U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549


                           FORM 10-KSB


[X]   Annual  report  pursuant to section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 for the fiscal year ended  March
31, 1999, or

[  ]   Transition report pursuant to section 13 or 15(d)  of  the
Securities  Exchange act of 1934 for the transition  period  from
to


                 Commission File No. 2-93231-NY


                FASHION TECH INTERNATIONAL, INC.
   (Name of Small Business Issuer as specified in its charter)
              (Formerly Portofino Investment, Inc.)

            Nevada                          87-0395695
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)

          1340 East 130 North, Springville, Utah 84663
      (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:  (801) 364-9262

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

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


Check  whether  the issuer (1) filed all reports required  to  be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer 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 in this form, and no  disclosure
will  be  contained,  to the best of registrant's  knowledge,  in
definitive  proxy  or  information  statements  incorporated   by
reference  in  Part III of this Form 10-KSB or any  amendment  to
this Form 10-KSB.  [X]

The  Registrant's  revenues (consisting only of interest  income)
for its most recent fiscal year:  $0.

The   aggregate  market  value  of  voting  stock  held  by  non-
affiliates:   As  of the date this report is filed  there  is  no
public  market  for  the  common stock  of  the  issuer,  so  the
aggregate market value of such stock is $0.

As of December 31, 1999, the Registrant had outstanding 3,591,143
shares of Common Stock, par value $0.001.

Documents incorporated by reference:  None.

<PAGE>

                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                     Page

Part I

1.   Description of Business                                    3

2.   Description of Properties                                  6

3.   Legal Proceedings                                          6

4.   Submission of Matters to a Vote of Security Holders        6

Part II

5.    Market  for  Common Equity and  Related  Stockholder      7
      Matters

6.    Management's  Discussion and Analysis  of  Financial      7
      Condition and Results of Operations

7.   Financial Statements                                       7

8.   Changes in and Disagreements with Accountants              8
     on Accounting and Financial Disclosure

Part III

9.   Directors, Executive Officers, Promoters and Control       8
     Persons;  Compliance  with  Section  16(a)  of  the
     Exchange Act

10.  Executive Compensation                                     9

11.   Security Ownership of Certain Beneficial Owners  and      9
      Management

12.  Certain Relationships and Related Transactions            10

13.  Exhibits and Reports on Form 8-K                          10

                            2
<PAGE>

                FORWARD-LOOKING STATEMENT NOTICE

     When used in this report, the words "may," "will," "expect,"
"anticipate,"  "continue," "estimate," "project,"  "intend,"  and
similar  expressions  are  intended to  identify  forward-looking
statements  within the meaning of Section 27a of  the  Securities
Act  of  1933 and Section 21e of the Securities Exchange  Act  of
1934 regarding events, conditions, and financial trends that  may
affect   the  Company's  future  plans  of  operations,  business
strategy,  operating  results, and financial  position.   Persons
reviewing  this  report  are cautioned that  any  forward-looking
statements  are  not  guarantees of future  performance  and  are
subject  to  risks and uncertainties and that actual results  may
differ  materially from those included within the forward-looking
statements  as  a  result of various factors.  Such  factors  are
discussed  under the headings "Item 1.  Description of Business,"
and  "Item  6.  Management's Discussion and Analysis of Financial
Condition  and  Results of Operations," and also include  general
economic  factors and conditions that may directly or  indirectly
impact   the   Company's  financial  condition  or   results   of
operations.

                             PART I

                ITEM 1.  DESCRIPTION OF BUSINESS

General

For  the  past three years the Company has had no active business
operations,  and  has been seeking to acquire an  interest  in  a
business  with  long-term  growth  potential.   The  Company  was
originally formed as a Utah corporation in April 1983  under  the
name  Portofino Investments, Inc.  In January 1984,  the  Company
changed its name to Fashion Tech International, Inc.  It has been
an inactive shell corporation for at least the past 10 years.  In
April 1999, the stockholders approved a merger with Fashion  Tech
International, Inc., a Nevada corporation to change the  domicile
of the Company from Utah to Nevada.

The  Company  currently  has  no  commitment  or  arrangement  to
participate  in a business and cannot now predict  what  type  of
business it may enter into or acquire.  It is emphasized that the
business  objectives discussed herein are extremely  general  and
are  not  intended  to be restrictive on the  discretion  of  the
Company's management.

In  June  of 1999 the Company converted its note payable  in  the
principal amount of $22,000, and accrued interest to common stock
at the rate of $0.0073 per share, or a total of 3,000,000 shares.
The holder of the note was Trinity American Corporation.

Selection of a Business

The  Company anticipates that businesses for possible acquisition
will  be referred by various sources, including its officers  and
directors,   professional  advisors,  securities  broker-dealers,
venture  capitalists,  members of the  financial  community,  and
others  who may present unsolicited proposals.  The Company  will
not  engage  in  any  general solicitation or advertising  for  a
business opportunity, and will rely on personal contacts  of  its
officers  and directors and their affiliates, as well as indirect
associations  between  them and other business  and  professional
people.   By  relying  on "word of mouth",  the  Company  may  be
limited  in the number of potential acquisitions it can identify.
While  it  is  not  presently anticipated that the  Company  will
engage  unaffiliated professional firms specializing in  business
acquisitions  or reorganizations, such firms may be  retained  if
management deems it in the best interest of the Company.

Compensation  to a finder or business acquisition firm  may  take
various  forms, including one-time cash payments, payments  based
on  a  percentage  of revenues or product sales volume,  payments
involving  issuance  of  securities  (including  those   of   the
Company),  or  any  combination of these  or  other  compensation
arrangements.  Consequently, the Company is currently  unable  to
predict the cost of utilizing such services.

The  Company  will  not  restrict its search  to  any  particular
business,  industry,  or  geographical location,  and  management
reserves  the  right  to  evaluate and enter  into  any  type  of
business in any location.  The Company may

                             3
<PAGE>

participate in a newly organized business venture or a more
established company entering a new phase of growth or in need of
additional capital to overcome existing financial problems.
Participation in a new business venture entails greater risks since
in many instances management of such a venture will not have proved
its ability, the eventual market of such venture's product or services
will likely not be established, and the profitability of the venture
will  be  unproved  and cannot be predicted accurately.   If  the
Company  participates in a more established  firm  with  existing
financial  problems,  it may be subjected  to  risk  because  the
financial  resources  of  the Company  may  not  be  adequate  to
eliminate  or reverse the circumstances leading to such financial
problems.

In  seeking  a business venture, the decision of management  will
not  be  controlled  by  an  attempt to  take  advantage  of  any
anticipated   or   perceived  appeal  of  a  specific   industry,
management group, product, or industry, but will be based on  the
business  objective of seeking long-term capital appreciation  in
the real value of the Company.

The analysis of new businesses will be undertaken by or under the
supervision   of  the  officers  and  directors.   In   analyzing
prospective businesses, management will consider, to  the  extent
applicable,  the available technical, financial,  and  managerial
resources;  working capital and other prospects for  the  future;
the  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;  the  potential  for  growth   and
expansion;  the  potential  for  profit;  the  perceived   public
recognition  or  acceptance of products, services,  or  trade  or
service marks; name identification; and other relevant factors.

The  decision to participate in a specific business may be  based
on  management's  analysis of the quality  of  the  other  firm's
management  and personnel, the anticipated acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological
changes,   and  other  factors  which  are  difficult,   if   not
impossible,  to  analyze through any objective criteria.   It  is
anticipated that the results of operations of a specific firm may
not  necessarily be indicative of the potential  for  the  future
because  of  the  requirement  to substantially  shift  marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.

The  Company  will  analyze  all available  factors  and  make  a
determination  based on a composite of available  facts,  without
reliance  on  any  single factor.  The period  within  which  the
Company  may  participate in a business cannot be  predicted  and
will  depend  on  circumstances  beyond  the  Company's  control,
including  the availability of businesses, the time required  for
the  Company  to  complete  its  investigation  and  analysis  of
prospective  businesses, the time required to prepare appropriate
documents    and   agreements   providing   for   the   Company's
participation, and other circumstances.

Acquisition of a Business

In   implementing   a   structure  for  a   particular   business
acquisition,  the  Company  may  become  a  party  to  a  merger,
consolidation,  or other reorganization with another  corporation
or  entity; joint venture; license; purchase and sale of  assets;
or  purchase and sale of stock, the exact nature of which  cannot
now  be  predicted.  Notwithstanding the above, the Company  does
not  intend to participate in a business through the purchase  of
minority  stock positions.  On the consummation of a transaction,
it  is likely that the present management and shareholders of the
Company  will not be in control of the Company.  In  addition,  a
majority  or all of 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.

In  connection with the Company's acquisition of a business,  the
present  shareholders  of  the Company,  including  officers  and
directors, may, as a negotiated element of the acquisition,  sell
a  portion or all of the Company's Common Stock held by them at a
significant  premium  over  their  original  investment  in   the
Company.   It  is  not  unusual  for  affiliates  of  the  entity
participating  in  the  reorganization to negotiate  to  purchase
shares  held by the present shareholders in order to  reduce  the
number  of  "restricted securities" held  by  persons  no  longer
affiliated  with  the  Company and thereby reduce  the  potential
adverse impact on the public market in the Company's Common Stock
that could result from substantial sales of such shares after the
restrictions  no  longer  apply.  As  a  result  of  such  sales,
affiliates   of   the  entity  participating  in   the   business
reorganization with the Company would acquire a higher percentage
of  equity  ownership in the Company. Public investors  will  not
receive  any  portion of the

                             4
<PAGE>

premium that may be paid in the foregoing circumstances.  Furthermore,
the Company's shareholders may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

In  the  event  sales  of shares by present shareholders  of  the
Company,  including  officers  and  directors,  is  a  negotiated
element of a future acquisition, a conflict of interest may arise
because  directors  will be negotiating for  the  acquisition  on
behalf of the Company and for sale of their shares for their  own
respective accounts.  Where a business opportunity is well suited
for  acquisition by the Company, but affiliates of  the  business
opportunity impose a condition that management sell their  shares
at  a  price  which is unacceptable to them, management  may  not
sacrifice  their financial interest for the Company  to  complete
the  transaction.   Where the business opportunity  is  not  well
suited,  but  the  price offered management for their  shares  is
high,  management  will be tempted to effect the  acquisition  to
realize  a  substantial  gain on their  shares  in  the  Company.
Management has not adopted any policy for resolving the foregoing
potential  conflicts, should they arise, and does not  intend  to
obtain  an  independent appraisal to determine whether any  price
that  may be offered for their shares is fair.  Stockholders must
rely,  instead,  on the obligation of management to  fulfill  its
fiduciary  duty under state law to act in the best  interests  of
the Company and its stockholders.

It  is  anticipated  that  any  securities  issued  in  any  such
reorganization  would be issued in reliance  on  exemptions  from
registration under applicable federal and state securities  laws.
In  some circumstances, however, as a negotiated element  of  the
transaction,  the Company may agree to register  such  securities
either  at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms
of such registration rights and the number of securities, if any,
which  may be registered cannot be predicted, it may be  expected
that   registration  of  securities  by  the  Company  in   these
circumstances  would entail substantial expense to  the  Company.
The  issuance  of  substantial additional  securities  and  their
potential  sale into any trading market that may develop  in  the
Company's securities may have a depressive effect on such market.

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
structure  the acquisition as a so-called "tax-free" event  under
sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
"Code").  In order to obtain tax-free treatment under section 351
of the Code, it would 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.  Section 368(a)(1) of the Code provides for tax-
free   treatment  of  certain  business  reorganizations  between
corporate  entities  where  one corporation  is  merged  with  or
acquires   the  securities  or  assets  of  another  corporation.
Generally, the Company will be the acquiring corporation in  such
a  business  reorganization,  and  the  tax-free  status  of  the
transaction  will  not  depend on the issuance  of  any  specific
amount  of  the Company's voting securities.  It is not uncommon,
however,  that as a negotiated element of a transaction completed
in  reliance  on  section  368, the acquiring  corporation  issue
securities  in  such  an  amount that  the  shareholders  of  the
acquired corporation will hold 50% or more of the voting stock of
the  surviving  entity.   Consequently, there  is  a  substantial
possibility  that  the  shareholders of the  Company  immediately
prior to the transaction would retain less than 50% of the issued
and  outstanding  shares  of  the surviving  entity.   Therefore,
regardless  of the form of the business acquisition,  it  may  be
anticipated   that   stockholders  immediately   prior   to   the
transaction  will  experience a significant  reduction  in  their
percentage of ownership in the Company.

Notwithstanding  the  fact that the Company  is  technically  the
acquiring   entity  in  the  foregoing  circumstances,  generally
accepted accounting principles will ordinarily require that  such
transaction be accounted for as if the Company had been  acquired
by  the other entity owning the business and, therefore, will not
permit  a  write-up in the carrying value of the  assets  of  the
other company.

The  manner in which the Company participates in a business  will
depend  on  the nature of the business, the respective needs  and
desires of the Company and other parties, the management  of  the
business,  and the relative negotiating strength of  the  Company
and such other management.

The  Company  will  participate in  a  business  only  after  the
negotiation  and  execution  of appropriate  written  agreements.
Although  the  terms  of  such agreements  cannot  be  predicted,
generally  such  agreements will require

                             5
<PAGE>

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 such closing, will outline the
manner of bearing  costs if  the  transaction is not closed, will set
forth  remedies  on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The  Company's operation following its acquisition of a  business
will  be dependent on the nature of the business and the interest
acquired.   The Company is unable to predict whether the  Company
will  be in control of the business or whether present management
will be in control of the Company following the acquisition.   It
may  be  expected that the business will present  various  risks,
which cannot be predicted at the present time.

Governmental Regulation

It is impossible to predict the government regulation, if any, to
which  the  Company  may  be subject until  it  has  acquired  an
interest  in  a  business.  The use of assets and/or  conduct  of
businesses  that  the  Company may acquire could  subject  it  to
environmental,  public health and safety,  land  use,  trade,  or
other  governmental regulations and state or local taxation.   In
selecting  a business in which to acquire an interest, management
will  endeavor  to  ascertain,  to  the  extent  of  the  limited
resources   of  the  Company,  the  effects  of  such  government
regulation  on  the  prospective business  of  the  Company.   In
certain  circumstances, however, such as the  acquisition  of  an
interest  in a new or start-up business activity, it may  not  be
possible  to  predict with any degree of accuracy the  impact  of
government regulation.  The inability to ascertain the effect  of
government  regulation  on a prospective business  activity  will
make  the  acquisition of an interest in such business  a  higher
risk.

Competition

The  Company will be involved in intense competition  with  other
business  entities,  many of which will have a  competitive  edge
over  the Company by virtue of their stronger financial resources
and  prior experience in business. There is no assurance that the
Company will be successful in obtaining suitable investments.

Employees

The  Company is a development stage company and currently has  no
employees.  Executive officers, who are not compensated for their
time  contributed to the Company, will devote only such  time  to
the  affairs  of the Company as they deem appropriate,  which  is
estimated  to  be  approximately 20 hours per month  per  person.
Management  of the Company expects to use consultants, attorneys,
and  accountants as necessary, and does not anticipate a need  to
engage  any  full-time employees so long as  it  is  seeking  and
evaluating  businesses.   The  need  for  employees   and   their
availability  will  be addressed in connection  with  a  decision
whether  or not to acquire or participate in a specific  business
industry.

               ITEM 2.  DESCRIPTION OF PROPERTIES

The  Company  utilizes  office space  at  1340  East  130  North,
Springville, Utah 84663, provided by George Horton, a officer and
director.  The Company does not pay rent for this office space.

                   ITEM 3.  LEGAL PROCEEDINGS

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

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

No matter was submitted to a vote of security holders in the
fourth quarter of fiscal year 1999.

                             6
<PAGE>

                            PART III

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There  has been no public trading market for the Company's common
stock  for at least the past ten years.  Following the filing  of
this  report,  the  Company  will seek  out  one  or  more  stock
brokerage  firms to make a market in the Company's  common  stock
and  submit an application for quotation of the Company's  common
stock  on  the  OTC  Bulletin  Board  operated  by  the  National
Association  of  Securities Dealers, Inc., or the  "Pink  Sheets"
operated by the National Quotation Bureau.  There is no assurance
that a trading market in the common stock will be established  in
the future.

Since its inception, no dividends have been paid on the Company's
common stock.  The Company intends to retain any earnings for use
in  its  business  activities, so it is  not  expected  that  any
dividends  on the common stock will be declared and paid  in  the
foreseeable future.

On  December  31, 1999, there were approximately 491  holders  of
record of the Company's Common Stock.

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

Results of Operations

Years Ended March 31, 1999 and 1998

The  Company  had  no  revenue during the last  two  years.   The
Company  had no general and administrative expenses in 1998,  but
did   incur  $8,555  of  such  expenses  in  1999.   General  and
administrative  expenses  during  1999,  consisted  of  fees  and
related  expenses associated with reviving the Company.  In  1998
and  1999 the Company recognized interest expense of $0 and  $111
respectively, which represents interest on one obligation in  the
principal amount of $22,000 owed to Sonos Management Corporation.
The  Company realized a net loss of $8,666 in 1999.  The  Company
does  not  expect  to generate any revenue unless  and  until  it
acquires an interest in an operating company.

Liquidity and Capital Resources

At  March  31, 1999, the Company had working capital  deficit  of
$8,666. This deficit is largely attributable to debt and interest
obligations  owed  to  affiliates of the Company,  who  have  not
pressed the Company for payment in hopes the Company will  locate
a  business venture in which to participate that will serve as  a
resource  for payment of the obligations.  The Company's  current
plan  is  to handle the administrative and reporting requirements
of  a  public  company;  and  search  for  potential  businesses,
products,   technologies  and  companies  for  acquisition.    At
present,  the  Company  has  no  understandings,  commitments  or
agreements  with  respect  to the acquisition  of  any  business,
product, technology or company and there can be no assurance that
the  Company will identify any such business, product, technology
or  company  suitable  for acquisition in the  future.   Further,
there can be no assurance that the Company would be successful in
consummating any acquisition on favorable terms or that  it  will
be able to profitably manage the business, product, technology or
company it acquires.  The Company's ability to pursue its plan is
dependent   on  the  continued  forbearance  of  its   affiliated
creditors  and their willingness to advance additional  funds  to
the Company as needed.

                  ITEM 7.  FINANCIAL STATEMENTS

The financial statements of the Company appear at the end of this
report beginning with the Index to Financial Statements on page F-1.

                             7
<PAGE>

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

There have been no changes in or disagreements with accountants
in the past three years.

                            PART III

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

Directors and Officers

The  following  table sets forth the names, ages,  and  positions
with  the Company for each of the directors and officers  of  the
Company.


Name                Age  Positions                       Since

Pam Jowett          46   President and Director           1999

Paul W. Nielsen     78   Vice President and Director      1999

George P. Horton    66   Secretary/ Treasurer and         1999
                         Director
All  directors  hold  office until the  next  annual  meeting  of
stockholders and until their successors are elected and  qualify.
Officers serve at the discretion of the Board of Directors.

The  following is information on the business experience of  each
director and officer.

Pam Jowett has been self-employed for over the past five years as
a nail technician.

Paul  W.  Nielsen has been retired since 1984.   Mr.  Nielsen  is
currently  serving as an officer of Prestige Capital  Corporation
and Fashion Tech International, Inc.

George  R.  Horton  is a graduate of Brigham Young University  in
animal   husbandry  and  the  University  of  Utah  in  secondary
education.   Currently,  Mr.  Horton  is  serving  as  the  chief
executive  officer  of  two corporations and  the  secretary  and
treasurer   of  two  corporations,  including  Prestige   Capital
Corporation.   Mr.  Horton  is also serving  as  an  officer  and
director of numerous public companies.

Other Shell Company Activities

Ms. Jowett, Mr. Nielsen and Mr. Horton are currently officers and
directors  of  Prestige Capital Corporation.  Ms.  Jowett  is  an
officer  and  director  of Business Valet Services,  Inc.,  First
Growth  Investors, Inc., and Digital Home Theater  Systems,  Inc.
Mr.  Horton  is  an officer and director of MG Inc.  All  of  the
aforementioned  companies  are  shell  corporations   seeking   a
business   acquisition  and  are  non-reporting,  publicly   held
corporations, except for Prestige Capital Corporation, which is a
reporting  company.  The possibility exists that one or  more  of
the  officers and directors of the Company could become  officers
and/or directors of other shell companies in the future, although
they  have no intention of doing so at the present time.  Certain
conflicts  of interest are inherent in the participation  of  the
Company's  officers and directors as management  in  other  shell
companies, which may be difficult, if not impossible, to  resolve
in  all  cases in the best interests of the Company.  Failure  by
management  to

                            8
<PAGE>

conduct the Company's business in its best interests may result in
liability of management of the Company to the shareholders.

                ITEM 10.  EXECUTIVE COMPENSATION

The  Company  has  no  agreement  or  understanding,  express  or
implied, with any officer, director, or principal stockholder, or
their  affiliates  or associates, regarding employment  with  the
Company  or  compensation for services. There is no understanding
between the Company and any of its present stockholders regarding
the  sale of a portion or all of the common stock currently  held
by  them  in  connection  with any future  participation  by  the
Company in a business.  There are no other plans, understandings,
or arrangements whereby any of the Company's officers, directors,
or   principal  stockholders,  or  any  of  their  affiliates  or
associates,  would  receive  funds, stock,  or  other  assets  in
connection  with the Company's participation in a  business.   No
advances have been made or contemplated by the Company to any  of
its  officers, directors, or principal stockholders,  or  any  of
their affiliates or associates.

There is no policy that prevents management from adopting a  plan
or  agreement in the future that would provide for cash or  stock
based compensation for services rendered to the Company.

On  acquisition  of  a  business, it  is  possible  that  current
management will resign and be replaced by persons associated with
the  business  acquired, particularly if the Company participates
in   a  business  by  effecting  a  stock  exchange,  merger,  or
consolidation.   In  the  event  that  any  member   of   current
management  remains after effecting a business acquisition,  that
member's time commitment and compensation will likely be adjusted
based  on  the  nature  and location of  such  business  and  the
services required, which cannot now be foreseen.

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                           MANAGEMENT

In April 1999, the stockholders approved a 100 to 1 reverse split
of  the Company's outstanding common stock.  The following  table
sets forth as of December 31, 1999, the number and percentage  of
the  outstanding shares of common stock which, according  to  the
information supplied to the Company, were beneficially  owned  by
(i)  each person who is currently a director of the Company, (ii)
each executive officer, (iii) all current directors and executive
officers of the Company as a group and (iv) each person  who,  to
the  knowledge  of the Company, is the beneficial owner  of  more
than  5%  of  the outstanding common stock.  Except as  otherwise
indicated,  the persons named in the table have sole  voting  and
dispositive power with respect to all shares beneficially  owned,
subject to community property laws where applicable.

                                       Common Shares        Percent of Class

Principal
Shareholders

Lynn Dixon                               1,150,000               32.0%
311 S. State Street, Suite 460
Salt Lake City, UT 84111

Scott Bills                              900,000                 25.1
1476 East 3045 South
Salt Lake City, UT 84106

Paul McAlister                           900,000                 25.1
485 West 40 South
Lindon, UT 84042

Clair Olsen                              900,000                 25.1
768 Gull Avenue
Foster City, CA 94404

                             9
<PAGE>

Officers and Directors

Pam Jowett                               -0-                     -0-
2508 South 1300 East
Salt Lake City, 84106

Paul W. Nielsen                          -0-                     -0-
11188 South Woodfield Road
South Jordan, Utah 84095

George P. Horton                         -0-                     -0-
1340 East 130 North
Springville, Utah 84663

All officers and directors (3 persons)   -0-                   -0-

    ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Sonos  Management Corporation made a loan to the Company in  1999
in the amount of $22,000.  The loan bears interest at the rate of
eight  percent per annum and is payable on demand. Mr. Horton  is
the  President and sole Director of Sonos Management Corporation.
The  proceeds  of the loans were and will be used to  revive  the
Company  and  cover  the  costs  associated  with  bringing   its
reporting obligations under the Securities Exchange Act  of  1934
current.

In  June 1999 Trinity American Corporation acquired the Note from
Sonos   Management  Corporation.   The  Company   converted   the
principal amount of the note and accrued interest to common stock
at  a  conversion  rate  of $0.0073 per  share,  or  a  total  of
3,000,000.   As  a  result of the transaction,  Trinity  American
Corporation  acquired  approximately  83.5%  of  the  issued  and
outstanding  common  stock  of  the  Company.   Trinity  American
subsequently  conveyed  2,850,000 of the shares  to  the  persons
listed as principal shareholders under Item 11, above.

                            ITEM 13.
                EXHIBITS AND REPORTS ON FORM 8-K

      Copies  of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.

Exhibits.

Exhibit    SEC Ref.    Title of Document                    Location*
  No.        No.

   1       (3)(i)      Articles of Incorporation               E-1

   2       (3)(ii)     By-Laws                                 E-6

   3       (2)         Articles of Merger                      E-14

   4       (10)        Promissory Note                         E-16

   5       (27)        Financial Data Schedules                 *

*     The  Financial  Data  Schedule is  presented  only  in  the
electronic filing with the Securities and Exchange Commission.

                             10
<PAGE>

FORM 8-K FILINGS

No reports on Form 8-K were filed in the last fiscal quarter of
1999.

                           SIGNATURES

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

                                       FASHION TECH INTERNATIONAL, INC.


Date: January 20, 2000                  By: /s/ Pam Jowett, President

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


Dated:  January 20, 2000         /s/ Pam Jowett, Director


                                 /s/ Paul W. Nielsen, Director
Dated:  January 20, 2000

Dated:  January 20, 2000         /s/ George R. Horton, Director

                             11
<PAGE>

              FASHION TECH INTERNATIONAL, INC.
                (A Development Stage Company)

                    FINANCIAL STATEMENTS

                       March 31, 1999


                       C O N T E N T S



Independent Auditors' Report                             F-2

Balance Sheet                                            F-3

Statements of Operations                                 F-4

Statements of Stockholders' Equity (Deficit)             F-5

Statements of Cash Flows                                 F-6

Notes to the Financial Statements                        F-7

                            F-1
<PAGE>
                INDEPENDENT AUDITORS' REPORT


The Board of Directors
Fashion Tech International, Inc.
Salt Lake City, Utah


We  have  audited the accompanying balance sheet  of  Fashion
Tech International, Inc. (a development stage company) as  of
March  31,  1999, and the related statements  of  operations,
stockholders' equity (deficit) and cash flows for  the  years
ended  March  31, 1999 and 1998.  These financial  statements
are  the  responsibility  of the Company's  management.   Our
responsibility  is to express an opinion on  these  financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform  the  audit  to  obtain  reasonable  assurance  about
whether   the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test  basis,
evidence  supporting  the  amounts  an  disclosures  in   the
financial  statements.  An audit also includes assessing  the
accounting principles used and significant estimates made  by
management,  as  well  as evaluating  the  overall  financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to  above
present  fairly,  in  all  material respects,  the  financial
position  of  Fashion Tech International, Inc. (a development
stage  company) as of March 31, 1999, and the results of  its
operations and its cash flows for the years ended  March  31,
1999   and   1998  in  conformity  with  generally   accepted
accounting principles.

The  accompanying  financial statements  have  been  prepared
assuming  that the Company will continue as a going  concern.
As  discussed  in  Note  2 to the financial  statements,  the
Company  is  a development stage company with no  significant
operating  results  to date, which raises  substantial  doubt
about   its   ability  to  continue  as  a   going   concern.
Management's  plans  with regard to these  matters  are  also
described in Note 2.  The financial statements do not include
any  adjustments that might result from the outcome  of  this
uncertainty.


Jones, Jensen & Company
Salt Lake City, Utah
May 28, 1999

                             F-2
<PAGE>
                FASHION TECH INTERNATIONAL, INC.
                  (A Development Stage Company)
                          Balance Sheet


                             ASSETS

                                                               March 31,
                                                                  1999

CURRENT ASSETS

 Cash                                                        $   19,846

  Total Current Assets                                           19,846

  TOTAL ASSETS                                               $   19,846


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                           $    6,401
 Accrued interest                                                  111
 Notes payable (Note 3)                                         22,000

  Total Current Liabilities                                     28,512

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock authorized; 120,000,000 common
  shares at $0.005 par value; 59,114,300 shares
  issued and outstanding                                       295,571
 Capital in excess of par value                                236,034
 Accumulated deficit prior to April 1, 1985                   (413,549)
 Deficit accumulated during the development stage             (126,722)

  Total Stockholders' Equity (Deficit)                          (8,666)

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $  19,846


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

                             F-3
<PAGE>
                FASHION TECH INTERNATIONAL, INC.
                  (A Development Stage Company)
                    Statements of Operations



                                                                    From the
                                                                  Beginning of
                                                                   Development
                                                                     Stage on
                                            For the              April 1, 1985
                                          Years Ended                Through
                                            March 31,               March 31,
                                     1999          1998                1999
                                                                   (Unaudited)

REVENUES                            $   -         $   -            $      -

EXPENSES                            8,555             -             128,555

NET LOSS                           (8,555)            -            (128,555)

OTHER (EXPENSE) INCOME

 Interest expense                    (111)            -               (111)
 Gain on disposal of assets             -             -              1,944

   Total Other (Expense) Income      (111)            -              1,833

NET LOSS                        $  (8,666)       $    -          $(126,722)

BASIC LOSS PER SHARE            $  (0.00)        $ (0.00)

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING         59,114,300      59,114,300

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

                             F-4
<PAGE>
                FASHION TECH INTERNATIONAL, INC.
                  (A Development Stage Company)
          Statements of Stockholders' Equity (Deficit)

                                                                     Deficit
                                                                   Accumulated
                                                     Capital in    During the
                                 Common Stock        Excess of    Development
                                Shares    Amount     Par Value       Stage

Balance, March 31, 1985        18,306,300  $  91,531  $236,034    $   (413,549)

November 5, 1985 shares
 issued valued at par in
 exchange for cash             10,800,000     54,000         -               -

November 5, 1985 shares
 returned to Company treasury
  and canceled                 (2,000,000)   (10,000)        -               -

November 26, 1985 shares
 issued valued at par in
  exchange for cash                 8,000        40          -               -

March 19, 1986 shares issued
 at par for assets              8,000,000    40,000           -              -

Net loss for the year ended
  March 31, 1986                        -         -           -              -

Balance, March 31, 1986        35,114,300   175,571     236,034       (413,549)

June 13, 1986 shares issued
 at par for services            2,000,000    10,000          -               -

October 7, 1986 shares issued
 at part in exchange for cash  22,000,000   110,000          -               -

Net loss for the year ended
 March 31, 1987                         -         -          -        (118,056)

Balance, March 31, 1987        59,114,300   295,571    236,034        (531,605)

Net loss for the years ended
 March 31, 1988 through
  March  31, 1997                       -         -          -               -

Balance, March 31, 1998        59,114,300   295,571    236,034        (531,605)

Net loss for the year ended
 March 31, 1999                         -         -          -          (8,666)
Balance, March 31, 1999        59,114,300  $295,571  $ 236,034      $ (540,271)

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

                             F-5
<PAGE>
                FASHION TECH INTERNATIONAL, INC.
                  (A Development Stage Company)
                    Statements of Cash Flows


                                                                     From the
                                                                   Beginning of
                                                                    Development
                                                                     Stage on
                                                 For the          April 1, 1985
                                               Years Ended            Through
                                                March 31,             March 31,
                                              1999     1998            1999
                                                                    (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss
Changes in operating asset
 and liability accounts:                 $  (8,666)   $     -       $ (126,722)
 Increase (decrease) in accounts payable     6,401          -            4,457
 Increase (decrease) in accrued interest       111          -              111
 Issuance of stock for services                  -          -           10,000

  Net Cash (Used) by Operating Activities   (2,154)         -         (112,154)

CASH FLOWS FROM INVESTING ACTIVITIES             -          -                -

CASH FLOWS FROM FINANCING ACTIVITIES:

 Issuance of stock for assets                    -          -           40,000
 Issuance of stock for cash                      -          -           70,000
 Increase in loans payable                  22,000          -           22,000

 Net Cash Provided by Financing
  Activities                                22,000          -          132,000

NET INCREASE (DECREASE) IN CASH             19,846          -           19,846

CASH AT BEGINNING OF PERIOD                      -          -                -

CASH AT END OF PERIOD                   $   19,846     $    -       $   19,846

Cash Payments for:

 Income taxes                           $       -      $    -       $        -
 Interest                               $       -      $    -       $        -


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

                             F-6
<PAGE>

                FASHION TECH INTERNATIONAL, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                     March 31, 1999 and 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.  Organization

       Fashion  Tech  International, Inc. (the  "Company")  is  a
       Utah  corporation organized on April 22,  1983  under  the
       named   Portofino  Investment,  Inc.   The  name  of   the
       Company  was  changed to Fashion Tech International,  Inc.
       on  January 31, 1984.  the Company was reclassified  as  a
       development stage company as of March 31, 1998.

       b.  Account Method

       The  Company's financial statements are prepared using the
       accrual  method of accounting.  The Company has adopted  a
       March 31 year end.

       c.  Basic Loss Per Share

       The  computations of basic loss per share of common  stock
       are  based on the weighted average number of shares issued
       and outstanding at the date of the financial statements.

       d.  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  of  assets  and  liabilities  and
       disclosure  of  contingent assets and liabilities  at  the
       date  of  the financial statement and the reported amounts
       of  revenues  and  expenses during the  reporting  period.
       Actual results could differ from those estimates.

       e.  Cash Equivalents

       The  Company considers all highly liquid investments  with
       a  maturity of three months or less when purchased  to  be
       cash equivalents.

       f.  Provision for Taxes

       At  March  31,  1999, the Company had net  operating  loss
       carryforwards  of  approximately  $125,000  that  may   be
       offset  against  future taxable income through  2014.   No
       tax   benefit   has   been  reported  in   the   financial
       statements, because the potential tax benefits of the  net
       operating  loss  carryforwards are offset by  a  valuation
       allowance of the same amount.

                             F-7
<PAGE>
                FASHION TECH INTERNATIONAL, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                     March 31, 1999 and 1998


NOTE 2 - GOING CONCERN

       The  Company's  financial statements  are  prepared  using
       generally accepted accounting principles applicable  to  a
       going  concern  which  contemplates  the  realization   of
       assets  and  liquidation  of  liabilities  in  the  normal
       course  of business.  However, the Company does  not  have
       significant  cash or other material assets,  nor  does  it
       have  an  established  source of  revenues  sufficient  to
       cover  its operating costs and to allow it to continue  as
       a  going concern.  It is the intent of the Company to seek
       a  merger  with  an existing, operating company.   In  the
       interim,  shareholders of the Company  have  committed  to
       meeting its minimal operating expenses.

NOTE 3 - NOTE PAYABLE

       As  of March 31, 1999, the Company had a note payable  for
       $22,000  which bears interest at 8% and is due on  demand.
       Interest  accrued for this note was $111 as of  March  31,
       1999.

NOTE 4 - SUBSEQUENT EVENT

       In  April  1999, the Company approved a 100-for-1  reverse
       split of the Company's, issued and outstanding shares  and
       changed  the  par  value  to  $0.001.   The  Company  also
       authorized 5,000,000 shares of preferred stock with a  par
       value  of  $0.001.  At the same time the  Company  changed
       its domicile from Utah to Nevada.

                             F-8
<PAGE>