 13, 2000 the Company's 40,000 outstanding shares of
                  preferred  stock were  returned to the Company and  cancelled.
                  Also on January 13, 2000,  the board of  directors  terminated
                  the preferences for the Company's  preferred stock and created
                  two  classes  of  preferred  stock,  Class A and  Class B. The
                  directors  assigned  the previous  preferences  to the Class A
                  preferred stock in addition to the following preferences:  (i)
                  the Class A preferred  stock shall be entitled to a preference
                  consisting of the right to receive 10 percent of the Company's
                  annual  gross profit as computed by the  Company's  accounting
                  firm to be paid within 10 days of the filing of the  Company's
                  annual  federal  tax  return  or  April  30,  whichever  comes
                  earlier,  and  further  (ii) to receive a seat on the board of
                  directors upon the written  request of the holder of the Class
                  A preferred  stock.  The board of directors  resolved that the
                  preferences for the Company's Class B preferred stock would be
                  assigned at the time of issuance.

                  On January 13, 2000,  the Company  issued 20,000 shares of its
                  Class A  preferred  stock in  exchange  for  $16,000  cash and
                  $4,000  which was  previously  paid for the  former  preferred
                  stock.  Total  consideration  for the 20,000 Class A preferred
                  stock was $20,000, or $1.00 per share.

                  The Company has  declared no  dividends  through  February 29,
                  2000.

(4)      Related Party Transactions

         a)       Long-term debt

                  The Company issued a $30,000  promissory note to the holder of
                  its Class A  preferred  stock in order to provide  the Company
                  with working capital until a suitable merger  candidate can be
                  found.  The promissory note has an eighteen month maturity and
                  accrues interest at the rate of ten percent per year.  Payment
                  for the  principal and interest on the note is due on July 13,
                  2001.

         b)       Short-term borrowings

                  During the year  ended  February  29,  2000,  an  officer  and
                  director of the  Company  loaned the Company a total of $1,900
                  for short-term  working capital  advances.  The Company repaid
                  the entire $1,900 before year end.

         c)       Rent expense

                  During the year ended  February 29, 2000 the Company moved its
                  principal  offices to 1629 York  Street - Suite  101,  Denver,
                  Colorado 80206.  An officer and director  continues to provide
                  office space to the Company.  Rent  expense is  recognized  at
                  $100 per month  based on the fair value of the space  received
                  and is considered  contributed rent since the officer does not
                  expect to be repaid.

(5)      Major Customer

The  Company  earned 100  percent  of its  $2,500 in revenue  for the year ended
February 29, 2000 from a single customer.

                                      F-11

                                                                              25


<PAGE>



                          CONTEX ENTERPRISE GROUP, INC.

                          (A Development Stage Company)

                          Notes to Financial Statements

(6)      Income Taxes

A reconciliation of the U.S.  statutory federal income tax rate to the effective
rate is as follows:

                                                              February 29,
                                                                  2000
                                                              ------------
U.S. federal statutory rate ..................................     -15.00%
State income tax rate,
  net of federal benefit .....................................       5.46%
Net operating loss for which no tax
  benefit is currently available .............................       9.54%
                                                              ------------
                                                                     0.00%
                                                              ============

At February 29, 2000, deferred taxes consisted of a net tax asset of $3,256, due
to operating loss  carryforwards of $17,103,  which was fully allowed for in the
valuation  allowance of $3,256. The valuation allowance offsets the net deferred
tax  asset  for which  there is no  assurance  of  recovery.  The  change in the
valuation  allowance  for the year  ended  February  29,  2000 was  $2,176.  Net
operating loss carryforwards will begin to expire in 2012.

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.

                                      F-12

                                                                              26


<PAGE>



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

     In December  1999,  the Company  filed a Form 8-K with the  Securities  and
Exchange Commission, advising that the firm of Kish, Leake & Associates P.C. had
resigned and been replaced with the firm of Cordovano & Harvey,  P.C.,  who have
audited the Company's financial statements included herein. The Company filed an
amendment  to  the  aforesaid  Form  8-K  in  February   2000.   There  were  no
disagreements between management and the firm of Kish, Leake & Associates P.C.

                                    PART III

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

     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers continue in office at the pleasure of the Board of Directors.

     The Directors and Officers of the Company as of the date of this report are
as follows:

Name                       Age          Position
--------------------       ---          -----------------------

Gary G. Clark              57           President and Director

Gerald H. Trumbule         60           Secretary and Director

     All Directors of the Company will hold office until the next annual meeting
of the  shareholders  and until  successors  have been  elected  and  qualified.
Officers of the Company  are elected by the Board of  Directors  and hold office
until their death or until they resign or are removed from office.

     There are no family  relationships among the officers and directors.  There
is no arrangement or understanding  between the Company (or any of its directors
or officers) and any other person  pursuant to which such person was or is to be
selected as a director or officer.

     (b) Resumes:

     Gary G. Clark,  President and a director.  Mr. Clark has held his positions
with the Company since September 1999. In addition,  since November 1997, he has
been a sales  associate at Circuit  City,  Denver,  Colorado.  From 1994 through
April 1999,  Mr. Clark was President of Applied  Capital  Funding Inc.,  Denver,
Colorado,  a privately held Colorado corporation engaged in residential mortgage
brokerage services. He devotes only such time as necessary to the

                                                                              27


<PAGE>



business of the Company, which is not expected to exceed 20 hours per month.

     Gerald H.  Trumbule,  Secretary and a director.  Mr.  Trumbule has held his
positions with the Company since  September  1999. In addition,  since 1984, Mr.
Trumbule has been President of ECC, Inc., a privately held Colorado  corporation
engaged in corporate computer  training.  Mr. Trumbule received a Masters degree
from the  University of  Pennsylvania  in 1966 and a Bachelor of Science  degree
from the  University of Maryland in 1965. He devotes only such time as necessary
to the  business of the  Company,  which is not  expected to exceed 20 hours per
month.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers,  directors  and person who own more than 10% of the  Company's  Common
Stock to file reports of ownership and changes in ownership  with the Securities
and Exchange  Commission,  provided  that there were any changes to such persons
respective  stock holdings in the Company during the previous fiscal year. Based
upon information  provided to the Company,  both Messrs.  Clark and Trumbule did
not file a Form 3 with the SEC upon assuming their respective positions with the
Company  in  December  1999  within  the  time  parameters  required,  but  have
subsequently  filed the same.  Also,  Messrs.  Turner and Hawkins filed a Form 5
with the SEC  advising of their  resignation  in December  1999,  but filed this
report late.  According  to the  aforesaid  Forms,  there were no changes in the
securities holdings of any person during the past fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION.

     Neither of the Company's  officers and directors  receive any  compensation
for their respective services rendered unto the Company,  nor have they received
such  compensation  in the past.  Current  management have agreed to act without
compensation  until authorized by the Board of Directors,  which is not expected
to occur  until  the  Company  has  generated  revenues  from  operations  after
consummation of a merger or acquisition.  None of the directors are accruing any
compensation pursuant to any agreement with the Company.

     It is possible that, after the Company successfully consummates a merger or
acquisition  with an  unaffiliated  entity,  that entity may desire to employ or
retain one or a number of members of the Company's  management  for the purposes
of  providing  services  to the  surviving  entity or  otherwise  provide  other
compensation to such persons.  However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be  a  consideration  in  the  Company's  decision  to  undertake  any  proposed
transaction.  Each member of management  has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be

                                                                              28


<PAGE>



paid to them by any entity which  proposes to undertake a  transaction  with the
Company and further, to abstain from voting on such transaction. Therefore, as a
practical  matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective  merger or acquisition  candidate,
the  proposed  transaction  will  not be  approved  by the  Company's  Board  of
Directors  as a result of the  inability of the Board to  affirmatively  approve
such a transaction.

     It is  possible  that  persons  associated  with  management  may  refer  a
prospective  merger or  acquisition  candidate to the Company.  In the event the
Company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated  that this 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  will  be in  the  form  of  cash
consideration.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
Company has insufficient cash available.  The amount of such finder's fee cannot
be determined as of the date of this Report, but is expected to be comparable to
consideration normally paid in like transactions. No member of management of the
Company will receive any finders fee, either directly or indirectly, as a result
of their  respective  efforts to implement the Company's  business plan outlined
herein.

     The Company  maintains a policy whereby the directors of the Company may be
compensated  for  out of  pocket  expenses  incurred  by  each  of  them  in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during the fiscal year ended February 29, 2000.

     The Company  reimburses  each  executive  officer for expenses  incurred on
behalf of the Company on an out-of-pocket  basis.  However,  the Company did not
reimburse any expenses during the fiscal year ended February 29, 2000.

     There  are no bonus  or  incentive  plans  in  effect,  nor are  there  any
understandings  in place  concerning  additional  compensation  to the Company's
officers.

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

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

     The table below lists the  beneficial  ownership  of the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well

                                                                              29


<PAGE>



as by all directors and officers of the issuer. Unless otherwise indicated,  the
shareholders listed possess sole voting and investment power with respect to the
shares shown.

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

--------    -------------------------   ----------     ----------

Common      Gary G. Clark(1)              60,000           2.7%
            1530 S. Eudora St.
            Denver, CO 80222

Common      Gerald Trumbule(1)            60,000           2.7%
            1629 York St.
            Denver, CO 80206

Common      Eastbury Consultants Ltd.    200,000           8.9%
            54-58 Athol St. 4th Floor
            Douglas, Isle of Man 1MI IJD
            British Isles

Common      All Officers and             120,000           5.4%
            Directors as a
            Group (2 persons)
-----------------
(1)      Officer and director of the Company

     The  balance  of the  Company's  outstanding  Common  Shares are held by 39
persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company  currently  operates  from its offices at 1629 York St.,  Suite
101,  Denver,  Colorado  80206.  This space is provided to the Company by Gerald
Trumbule,  an officer and director of the Company,  and the Company is obligated
to pay a monthly rental charge of $100 to Mr. Trumbule,  which charge is accrued
by the Company.  It is anticipated  that this arrangement will remain until such
time as the Company successfully consummates a merger or acquisition.

     Also,  during the fiscal years ended  February 28, 1999 and until  December
15, 1999, the Company's  principal place of business was provided by Ed Hawkins,
an officer of the Company during the applicable time. This space was provided to
the Company on a rent free basis by Mr. Hawkins.

     During the fiscal  year ended  February  29,  2000,  the  Company  issued a
$30,000 promissory note to the holder of its Class A Preferred Stock in order to
provide the Company with working

                                                                              30


<PAGE>



capital until a suitable merger or acquisition is consummated.  This note is due
on or before July 13, 2001 and accrues interest at the rate of 10% per annum.

     In  addition,  during  the fiscal  year ended  February  29,  2000,  Gerald
Trumbule, an officer and director of the Company,  loaned the Company a total of
$1,900 for short term working  capital  advances.  The entire balance was repaid
prior to February 29, 2000.

     There  have  been  no  other  related  party  transactions,  or  any  other
transactions or relationships  required to be disclosed  pursuant to Item 404 of
Regulation S-B.

                                     PART IV

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

(a)   Exhibits

         3.1*   Certificate and Articles of Incorporation

         3.2*   Bylaws

         3.3*   Restated Articles of Incorporation

         3.4    Articles of Amendment to Articles of Incorporation

         EX-27  Financial Data Schedule

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB, filed on January 29, 1999, and are incorporated by reference herein.

(b)      Reports on Form 8-K

     The Company  filed a report on Form 8-K dated  December 22, 1999,  advising
that the  Company  had  received  a letter of  resignation  from  Kish,  Leake &
Associates,  P.C.,  the Company's  independent  accountant  for the fiscal years
ended  February  29, 1999  and  1998.  This  firm was  replaced  by the firm of
Cordovano & Harvey,  P.C., who have audited the Company's  financial  statements
included herein. The Company filed an amendment to this Form 8-K on February 14,
2000.

                                                                              31


<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on June 13, 2000.

                                       CONTEX ENTERPRISE GROUP, INC.
                                       (Registrant)


                                       By:s/ Gary G. Clark
                                          ----------------------------
                                          Gary G. Clark, President



     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on June 13, 2000.

s/ Gary G. Clark
--------------------------
Gary G. Clark,
President and Director


s/ Gerald H. Trumbule
--------------------------
Gerald H. Trumbule
Secretary and Director

                                                                              32


<PAGE>



                          CONTEX ENTERPRISE GROUP, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000

EXHIBITS                                                                Page No.

  EX-3.4    Articles of Amendment
               to Articles of Incorporation...................................34

  EX-27     Financial Data Schedule...........................................36



                                                                              33


<PAGE>



                            ARTICLES OF AMENDMENT

                                    OF THE

                           ARTICLES OF INCORPORATION
                                                       19991237733  C
                                       OF              $  25.00
                                                       SECRETARY OF STATE
                            MESA COUNTY BREWING CO.    12-17-1999  16:09:06

     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to the
Articles of  Incorporation.  These Articles set forth provisions of the Articles
of Incorporation, as amended, and supercedes those Articles being amended.

FIRST:            The name of the corporation is Mesa County Brewing Co.

SECOND:           The  amendments  to  Articles  I and  VII of the  Articles  of
                  Incorporation were adopted by a vote of the board of directors
                  and the  shareholders  on  December  15,  1999.  The number of
                  shares  voted for the amended  Articles of  Incorporation  was
                  sufficient for approval.  Article I and Article VII are hereby
                  amended to read as follows:

                                    ARTICLE I
                                      Name
                                      ----

     The name of the Corporation is Contex Enterprise Group, Inc.


                                   ARTICLE VII
              Registered and Principal Office and Registered Agent
              ----------------------------------------------------

     The registered office and principal office of the Corporation is located at
1629 York Street,  Denver,  Colorado 80206, and the name of the registered agent
of the Corporation at such address is Gerald H. Trumbule.

     All other Articles of the Articles of Incorporation remain unchanged.

                                      --1--

                                                                              34


<PAGE>


     IN WITNESS WHEREOF, the undersigned has set his hand and seal this 15th day
of December, 1999.

FOR THE BOARD OF DIRECTORS:



s/Gerald H. Trumbule
------------------------------------------------------------
Gerald H. Trumbule, Director

                                CONSENT OF AGENT

     The  undersigned  hereby  consents  to  continue  acting  as agent for this
corporation  under Article 105 of the Colorado  Business  Corporation Act, until
such time as he resigns such position.

s/Gerald H. Trumbule
------------------------------------------------------------
Gerald H. Trumbule, 1629 York Street, Denver, Colorado 80206



























                                      --2--

                                                                              35