Form 10-KSB
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
(Mark One)
[X] Annual  report under section 13 or 15(d) of the  Securities  Exchange Act of
1934 
For the fiscal year ended February 28, 1999.
[ ] Transition  report pursuant  section 13 or 15(d) of the Securities  Exchange
Act of 1934
For the transition period from ................to.................
Commission file number: 0-25319

                             Mesa County Brewing Co.
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

           Colorado                                               84-1191355
           --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

4155 E. Jewell Ave., #909, Denver, Colorado                          80222
-------------------------------------------                          -----
(Address of principal executive offices)                           (Zip Code)

Issuer's telephone number, (303) 691-6163
Issuer's facsimile number, (303) 6915154

                                      NONE
                                      ----
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  [X] State issuer's  revenues for its most
recent  fiscal year:  $0.00 State the  aggregate  market value of the voting and
non-voting  common  equity held by  non-affiliates  computed by reference to the
price at which the common equity was sold, or the average bid and asked price of
such  common  equity,  as of a  specified  date  within  the past 60 days.  (See
definition  of  affiliate in Rule 12b-2 of the Exchange  Act.) $0.00.  Note:  If
determining whether a person is an affiliate will involve an unreasonable effort
and expense,  the issuer may calculate the aggregate  market value of the common
equity held by  non-affiliates  on the basis of reasonable  assumptions,  if the
assumptions are stated.

<PAGE>


(Issuers involved in bankruptcy proceeding during the past five years)
Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section  12,13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ] NOT APPLICABLE

(Applicable only to corporate registrants)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,240,000.

Documents incorporated by reference
If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (check one):Yes.[X]; No...

     In accordance with paragraph H of the General  Instructions  the registrant
has elected to provide the information set forth under "Information  Required in
Annual Report of Transitional Small Business Issuers."

                                     PART I

                                 Alternative 1.
                                 --------------

     The Company has elected to furnish the information required by Questions 1,
3, 4, 11, 14- 20, 28-43, 45, and 47-50 of Model A of Form 1-A, as follows:

                                   THE COMPANY

2.   Exact corporate name: Mesa County Brewing Co.
     State and date of incorporation: Colorado - September 16, 1991.

     Street address of principal  office:  4155 East Jewell  Avenue,  Suite 909,
     Denver, Colorado 80222

     Company Telephone Number: 303-691-6163        Fiscal Year: February 28.
     Person(s) to contact at Company: Edward H. Hawkins
     Telephone Number (if different from above:) N/A


                            BUSINESS AND PROPERTIES/

3.   With respect to the business of the Company and its properties:

<PAGE>


     (a)  Describe in detail what  business the Company does and proposes to do,
including what products or goods are or will be produced or services that are or
will be rendered.

          The Company is a small  organization,  just  beginning its  operation,
          despite the fact the Company was  incorporated  in 1991.  The officers
          and  directors  as well as some of the  shareholders  are  admirers of
          various  types of beers  being  brewed  by small  breweries,  and have
          observed that, although each brewing facility distributes  information
          about its organization and products,  there is no consolidated printed
          information  which can be  distributed  to the general  beer  drinking
          public  by  microbreweries  and  brewpubs  as  promotional  materials.
          Information  by trade  associations  is slanted  toward brewers rather
          than the beer drinking  public.  As a result the Company believes that
          is a niche that can be filled in  disbursing  information  about craft
          beers and the people and organizations who brew them.

          The Company produces and proposes to produce consolidated  information
          and data relating to brewpubs and  microbreweries  located in the area
          generally  described  as the Rocky  Mountain  area,  comprised  of the
          states of Montana,  Wyoming,  Utah, Colorado,  Arizona and New Mexico,
          and the various beers which are brewed by these establishments.

     (b) Describe how these  products or services are to be produced or rendered
and how and when the Company intends to carry out its activities. If the Company
plans  to offer a new  product(s),  state  the  present  stage  of  development,
including  whether or not a working  prototype(s)  is in existence.  Indicate if
completion of development of the product would require a material  amount of the
resources  of the Company,  and the  estimated  amount.  If the Company is or is
expected to be dependent upon one or a limited number of suppliers for essential
raw  materials,  energy or other items,  describe.  Describe any major  existing
supply contracts.

          Information and data about brewpubs and  microbreweries  are collected
          and  assembled  in part from  public  state  and  federal  data  banks
          relating to liquor and restaurant licensing.  In addition, the Company
          acquires  information  and retail  documentation  from  various  trade
          associations   and   organizations.   This  information  is  compiled,
          catalogued and disbursed in several ways including printed  brochures,
          pamphlets,    promotional   items,   and   through   internet   sites.
          Preliminarily,  the  acquisition and assemblage of the information and
          data will not require a material amount of resources of the Company.

     (c)  Describe  the  industry  in which the Company is selling or expects to
sell its products or services  and,  where  applicable,  any  recognized  trends
within that industry. Describe that part of the industry and the geographic area
in which the business competes or will compete.

     Indicate whether competition is or is expected to be by price,  service, or
other  basis.  Indicate  (by  attached  table if  appropriate)  the  current  or
anticipated  prices or price ranges for the Company's  products or services,  or
the formula for determining  prices,  and how these prices compare with those of
competitors' products or services,  including a description of any variations in

<PAGE>


product or service features. Name the principal competitors that the Company has
or expects to have in its area of  competition.  Indicate the relative  size and
financial  and market  strengths  of the  Company's  competitors  in the area of
competition in which the Company is or will be operating.  State why the Company
believes it can  effectively  compete with these and other companies in its area
of competition.

          According to numerous sources,  there are  approximately  thirty-three
          specialty   breweries  in  the  United  States,   four  hundred  fifty
          microbreweries, and eight hundred, fifty brewpubs. A specialty brewery
          is defined in the brewing  industry as a brewery which  specializes in
          an all-malt, specialty, proprietary beer. A microbrewery is defined as
          a brewery  which  brews its beer in small  amounts,  less than  15,000
          barrels per year and distributes  only in its local area. A brewpub is
          a brewery which is self contained within, or adjacent to, a restaurant
          and is generally  designed to mimic a British or Irish pub. Brewers of
          these  types  are  generally  lumped  together  in  a  term  known  as
          "craft-brewers."

          Additionally there are approximately 142 contract brewers that brew or
          sell private  label beer for their  clients.  These brewers may or may
          not brew  one or more  specialty  beers  with  their  own  label.  The
          Institute  for  Brewing  Studies,  a division  of the  Association  of
          Brewers  reports that the total  craft-brewing  industry dollar volume
          for 1996 was $2.867 trillion.

          In the  company's  target  sales  area,  there are  approximately  145
          microbrewers  and  brewpubs in the State of Colorado  with the largest
          grouping  in  metropolitan  Denver  numbering  54.  The  next  largest
          grouping is north of Denver encompassing Boulder and Ft. Collins, each
          being college towns and numbering in total 31. There are approximately
          14 of such  establishments in Arizona, 14 in Montana, 3 in Wyoming, 11
          in Utah,  and 13 in New  Mexico.  The exact  number of  establishments
          changes  frequently as some  organizations  founder and close,  others
          consolidate and merge,  while other new ones emerge from time to time.
          The Company sees this fluctuating  number of microbrewers and brewpubs
          as an  advantage  to  its  business  as  the  documentation  of  these
          organizations  and the products they produce will, of necessity,  need
          to be updated monthly or quarterly.

          Exact data for microbreweries and brewpubs from trade associations and
          other data banks have been, and will likely continue to be,  difficult
          to obtain and the most recent reliable  information is for the product
          year 1996.  The Company has been able to generate only a smattering of
          national  information  for the  years  1997  and  1998.  Although  the
          craft-brewing industry does not attempt to discourage the gathering of
          such  information,  the  units  of the  industry  are so  wide-spread,
          fast-growing and diversified that the industry  associations may quite
          possibly find it difficult to keep up with the facts.

          The Company does not intend to become a gathering or source depository
          for industry data, but will report such data to media and  promotional
          organizations. The primary  thrust of the Company is the  coordinate a


<PAGE>

          listing of microbrews  and brewpubs for release to the general  public
          as an encouragement to patronize these establishments and products. To
          facilitate   this  publishing   effort,   the  Company  will  rely  on
          advertising revenue for space sales in printed and internet media. The
          printed  materials  will be made  available  to  advertisers  for free
          handouts at various public events, gatherings, concerts, etc.

          Competition  from other  companies  which may or may not be engaged in
          the same or similar  business is difficult to ascertain at the present
          time. General circulation  newspapers publish local restaurant and bar
          information from time to time in restaurant and entertainment  guides,
          but the Company has determined  that these listings are infrequent and
          often times obsolete after several months.  Some data are disbursed by
          industry  associations  but this information is usually of a technical
          nature and of small use to retail  customers of microbrewery  products
          and brewpubs.  The Company believes it can compete  successfully as it
          has determined  that although the  information  and data are available
          from many  scattered  sources  in  numerous  forms,  no company to the
          Company's  knowledge has yet compiled such information in an organized
          and useful  manner  with the thrust to the  retail  customer  and beer
          affectionados.

     (d) Describe specifically the marketing strategies the Company is employing
or will employ in  penetrating  its market or in  developing  a new market.  Set
forth in response to Question 4 below the timing and size of the results of this
effort  which  will be  necessary  in order for the  Company  to be  profitable.
Indicate how and by whom its products or services are or will be marketed  (such
as by advertising,  personal  contact by sales  representatives,  etc.), how its
marketing  structure  operates or will  operate  and the basis of its  marketing
approach,  including any market studies. Name any customers that account for, or
based upon existing orders will account for a major portion (20% or more) of the
Company's sales. Describe any major existing sales contracts.

     The Company intends to market its products to  microbreweries  and brewpubs
     as  advertisers  in its printed and other  media.  The Company will use its
     officers to accomplish the  commencement of its sales  advertising  efforts
     and may, at the Company's  option,  employ  independent  advertising  sales
     organizations  to sell its advertising on a commission  basis.  The Company
     does not have any contracts at the time of this registration.

     In addition, the Company will sell brochures and pamphlets to businesses as
     "give-aways"  carrying the business'  advertising.  The Company  intends to
     derive its revenues,  among other things, from the sale of these brochures,
     pamphlets,  and advertising space in such publications.  To accomplish some
     of this activity the Company will attend  brewing and beer tasting  parties
     to display and distribute  samples of the advertising  pieces.  The Company
     expects its first  publications  will be flyers and small brochures listing
     brewpubs and microbreweries in the Denver metropolitan area.


     (e) State the backlog of written firm orders for products  and/or  services
as of a recent date (within the last 90 days) and compare it with the backlog of
a year ago from that date:


<PAGE>


                  As of: 03/01/99                 $ -0-
                     (a recent date)

                  As of: 03/01/99                 $ -0-
                   (one year earlier)

     Explain the reason for significant  variations between the two figures,  if
     any.  Indicate what types and amounts of orders are included in the backlog
     figures.  State the size of  typical  orders.  If the  Company's  sales are
     seasonal or cyclical, explain. NOT APPLICABLE

     (f) State the number of the  Company's  recent  employees and the number of
employees it anticipates it will have within the next 12 months.  Also, indicate
the number of type of  employee  (i.e.,  clerical,  operations,  administrative,
etc.) The Company will use, whether or not any of them are subject to collective
bargaining  agreements,  and the expiration date(s) of any collective bargaining
agreement(s). If the Company's employees are on strike, or have been in the past
three years,  or are threatening to strike,  describe the dispute.  Indicate any
supplemental  benefits or  incentive  arrangements  the Company has or will have
with its employees.

          The only employees of the Company are its President and Secretary. The
          Company has made no determination about additional  employees.  If the
          revenues of the Company are obtained  through its  advertising  sales,
          the  Company  estimates  that it may  need to hire up to  three  staff
          employees in a clerical jobs. Additionally,  the Company may, as noted
          above,  employ contract sales persons or organizations on a commission
          basis to assist in its marketing of advertising.


     (g) Describe generally the principal properties (such as real estate, plant
and  equipment,  patents,  etc.) That the  Company  owns,  indicating  also what
properties  it leases and a summary of the terms under those  leases,  including
the amount of payments,  expiration  dates and the terms of any renewal options.
Indicate what properties the Company intends to acquire in the immediate future,
the cost of such  acquisitions and the sources of financing it expects to use in
obtaining these properties, whether by purchase, lease or otherwise.

          The  Company  owns no  properties  and does not  contemplate  any such
          ownership in the near future.

     (h) Indicate  the extent to which the  Company's  operations  depend or are
expected to depend upon patents,  copyrights,  trade secrets,  know-how or other
proprietary  information  and the steps  undertaken  to secure and protect  this
intellectual  property,   including  any  use  of  confidentiality   agreements,
covenants-not-to-compete  and  the  like.  Summarize  the  principal  terms  and
expiration  dates of any significant  license  agreements.  Indicate the amounts
expended by the  Company for  research  and  development  during the last fiscal
year, the amount  expected to be spent this year and what percentage of revenues
research and development expenditures were for the last fiscal year.


<PAGE>



          The Company  does not depend on patents,  copyrights,  trade  secrets,
          proprietary know-how. The Company anticipates that some of its printed
          and other  materials  will be  copyrighted.  The  Company  expended no
          monies for research and development in previous years.

     (i) If the  Company's  business,  products,  or  properties  are subject to
material regulation (including  environmental  regulation) by federal, state, or
local  governmental  agencies,  indicate the nature and extent of regulation and
its effects or potential effects upon the Company.

          The  Company  is  not  subject  to  governmental   regulation  in  its
          publishing  efforts  other than local  state and  municipal  sales tax
          licenses.

     (j) State the names of any  subsidiaries  of the  Company,  their  business
purposes  and  ownership,  and  indicate  which are  included  in the  Financial
Statements attached hereto. If not included, or if included by not consolidated,
please explain.

          NONE

     (k)  Summarize  the  material  events  in the  development  of the  Company
(including any material mergers or acquisitions)  during the past five years, or
for  whatever  lesser  period the  Company  has been in  existence.  Discuss any
pending or anticipated mergers, acquisitions, spin-offs or recapitalizations. If
the  Company  has  recently   undergone  a  stock  split,   stock   dividend  or
recapitalization  in  anticipation  of  this  offering,   describe  (and  adjust
historical per share figures elsewhere in this Offering  Circular  accordingly).
The Company is unable to ascertain  what this last sentence means as this is not
an offering. Shares have already been sold.

          The Company is substantially a start-up company which, although having
          been  incorporated  in 1991,  has had no operations to this date other
          than the preparatory efforts by its officers and directors in the work
          of identifying  and gathering of information  preliminary to designing
          its advertising campaigns.

4.
     (a)If the Company was not  profitable  during its last  fiscal  year,  list
below in  chronological  order the events which in management's  opinion must or
should occur or the milestones which in management's opinion the Company must or
should  reach in order for the Company to become  profitable,  and  indicate the
expected  manner of occurrence or the expected  method by which the Company will
achieve the milestones.

--------------------------------------------------------------------------------
                                                     Date or number of months
                      Expected manner of occurrence  after receipt of proceeds 
Event of Milestone    or method of achievement       when should be accomplished
================================================================================

Continued gathering      Officers' efforts              3 months
    of data

Design of product        Officers' efforts              4 months

Selling of advertising   Officers' efforts              5 months
                         And commission
                         Sales persons

Publication of data      Officers' efforts              6 months


<PAGE>


     (b) State the probable  consequences  to the Company of delays in achieving
each  of  the  events  or  milestones  within  the  above  time  schedule,   and
particularly  the effect of any delays upon the  Company's  liquidity in view of
the Company's then anticipated level of operating costs. (See Question No. 11)

          If the Company is unable to meet its  deadline in the  accomplishments
          of the above milestones,  the Company may be faced with the raising of
          additional  equity funds to continue its business  plan.  In this case
          there is no  assurance  whatsoever  that the  Company  will have these
          funds  available.  If not, the Company may not be able to continue its
          operation.

11.  Indicate  whether the Company is having or  anticipates  having  within the
     next 12 months any cash flow or liquidity problems and whether or not it is
     in default or in breach of any note, loan,  lease or other  indebtedness or
     financing arrangement requiring the Company to make payments. Indicate if a
     significant  amount  of the  Company's  trade  payables  have not been paid
     within the stated trade term.  State  whether the Company is subject to any
     unsatisfied  judgments,  liens or  settlement  obligations  and the amounts
     thereof. Indicate the Company's plans to resolve any such problems.

     The Company has no debt and no judgements pending or otherwise. The Company
     does not  anticipate  any cash  flow  problems  and  believes  it will have
     sufficient  cash to operate during the next twelve months.  If in the event
     the Company determines it needs to raise additional  operating capital, the
     Company  believes the most appropriate form would be a debt offering rather
     than additional  equity  formation.  Since the Company does not contemplate
     such an offering at the date of this  registration  statement,  the Company
     has not determined any amount to raise.

                    DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS

28.      If the  Company  has within the last five  years paid  dividends,  made
distributions  upon its stock or redeemed any  securities,  explain how much and
when:

         NONE

<PAGE>

                    OFFICERS AND KEY PERSONNEL OF THE COMPANY


28.  Chief Executive Officer:                         Title: President
     Name: Robert R. Turner                           Age: 52
     Office Street Address: 4155 E. Jewell Avenue     Telephone No: 303-691-6163
                            Denver, CO 80222

Name of  employers,  titles and dates of  positions  held during past five years
with an indication of job responsibilities:

     ROBERT R. TURNER has been the  Secretary  and Director of the Company since
January 15, 1998. Mr. Turner is also the manager of Accoustic  Music Revival,  a
musical instrument retail store. Additionally,  since 1965, Mr. Turner has been,
and  currently  is,  the  President  of  Turner   Company,   a  privately  owned
communications  company based in Denver,  Colorado and Unicorn Publishing Co., a
privately  held  music  recording  and  publishing  company.  Mr.  Turner  is  a
performing  artist  and  musician  with  30  years  experience  as a  marketing,
communications and advertising executive in record and audio-visual  production,
entertainment  performing and management,  public relations;  and a professional
composer, writer, producer, artist in music, television, and motion pictures. As
a  professional  entertainer  he has  appeared  at  Hollywood  Bowl,  Hollywood,
California;  Harrah's Club,  Lake Tahoe (Andy Griffith Show);  Sands Hotel,  Las
Vegas (Jerry Lewis Show);  Showboat Hotel, Las Vegas; London House, Chicago; Ice
House, Pasadena,  California; College concerts and nightclubs across the country
and special  concerts in England,  Switzerland  and France.  He has received the
following  awards for his creative work in advertising  production:  Grand ALFIE
AWARD,  Denver Advertising  Federation,  "Colorado  Department of Tourism" 1985;
ALFIE AWARD,  D.A.F.  "Wood Bros.  Homes" 1985;  ALFIE AWARD,  D.A.F.  "Colorado
Better Air" 1985;  ALFIE AWARD,  D.A.F.  "J. C. Penney"  1981;  and National Art
Directors, "J. C. Penney" 1981. Mr. Turner was also the Secretary of Pub Singin'
Inc., a private  publishing  company from January 15, 1997 to March 1 1998.  Mr.
Turner attended the University of Colorado,  Boulder, Colorado 1961-1964, Major:
Business  Administration,  Minor: Economics, and Colorado School of Mines, 1965,
Engineering.  He has been a Guest  Lecturer  at  Metro  State  College,  Denver,
Colorado and the University of Colorado-Denver.  Mr. Turner holds memberships in
the National Academy of Recording Arts and Science (NARAS),  Screen Actors Guild
(SAG),  American  Federation of Television and Radio Artists  (AFTRA),  American
Federation of Musicians (AF of M), and Alpha Tau Omega Fraternity.

Education  (degrees,  school,  and dates): Mr. Turner is a graduate of Lakewood,
Colorado High School. He attended the University of Colorado,  Boulder, Colorado
1961-1964, Major: Business Administration, Minor: Economics, and Colorado School
of  Mines,  1965,  Engineering.  He has been a Guest  Lecturer  at  Metro  State
College, Denver, Colorado and the University of Colorado-Denver.

Also a Director of the Company?     [x] Yes    [ ] No


<PAGE>

Indicate  amount of time to be spend on Company  matters if less than full time:
Two days per month until fully operational.

31. Chief Financial Officer:                          Title: Secretary
    Name: Edward H. Hawkins                           Age: 74
    Office Street Address: 4155 E. Jewell Avenue      Telephone No: 303-691-6163
                           Denver, CO 80222

Name of employers, titles and dates of position held during past five years with
an indication of job responsibilities:

     EDWARD H. HAWKINS has been the  Secretary of the Company  since January 15,
1998.  Mr.  Hawkins is a  management  and  financial  consultant  employed by RH
Consulting Group, Inc., Denver, Colorado. He is also a published author of three
novels and a motion picture screenwriter, producer and director, having produced
over 100 motion  pictures and television  programs.  He is also the Secretary of
Sheffield Rounds, Ltd., a private publisher of archery information.

Education  (degrees,   schools,  and  dates):  Mr.  Hawkins  is  a  graduate  of
Osawatomie,  Kansas High  School.  He attended  University  of  California - San
Francisco Art College and adult education classes at Colorado University. He has
been  a  guest  media  instructor  at  Arapahoe  Community  College,  Littleton,
Colorado.

Also a Director of the Company?      [X] Yes    [ ] No

     Indicate  amount of time to be spend on  Company  matters if less than full
time: Four days a month until fully operational.

                            DIRECTORS OF THE COMPANY

33.  Number of Directors:   2.

     If Directors are not elected annually,  or are elected under a voting trust
     or other arrangement, explain: NOT APPLICABLE.

34.  Information   concerning  outside  or  other  Directors  (i.e.,  those  not
     described above): NOT APPLICABLE.


     1. Name:                                  Age:
        Office Street Address:                 Telephone No:

     Names of  employers,  titles and dates of  positions  held during past five
     years  with an  indication  of job  responsibilities:  Education  (degrees,
     schools, and dates):

     2. Name:                                  Age:
        Office Street Address:                 Telephone No:

     Names of  employers,  titles and dates of  positions  held during past five
     years with an indication of job responsibilities:

     Education (degrees, schools, and dates):

<PAGE>


35.  (a)  Have any of the  Officers  or  Directors  ever worked for or managed a
          company  (including  a separate  subsidiary  or  division  of a larger
          enterprise) in the same business as the Company? [ ] Yes [x] No

          Explain:

     (b)  If any of the  Officers,  Directors or other key  personnel  have ever
          worked for or managed a company in the same  business  or  industry as
          the  Company  or in a related  business  or  industry,  describe  what
          precautions,  if any, (including the obtaining of releases or consents
          from  prior  employers)  have been taken to  preclude  claims by prior
          employers for conversion or theft of trade secrets,  know-how or other
          proprietary information.

          The officers and  directors  have never worked for or been involved in
          the operation of a company which  assembles and publishes  information
          and date pertaining to the microbrew and brewpub industries.

     (c)  If the Company has never  conducted  operations or is otherwise in the
          development  stage,  indicate whether any of the Officers or Directors
          has ever  managed any other  company in the  start-up  or  development
          stage and describe the circumstances, including relevant dates.

          The officers and directors of the Company have never managed any other
          company in the  development  stage  similar to the  operations  of the
          Company.

     (d)  If any of the  Company's  key  personnel  are  not  employees  but are
          consultants  or other  independent  contractors,  state the details of
          their engagement by the Company.

          NONE

     (e)  If the  Company  has key man  life  insurance  policies  on any of its
          Officers, Directors or key personnel,  explain, including the names of
          the persons  insured,  the amount of insurance,  whether the insurance
          proceeds are payable to the Company and whether there are arrangements
          that  require  the  proceeds  to be used to redeem  securities  or pay
          benefits to the estate of the insured person or a surviving spouse.

          NONE

<PAGE>


36.  If a petition  under the  Bankruptcy  Act or any State  insolvency  law was
     filed by or against the  Company or its  Officers,  Directors  or other key
     personnel, or a receiver,  fiscal agent or similar officer was appointed by
     a  court  for  the  business  or  property  of  any  such  persons,  or any
     partnership in which any of such persons was a general partner at or within
     the past five years,  or any  corporation or business  association of which
     any such person was an executive  officer at or within the past five years,
     set forth below the name of such  persons,  and the nature and date of such
     actions.

     NOT APPLICABLE.


                             PRINCIPAL STOCKHOLDERS

37.  Principal owners of the Company at the date of this registration  statement
     (those who  beneficially  own  directly  or  indirectly  10% or more of the
     common and preferred stock presently outstanding) starting with the largest
     common  stockholder.  Include  separately  all common stock  issuable  upon
     conversion of  convertible  securities  (identifying  them by asterisk) and
     show average  price per share as if conversion  has  occurred.  Indicate by
     footnote if the price paid was for a consideration  other than cash and the
     nature of any such consideration.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------
                                           Average                        No. of Shares
                               Class       Price      No. of      %       Held After        %
                               of          Per        Shares      of      Offering if All   of
                               Shares      Share      Now Held    Total   Securities Sold   Total
-------------------------------------------------------------------------------------------------
 
<S>                            <C>         <C>        <C>         <C>        <C>            <C>
Name: Robert R. Turner         Common      $.0005     60,000        3%         3%             3%
Office Street Address:
4155 E. Jewell Avenue
Denver, CO 80222
Telephone No:
303.691-6163
Principal occupation:
Writer, Musician

Name: Edward H. Hawkins        Common      $.0005     60,000        3%         3%             3%
Office Street Address:
4155 E. Jewell Avenue
Denver, CO 80222
Telephone No:
303-691-6163
Principal occupation:
Multi-Media Consultant

Name: Eastbury Enterprises
Limited                        Preferred   $.10        4,000      100%       100%           100%
Roger J. Bennett, President
Office Street Address
4th Floor, 54-58 Athol Street 

</TABLE>

<PAGE>


Douglas, Isle of Man IM1 1JD 
Principal occupation 
Investment company:


38.  Number of shares  beneficially  owned by Officers and Directors as a group:
     (Note: This is not an offering. But Alternative 1, requires this item)

     Before offering 120,000 shares (6% of total outstanding)
     After offering: a) Assuming minimum securities sold:
                        120,000 shares (6 % of total outstanding)
                     b) Assuming maximum securities sold:
                        120,000 shares (6% of total outstanding)

     (Assume all options  exercised and all convertible  securities  converted.)
     NOT APPLICABLE


             MANAGEMENT RELATIONSHIPS, TRANSACTIONS AND REMUNERATION

39.  (a)  If  any  of  the  Officers,  Directors,  key  personnel  or  principal
          stockholders are related by blood or marriage,  please  describe. 
          NOT APPLICABLE

     2.   If the Company has made loans to or is doing  business with any of its
          Officers,  Directors,  key  personnel or 10%  stockholders,  or any of
          their  relatives (or any entity  controlled  directly or indirectly by
          any such  persons)  within the last two years,  or  proposes  to do so
          within the future,  explain.  (This  includes sales or lease of goods,
          property  or  services  to or from the  Company,  employment  or stock
          purchase contracts, etc.) State the principal terms of any significant
          loans, agreements, leases, financing or other arrangements.

          NONE

     3.   If any of the  Company's  Officers,  Directors,  key  personnel or 10%
          stockholders  has  guaranteed or co-signed  any of the Company's  bank
          debt or other  obligations,  including any  indebtedness to be retired
          from the  proceeds  of this  offering,  explain  and state the amounts
          involved.

          NONE.

40.  (a)  List all  remuneration  by the Company to Officers,  Directors and key
          personnel for the last fiscal year:

          No  remuneration  was paid to the officers or directors of the Company
          during the past fiscal year.

41.  (a)  Number of shares subject to issuance under presently outstanding stock
          purchase agreements,  stock options, warrants or rights: shares ( % of
          


<PAGE>


          total shares to be outstanding after the completion of the offering if
          all securities  sold,  assuming  exercise of options and conversion of
          convertible   securities).   Indicate  which  have  been  approved  by
          shareholders.  State the expiration  dates,  exercise prices and other
          basic terms for these securities:

          NOT APPLICABLE.

     2.   Number of common  shares  subject to  issuance  under  existing  stock
          purchase or option plans but not yet covered by  outstanding  purchase
          agreements, options or warrants: shares.

          NOT APPLICABLE.

     3.   Describe the extent to which future stock purchase  agreements,  stock
          options, warrants or rights must be approved by shareholders.

          NOT APPLICABLE.

42.  If the  business  is  highly  dependent  on the  services  of  certain  key
     personnel,  describe  any  arrangements  to assure that these  persons will
     remain with the Company and not compete upon any termination.

     The  business of the company is highly  dependent  upon the services of the
     officers and directors of the Company.  If these persons were not available
     for any reason,  the Company  feels it would not be difficult to find other
     persons with  like-in-kind  abilities,  but it is undetermined  whether the
     Company could attract such persons at the price or salary which the Company
     might be able to pay. The Company has no  non-compete  agreements  with its
     officers and directors and in the absence of such  agreements,  the Company
     is at  risk  with  respect  to  the  competitiveness  of its  officers  and
     directors  if such  persons  decide to leave the employ of the  Company and
     seek other employment with companies which may be in a position to compete.
     After reviewing the above,  potential  investors should consider whether or
     not the  compensation  to management  and other key  personnel  directly or
     indirectly,  is  reasonable  in view of the present  stage of the Company's
     development.

                                   LITIGATION

43.  Describe  any past,  pending or  threatened  litigation  or  administrative
     action  which  has had or may have a  material  effect  upon the  Company's
     business,  financial condition, or operations,  including any litigation or
     action involving the Company's Officers,  Directors or other key personnel.
     State the names of the principal parties,  the nature and current status of
     the matters,  and amounts  involved.  Give an  evaluation  by management or
     counsel,  to the  extent  feasible,  of the  merits of the  proceedings  or
     litigation and the potential  impact on the Company's  business,  financial
     condition, or operations.

     The  Company  is not  engaged  in any  litigation  of any  kind and none is
     anticipated.


<PAGE>

                              MISCELLANEOUS FACTORS

45.  Describe any other material factors, either adverse or favorable, that will
     or could  affect the  Company or its  business  (for  example,  discuss any
     defaults under major contracts,  any breach of bylaw  provisions,  etc.) or
     which are necessary to make any other information in this Offering Circular
     [registration  statement in this case as this is not an offering  circular]
     not misleading or incomplete.

     The Company is just entering into an enterprise  which may be designated as
     a start-up business. The Company has never engaged in this type of business
     and the members of management have had no experience in the business of the
     Company,  but have similar experience in publication and media. At the time
     of this Annual  Report the Company has no contracts and has had no revenues
     or  profits.  The  Company  has  registered  its  common  stock  under  the
     Securities Exchange Act of 1934, as amended,  with the prospect that in the
     future,  if the Company is  successful in its endeavors as described in its
     business  plan,  the common  stock of the Company  will be traded on one or
     more of the national  exchanges and one of the major  requirements  of such
     exchanges  is that  the  Company  must be a  reporting  company  under  the
     provisions of the Securities  Exchange Act of 1934, as amended.  Therefore,
     the directors of the Company determined that it was in the best interest of
     the  shareholders  of the Company  that the Company  register the shares of
     common stock to  facilitate  any future  trading on one or more of the U.S.
     stock  exchanges,  so the sale of the shares of the the Company held by the
     shareholders  will not be impeded or delayed by reason of any  restrictions
     attributable to the lack of registration by the Company.

     At the date of this Annual  Report,  the  Company  does not know if it will
     apply for  listing of its shares of common  stock on an exchange or market.
     If in the event the  Company  elects to apply for listing on an exchange it
     currently may qualify only for either the National  Quotation Bureau ("Pink
     Sheets") or the OTC Bulletin Board, promulgated by the National Association
     of Securities Dealers, Inc. ("NASD").  However, should the Company elect to
     apply for such listing, the approval for such listing is dependent upon the
     affirmative  decision of the  market-maker(s),  if any, and the  concurrent
     approval of NASD Regulation, Inc., If such approval is not forthcoming, the
     shares of the Company's common stock may never be listed for trading.


     Year 2000. The Company believes the effects of the end of the year 1999 and
     the onset of the year 2000,  as they might  impinge on computers  and other
     associated  electronic   instruments  and  computer  controlled  mechanical
     devices,  may not affect the  business of the Company to any large  degree,
     except in a derivative  manner. The Company does not, per se, use computers
     in its business,  except for word processing and general  secretarial work.
     However, the printers and artists employed by the Company under contract to
     produce some of the Company's products of brochures, booklets and pamphlets
     may experience any number of difficulties which are, at present, unknown to
     the  Company.  The  printers  and  artists may not know or  recognize  them
     either,  so it is difficult to predict any disturbance or disruption of the
     Company's business which may occur nine months hence.  However, the Company
     intends to keep a watchful eye on the situation.


<PAGE>

         
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                            CERTAIN RELEVANT FACTORS

47.  If the Company's financial statements show losses from operations,  explain
     the causes  underlying these losses and what steps the Company has taken or
     is taking to address these causes.

     The Company has had no revenues or profits since its commencement.  This is
     due primarily to the  Company's  activities  encompassing  only the design,
     collection  and  organization  of  information  and  data  pursuant  to its
     business plan. The Company expects to continue this mode of operation until
     it has completed its organization of material assemblage which will further
     its business plan and make ready for sale of such  information  and data to
     its expected customers.

48.  Describe any trends in the Company's historical operating results. Indicate
     any changes now  occurring in the  underlying  economics of the industry or
     the Company's  business  which,  in the opinion of Management,  will have a
     significant impact (either favorable or adverse) upon the Company's results
     of operations  within the next 12 months,  and give a rough estimate of the
     probable extent of the impact, if possible.

     The  Company  has  ascertained  that  information  and data  pertaining  to
     microbreweries  and  brewpubs  are  available  but is  diverse  and hard to
     assemble.  It is the belief of the Company that this situation will persist
     for the  immediate  future . The Company  knows of no other  company in the
     six-state  Rocky  Mountain area  designated by the Company as its marketing
     area which is currently  engaged in a similar  business to the Company.  If
     another  company  sees fit to engaged in a similar  business  and is better
     equipped and better  financed  that the  Company,  the Company will be at a
     serious  disadvantage  in its  marketing  efforts.  On the other hand,  the
     Company may have found a marketing niche until some company  structures its
     operation  to  resemble  the  business  plan of the  Company  to  supply  a
     coordinated  assemblage of information  which will be useful to the general
     retail public and attractive to the industry.

     After the initial  filing of the  registration  statement on Form 10SB, the
     Company has progressed,  albeit slowly, with its plan of business. Brewpubs
     seem to be almost  everywhere people congregate and more and more are being
     established  every  month.  This is good for the  Company's  business as it
     difficult  for any brewpub  lover or microbrew  drinker to keep up with the
     changing  scene.  The Company has found since the inception of its business
     plan that the  necessity of publicity  about the  locations and products of
     brewpubs  and  microbrews  is a saleable  item.  The Company also found out
     through  sales  efforts  that  many  businesses,  somewhat  allied  to  the
     entertainment and restaurant  business is interested in publishing  general
     information  about  brewpubs and  microbrews as an  advertising  medium for
     themselves.  It may  open up a  whole  new  sales  area  for the  Company's
     products. We're investigating further.


<PAGE>



     In addition,  the initial  determinations of the Company has shown that the
     Company could entertain the possibility of  distributing,  as a wholesaler,
     books,  T-shirts,  and promotional items which are locally manufactured and
     not yet being sold in the Rocky  Mountain  area. The Company is checking it
     out and trying to  determine if it could be a profit  center.  If it's not,
     we'll  ignore  it. It has also been  suggested  that the  Company  become a
     wholesale  distributor  for a line of homebrew  kits.  The  directors  have
     discussed this and if it seems feasible and profitable, we'll do it.

49.  If the Company  sells a product or products and has had  significant  sales
     during its last fiscal  year,  state the  existing  gross margin (net sales
     less cost of such sales as presented in accordance with generally  accepted
     accounting  principals)  as a percentage of sales for the last fiscal year:
     %.  What is the  anticipated  gross  margin  for next  year of  operations?
     Approximately  %.  If  this  is  expected  to  change,  explain.  Also,  if
     reasonably  current  gross margin  figures are  available for the industry,
     indicate  these  figures  and the  source or  sources  from  which they are
     obtained.

50.  Foreign  sales as a percent of total  sales for last fiscal  year:       %.
     Domestic  government  sales as a percent of total  domestic  sales for last
     fiscal  year:       %.  Explain the nature of these  sales,  including  any
     anticipated changes:

     The Company has had no foreign  sales or  revenues  therefrom  and does not
     contemplate any such sales or revenues in the future.


                                     PART II

Item 1. Market Price of and  Dividends  on the  Registrant's  Common  Equity and
Other shareholder matters.

Information required by Item 201 of Regulation S-B.

     (a) Market  Information.  There is no market price on the Company's  common
     stock  as the  shares  are not  trading  at the  time of this  registration
     statement.  The  Company  does not  know if it will  attempt  to apply  for
     listing of its common stock on one or more of any exchange or markets

     (b) Holders.  At the date of February 28, 1999, there are 33 holders of the
     common equity of the Company.

     (c) Dividends.  The Company has paid no dividends and does not  contemplate
     any dividends during the next two fiscal years.

Item 2. Legal Proceedings

     If the registrant uses either  Alternative 2 or Alternative 3 of this form,
     furnish the information required by Item 103 of Regulation S-B.

     Not Applicable. The registrant is using Alternative 1.


<PAGE>


Item 3. Changes in and Disagreements with Accountants

     Furnish the information required by Item 304 of Regulation S-B.

     There have been no  changes  of and no  disagreement  with  accountants  on
     accounting and financial disclosure.

Item 4. Submission of Matters to a Vote of Security Holders

     If any matter was  submitted  during the fourth  quarter of the fiscal year
covered by this report to a vote of security  holders,  through the solicitation
of proxies or otherwise, furnish the following information:

     No matter was submitted to the securities holders as described above.

Item 5. Compliance with Section 16(a) of the Exchange Act

     Robert R. Turner, President and Director.  No changes since registration.
     Edward H. Hawkins, Secretary and Director.  No changes since registration.

Item 6. Reports on form 8-K

     State whether any reports on Form 8-K were filed during the last quarter of
the period  covered by this report,  listing the times  reported,  any financial
statement filed and the dates of such report.

     No  Current  Reports  on  Form  8-K  were  filed  during  the  last  fiscal
quarter-year.

PART F/S

Furnish the information required by Item 310 of Regulation S-B.

     The audited  financial  statements  for the fiscal year ended  February 28,
1999, follow:

<PAGE>



Mesa County Brewing Co.

FINANCIAL STATEMENTS

with

Independent Auditors' Report

For the Years Ended February 28, 1999 and 1998
and the period September 16, 1991 (Inception) through February 28, 1999




<PAGE>

                             Mesa County Brewing Co.


TABLE OF CONTENTS

                                                                           Page
                                                                           ----

         Independent Auditors' Report                                       1

         Financial Statements

                  Balance Sheet                                             2

                  Statement of Operations                                   3

                  Statement of Cash Flows                                   4

                  Statement of Shareholder's Equity                         5

                  Notes to the Financial Statements                         6-8


<PAGE>


Independent Auditor's Report
----------------------------


We have audited the  accompanying  balance  sheet of Mesa County  Brewing Co. (a
Developmental  Stage Company),  at February 28, 1999 , and the related statement
of operations,  shareholders'  equity,  and cash flows for the fiscal year ended
February 28, 1999 and 1998 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
fiscal years ended February 28, 1999 and 1998 and the period  September 16, 1991
(inception)  through  February 28, 1999 , in conformity with generally  accepted
accounting principles.




Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
March 30, 1999

                                        1


<PAGE>


Mesa County Brewing Co.
(A Development Stage Company)
Balance Sheet


                                                                        February
                                                                        28, 1999
                                                                        --------

ASSETS

Current Assets - Cash                                                   $   645


LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES                                                             $     0

Current Liabilities - Accounts Payable                                    1,200

SHAREHOLDERS' EQUITY

Preferred Stock, No Par Value,
 Non Voting, Authorized 5,000,000 shares;
Issued And Outstanding 40,000 Shares                                      4,000

Common Stock, No Par Value
 Authorized 50,000,000 shares;
 Issued and outstanding 2,240,000 Shares                                  1,120

Deficit Accumulated During
The Development Stage                                                    (5,675)

TOTAL SHAREHOLDERS' EQUITY                                                 (555)

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                                                    $   645


   The Accompanying Notes Are An Integral Part Of These Financial Statements.


                                       2
<PAGE>
<TABLE>
<CAPTION>


Mesa County Brewing Co.
(A Development Stage Company)
Statement Of Operations

                                                                            September
                                                                            16, 1991
                                                Fiscal         Fiscal      (Inception)
                                              Year Ended     Year Ended      Through
                                               February       February       February
                                               28, 1999       28, 1998       28, 1999
                                               --------       --------       --------

<S>                                          <C>            <C>            <C>        
Revenue                                      $         0    $         0    $         0


Bank Charges                                          34              0             34
Fees                                                 355            205            560
Printing                                             605              0            605
Professional Fees                                  3,276              0          3,276
Rent                                               1,200              0          1,200

Total Expenses                                     5,470            205          5,675

Net (Loss)                                   ($    5,470)   ($      205)        (5,675)

Basic (Loss) Per Common Share                ($     0.00)   ($     0.00)

Weighted Average Common Shares Outstanding     1,560,000        166,667




   The Accompanying Notes Are An Integral Part Of These Financial Statements.


                                       3
</TABLE>
<PAGE>


Mesa County Brewing Co.
(A Development Stage Company)
Statement Of Cash Flow


                                                                      September
                                                                      16, 1991
                                                 Fiscal     Fiscal   (Inception)
                                               Year Ended Year Ended   Through
                                                February   February   February
                                                28, 1999   28, 1998   28, 1999
                                                --------   --------   --------

Net (Loss)                                      ($5,470)   ($  205)   ($5,675)

Plus Items Not Affecting Cash Flow:                   0          0          0

Increase in Accounts Payable                      1,200          0      1,200

Net Cash Flows From Operations                   (4,270)      (205)    (4,475)

Cash Flows From Investing Activities:

Net Cash Flows From Investing:                        0          0          0

Cash Flows From Financing Activities:

Common Stock Issued For Cash                      1,020        100      1,120
Preferred Stock Issued For Cash                       0      4,000      4,000

Net Cash Flows From Financing:                    1,020      4,100      5,120


Net Increase (Decrease) In Cash                  (3,250)     3,895        645
Cash At Beginning Of Period                       3,895          0          0

Cash At End Of Period                           $   645    $ 3,895    $   645



Summary Of Non-Cash Investing And Financing
 Activities:                                    $     0    $     0    $     0



   The Accompanying Notes Are An Integral Part Of These Financial Statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>


Mesa County Brewing Co.
(A Development Stage Company)
Statement Of Shareholders' Equity

                                                                                             Net (Loss)
                                                                                             Accumulated
                                        Number Of    Number Of                               During The
                                         Shares        Shares      Preferred     Common      Development
                                        Preferred      Common        Stock        Stock         Stage        Total
                                        ---------      ------        -----        -----         -----        -----
<S>                                     <C>            <C>         <C>          <C>          <C>           <C>       
Balance At September 16, 1991 and
 February 28, 1992, 1993, 1994, 1995
 1996, and 1997                                 0             0    $        0   $        0   $        0    $        0

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       200,000         4,000          100         (205)        3,895

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     2,240,000    $    4,000   $    1,120   ($   5,675)   ($     555)



   The Accompanying Notes Are An Integral Part Of These Financial Statements.

                                       5
</TABLE>

<PAGE>


Mesa County Brewing Co.
(A Development Stage Company)
Notes to Financial Statements
At February 28, 1999
--------------------

Note  1  -  Organization   and  Summary  of  Significant   Accounting   Policies
organization:
--------------------------------------------------------------------------------

On September 16, 1991, Mesa County Brewing, Co. ("the Company") was incorporated
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.

Developmental Stage:

The  Company is  currently  in the  developmental  stage and has no  significant
operations to date.

Statement of Cash Flows:

For  purposes of the  statement  of cash flows,  the  Company  considers  demand
deposits and highly liquid-debt  instruments  purchased with a maturity of three
months or less to be cash equivalents.

Cash paid for interest and taxes in the period ended  February 28, 1999 and 1998
was $-0-.

Fiscal Year End:

The Company has chosen February 28th as its fiscal year end.

Revenue Recognition:

When operations  commence the Company will recognize  revenue when the published
works are sold.

Use of Estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts. Actual results could differ from those estimates.


                                       6
<PAGE>



Mesa County Brewing Co.
(A Development Stage Company)
Notes to Financial Statements
At February 28, 1999
--------------------

Note 2 - Capital Stock
----------------------

Common Stock:

The Company 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 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  based on a best
efforts basis to Colorado  residents and non-United  States  citizens only. Each
Unit is  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  issued  pursuant  to an  exemption  from
registration  under Section 3(b) and  Regulation D, Rule 504, of the  Securities
Act of 1933,  as amended,  and to an  exemption  from  registration  provided by
Section 11-51-308(l)(p) of the Colorado Securities Act.

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  have 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  have 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% of the assets of the Company prior to division and distribution of
assets to the holders of the Company's Common Stock.

The Company has declared no dividends through February 28, 1999.

                                       7
<PAGE>


Mesa County Brewing Co.
(A Development Stage Company)
Notes to Financial Statements
At February 28, 1999
--------------------

Note 3 - Income Taxes
---------------------

The Company  follows  Financial  Accounting  Standards  Board Statement No. 109,
"Accounting for Income Taxes" (SFAS #109),  which requires,  among other things,
an asset and liability  approach to  calculating  deferred  income taxes.  As of
February  28, 1999 the Company has a deferred tax asset of $1135  primarily  for
its net operating  loss carry forward  which has been fully  reserved  through a
valuation allowance. The change in the valuation allowance for February 28, 1998
is $1094.  The net operating loss carryover will expire in varying amount in the
years 2012 and 2013

Note 4 - Related Party Events
-----------------------------

The Company presently  maintains its principal offices at an address provided by
a related  party at a monthly  rental of $100 per  month,  plus any  expense  of
telephone,  fax, and secretarial services,  commencing March 1, 1998. The office
is located at 4155 E. Jewell Ave - Suite 909, Denver, CO 80222.


                                       8

<PAGE>


                                    PART III

Item 1. Index to Exhibits

Exhibits required in Part III of Form 1-A

Exhibit Number:          Description

Exhibit No. 2.      Plan of Acquisition                           Not Applicable
Exhibit No. 3.      Charter and Bylaws                           reviously Filed
Exhibit No. 5.      Voting trust agreement                        Not applicable
Exhibit No. 6.      Material contracts                            Not applicable
Exhibit No. 7.      Material foreign patents                      Not applicable
Exhibit No. 11.     Statement re: computation 
                     of per share earnings                        Not applicable
Exhibit No. 24.     Power of attorney                             Not applicable
Exhibit No. 27.     Financial Data Schedule                             Attached

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


Signatures

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

                                               MESA COUNTY BREWING CO.
                                               (Registrant)

Date: April 6, 1999

                                              /s/ Edward H. Hawkins
                                              ----------------------------------
                                              Edward H. Hawkins, Secretary