SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                    For the fiscal year ended April 30, 1999
                          Commission File No. 33-26692

                           HIGH COUNTRY VENTURES, INC.
             (Exact name of registrant as specified in its charter)

              Minnesota                                  41-0825298
    (State or other jurisdiction             (IRS Employer Identification No.)
  of Incorporation or Organization)

                                121 S. 8th Street
                          Minneapolis, Minnesota 55402
               (Address of principal executive office) (Zip Code)

                  Registrant's telephone number: (612) 339-3733

           Securities registered pursuant to Section 12(b) of the Act:
                                  Common Stock

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

                          Common Stock, (no par value)
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes__ NO_X_

The aggregate market value of the voting stock held by non-affiliates of the
Registrant on April 30, 1999, based on the average bid and asked prices of
Common Stock in the over-the-counter market on that date was None.

5,425,920 shares of Registrant's Common Stock, no par value were outstanding on
April 30, 1999, prior to the effectiveness of the latest practicable date.

<PAGE>


                                    CONTENTS

                                                                            Page
                                                                            ----

PART I

         Item 1.  BUSINESS                                                  3

         Item 2.  PROPERTY                                                  3

         Item 3.  LEGAL PROCEEDINGS                                         3

         Item 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS                                       3

PART II

         Item 5.  MARKET FOR REGISTRANT'S COMMON
                  EQUITY AND RELATED STOCKHOLDER
                  MATTERS                                                   4

         Item 6.  SELECTED FINANCIAL DATA                                   4

         Item 7.  MANAGEMENT'S DISCUSSION AND
                  ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS                                 4

         Item 8.  FINANCIAL STATEMENTS AND
                  SUPPLEMENTARY DATA                                        5

         Item 9.  DISAGREEMENTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE                                      5

PART III

         Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF
                  THE REGISTRANT                                            5

         Item 11. EXECUTIVE COMPENSATION                                    6

         Item 12. SECURITY OWNERSHIP OF CERTAIN
                  BENEFICIAL OWNERS AND MANAGEMENT                          6

         Item 13. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS                                              6


                                       2
<PAGE>

PART IV

         Item 14. EXHIBITS, FINANCIAL STATEMENT
                  SCHEDULES AND REPORTS ON FORM 8-K                         6


                                     PART I

Item 1. - BUSINESS

         The Company was incorporated in Minnesota in February, 1959. There were
several name changes, and in April, 1988 the name was changed to the present
name.

         The Company was engaged in the business of assisting new prospects in
setting up their own retail clothing and shoe stores. Services included store
fixtures and beginning inventory, management training and consulting, assistance
with the selection of accessories and grand opening.

         The Company acted as a holding company for High Country Fashions, Inc.,
and, on April 29, 1997, abandoned its investment in High Country Fashions, Inc.
and approved a transfer of High Country Fashions, Inc. to Continental Casuals,
Ltd., a company owned by the Company's President and majority stockholder. The
Company recorded a gain on this abandonment and resulting debt cancellation of
$1,600,000 because the liabilities of High Country Fashions, Inc. exceeded its
assets.

         The transaction left the Company with no assets and no business.


Item 2. - PROPERTY

         None


Item 3. - LEGAL PROCEEDINGS

         The Company's subsidiary, High Country Fashions, Inc. filed a petition
in the Bankruptcy Court on January 7, 1998.


Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
          HOLDERS

         None.


                                       3
<PAGE>


                                     PART II

Item 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

         The Company's common stock is traded on the Minneapolis local over the
counter market. There were no trades in fiscal 1998.

         There are 381 shareholders of record.

         The Company has never paid a dividend, cash or otherwise.


Item 6. - SELECTED FINANCIAL DATA

                                    Fiscal Years Ended April 30,
                                    ----------------------------
                                    1999             1998
                                    ----             ----

Income Statement Data
---------------------
   Net Sales                        $    --          $    --
   Net Income (loss)                $(1,040)         $(1,732)
Per Share Data
--------------
Net Income (loss)                   $    --          $    --


                                            As of April 30,
                                            ---------------
                                            1999            1998
                                            ----            ----

Balance Sheet Data
------------------
   Total Assets                             $     --        $     --
   Total Liabilities                        $ 35,791        $ 34,751
   Stockholders' Equity (Deficit)           $(35,791)       $(34,751)


Item 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

         The Company acted as a holding company for High Country Fashions, Inc.,
and, on April 29, 1997, abandoned its investment in High Country Fashions, Inc.
and approved a transfer of High Country Fashions, Inc. to Continental Casuals,
Ltd., a company owned by the Company's President and majority stockholder. The
Company recorded a gain on this abandonment and resulting debt cancellation of
$1,600,000 because the liabilities of High Country Fashions, Inc. exceeded its
assets.

         The transaction left the Company with no assets and no business.


                                       4
<PAGE>


Item 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements are attached following Item 14.


Item 9. - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE.

         None.


                                    PART III

Item 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The executive officers and directors of the Company, with a brief
description, are as follows:

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

Alan Burke                 34               President, Director

Michael P. Johnson         37               Secretary, Director


         Alan Burke, he is self employed, and for more than the past 5 years has
been a financial consultant to foreign companies seeking financial opportunities
in the United States.

         Michael P. Johnson, has the President and owner of MP Johnson
Construction, Inc. since 1988.

         The directors of the Company are elected annually by the shareholders
for a term of one year or until their successors are elected and qualified. The
officers serve at the pleasure of the Board of Directors.


Item 11. - EXECUTIVE COMPENSATION.

         There was no executive compensation in 1998 and 1999.


Item 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT.


                                       5
<PAGE>


         There are presently 5,425,920 shares of the Company's common shares
outstanding. The following table sets forth the information as to the ownership
of each person who, as of the date of this Offering Circular, owns of record, or
is known by the Company to own beneficially, more than five per cent of the
Company's common stock, and the officers and directors of the Company.


                             Shares of           Percent of Ownership
Name                         Common Stock
--------------------------------------------------------------------------

Stephen C. Loughlin          3,000,000                 55%

Directors and Officers       None
as a group


Item 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company acted as a holding company for High Country Fashions, Inc.,
and, on April 29, 1997, abandoned its investment in High Country Fashions, Inc.
and approved a transfer of High Country Fashions, Inc. to Continental Casuals,
Ltd., a company owned by the Company's President and majority stockholder. The
Company recorded a gain on this abandonment and resulting debt cancellation of
$1,600,000 because the liabilities of High Country Fashions, Inc. exceeded its
assets.


                                     PART IV

Item 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
           REPORTS ON FORM 8-K.

         (a) Attached are the Financial Statements and Independent Auditor's
         Report on Examination of Financial Statements for the years ended April
         30, 1999, April 30, 1998 and April 30, 1997.

         (b) Attached are the following Financial Statement Schedules and
         Auditors Report on Schedules,

         None

         All schedules are omitted because they are not required or not
         applicable or the information is shown in the financial statements or
         notes thereto.

         (c) No report was filed on Form 8-K.

         (d) There are no exhibits.


                                       6
<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                              FINANCIAL STATEMENTS

              YEARS ENDED APRIL 30, 1999, 1998 AND 1997 (UNAUDITED)


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Independent Auditors' Report..................................................1


Financial Statements:

         Balance Sheets.......................................................2

         Statements of Operations.............................................3

         Statements of Stockholders' Equity (Deficit).........................4

         Statements of Cash Flows.............................................5

         Notes to Financial Statements........................................6

<PAGE>


                      CALLAHAN, JOHNSTON & ASSOCIATES, LLC
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

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

                          INDEPENDENT AUDITORS' REPORT


Stockholders and Board of Directors
High Country Ventures, Inc.
Minneapolis, Minnesota


We have audited the accompanying balance sheets of High Country Ventures, Inc.
as of April 30, 1999 and 1998, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 High Country Ventures, Inc. as
of April 30, 1999 and 1998, and the results of operations, stockholders' equity
(deficit) and cash flows for the years then ended, 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 has no viable operations or significant assets
and is dependent upon shareholders to provide sufficient working capital to
maintain the integrity of the corporate entity. These circumstances create
substantial doubt the Company's ability to continue as a going concern and are
discussed in Note 2. The financial statements do not contain any adjustments
that might result from the outcome of these uncertainties.

/s/ Callahan, Johnston & Associates, LLC

CALLAHAN, JOHNSTON & ASSOCIATES, LLC
Minneapolis, Minnesota
July 14, 2000

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

              7850 METRO PARKWAY, SUITE 207, MINNEAPOLIS, MN 55425
                   TELEPHONE: (952)858-7207 FAX: (952)858-7202
                        E-MAIL: callahan_johnston@msn.com

<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      April 30,
                                                      -------------------------------------------
                                                          1999           1998             1997
                                                      -----------     -----------     -----------
                                                                                      (Unaudited)
<S>                                                   <C>             <C>             <C>
                    ASSETS
                    ------

Current assets:
    Attorney Trust Account                            $        --     $        --     $        --
                                                      ===========     ===========     ===========


    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
    ----------------------------------------------

Current liabilities:
    Accounts payable and accrued liabilities          $    35,791     $    34,751     $    33,019
                                                      -----------     -----------     -----------

Stockholders' equity (deficit):
    Preferred stock: undesignated par value;
        5,000,000 shares authorized; none issued
        and outstanding                                        --              --              --
    Common stock: no par value; 50,000,000
        shares authorized; issued and outstanding
        shares 5,425,920                                  437,415         437,415         437,415
    Accumulated deficit                                  (473,206)       (472,166)       (470,434)
                                                      -----------     -----------     -----------

        Total stockholders' equity (deficit)              (35,791)        (34,751)        (33,019)
                                                      -----------     -----------     -----------

        Total liabilities and
          stockholders' equity (deficit)              $        --     $        --     $        --
                                                      ===========     ===========     ===========
</TABLE>


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

                                        2
<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                          Years Ended April 30,
                                                -------------------------------------------
                                                   1999            1998            1997
                                                -----------     -----------     -----------
                                                                                (Unaudited)
<S>                                             <C>             <C>             <C>
Revenues                                        $        --     $        --     $        --

Administrative expenses                               1,040           1,732              --

Income tax expense (benefit)                             --              --              --
                                                -----------     -----------     -----------

        Operating income (loss)                      (1,040)         (1,732)             --

Loss from discontinued operations/
    subsidiary, net of income taxes
    of $-0-, $-0-, $-0-, respectively                    --              --        (261,676)

Gain on debt cancellation upon abandonment
    and transfer of discontinued operations/
    subsidiary, net of income taxes of
    $-0-, $-0-, $-0-, respectively                       --              --       1,613,548
                                                -----------     -----------     -----------

        Net income (loss)                            (1,040)         (1,732)      1,351,872

Other comprehensive income (loss)                        --              --              --
                                                -----------     -----------     -----------

Comprehensive income (loss)                     $    (1,040)    $    (1,732)    $ 1,351,872
                                                ===========     ===========     ===========

Basic earnings (loss) per share:
    Continuing operations                       $        --     $        --     $        --
                                                ===========     ===========     ===========
    Discontinued operations                     $        --     $        --     $       .25
                                                ===========     ===========     ===========


Weighted average number of
  shares outstanding                              5,425,920       5,425,920       5,425,920
                                                ===========     ===========     ===========
</TABLE>


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

                                        3
<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

              YEARS ENDED APRIL 30, 1999, 1998 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
                                         Preferred Stock                 Common Stock
                                    --------------------------    --------------------------    Accumulated
                                       Shares         Amount         Shares        Amount         Deficit          Total
                                    -----------    -----------    -----------    -----------    -----------     -----------
<S>                                                <C>              <C>          <C>            <C>             <C>
BALANCES, May 1, 1996                        --    $        --      5,425,920    $   437,415    $(1,822,306)    $(1,384,891)

    Fiscal year 1997 (unaudited)             --             --             --             --      1,351,872       1,351,872
                                    -----------    -----------    -----------    -----------    -----------     -----------

BALANCES, APRIL 30, 1997                     --             --      5,425,920        437,415       (470,434)        (33,019)

    Fiscal year 1998                         --             --             --             --         (1,732)         (1,732)
                                    -----------    -----------    -----------    -----------    -----------     -----------

BALANCES, April 30, 1998                     --             --      5,425,920        437,415       (472,166)        (34,751)

    Fiscal year 1999                         --             --             --             --         (1,040)         (1,040)
                                    -----------    -----------    -----------    -----------    -----------     -----------

BALANCES, April 30, 1999                     --    $        --      5,425,920    $   437,415    $  (473,206)    $   (35,791)
                                    ===========    ===========    ===========    ===========    ===========     ===========
</TABLE>


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

                                        4
<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) In Cash

<TABLE>
<CAPTION>
                                                            Years Ended April 30,
                                                  -----------------------------------------
                                                      1999          1998           1997
                                                  -----------    -----------    -----------
                                                                               (Unaudited)
<S>                                               <C>            <C>            <C>
Cash flows from operating activities:
    Net income (loss)                             $    (1,040)   $    (1,732)   $ 1,351,872
    Adjustments to reconcile net income
        (loss) to cash flows from
        operating activities:
          Gain on debt cancellation upon
            abandonment/transfer of
            discontinued operations/subsidiary             --             --     (1,613,548)
          Assets (liabilities) of discontinued
            operations/subsidiary                          --             --        261,676
          Attorney Trust Account                           --             --             --
          Accounts payable and other
            current liabilities                         1,040          1,732             --
                                                  -----------    -----------    -----------

      Cash flows from operating activities                 --             --             --
                                                  -----------    -----------    -----------

Cash flows from financing activities                       --             --             --
                                                  -----------    -----------    -----------

Cash flows from investing activities                       --             --             --
                                                  -----------    -----------    -----------

Increase (decrease) in cash                                --             --             --

Cash:
  Beginning of year                                        --             --             --
                                                  -----------    -----------    -----------

  End of year                                     $        --    $        --    $        --
                                                  ===========    ===========    ===========


Supplemental cash flow information:

    Interest paid                                 $        --    $        --    $    83,758
                                                  ===========    ===========    ===========

    Income taxes paid                             $        --    $        --    $        --
                                                  ===========    ===========    ===========


Summary of non cash activity:

    The gain on debt cancellation upon the abandonment/transfer of High Country
    Fashions, Inc. on April 29, 1997 is considered non cash activity.
</TABLE>


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

                                        5
<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                          NOTES TO FINANCIAL STATEMENTS

              YEARS ENDED APRIL 30, 1999, 1998 AND 1997 (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company was incorporated on February 11, 1959, under the laws of the State
of Minnesota. On April 13, 1988, the Company changed its name to High Country
Ventures, Inc.

High Country Ventures, Inc. formerly acted as a holding company for its
wholly-owned subsidiary, High Country Fashions, Inc. (HCF). On April 29, 1997
the Company abandoned its investment in HCF and approved the transfer of HCF to
Continental Casuals, LTD, a Company owned by High Country Ventures, Inc.'s then
President and then majority stockholder. The Company recorded a gain on this
abandonment and resulting debt cancellation of $1,600,000 because the
liabilities of HCF exceeded its assets.

The Company currently has no operations.

Risks, Estimates and Uncertainties

     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 statements and reported amounts of revenues and expenses during
     the reporting period.


                                   (Continued)
                                        6
<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                          NOTES TO FINANCIAL STATEMENTS

              YEARS ENDED APRIL 30, 1999, 1998 AND 1997 (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income

SFAS No. 130 establishes standards for the reporting and disclosure of
comprehensive income and its components which will be presented in association
with our Company's financial statements. Comprehensive income is defined as the
change in a business enterprise's equity during a period arising from
transactions, events or circumstances relating to nonowner sources, such as
foreign currency translation adjustments and unrealized gains or losses on
available-for-sale securities. It includes all changes in equity during a period
except those resulting from investments by or distributions to owners. For the
fiscal years ended April 30, 1999, 1998, and 1997, net income and comprehensive
income were equivalent.

Earnings Per Share

The Company implemented FASB 128: Earnings Per Share. FASB 128 replaces the
presentation of primary EPS with basic EPS. Basic EPS excludes dilution and is
computed by dividing net income by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution from stock
options and warrants and is computed using the treasury stock method. Under the
treasury stock method stock options are assumed to have been exercised at the
beginning of the period if the exercise price exceeds the average market price
during the period. The computation of diluted EPS does not assume conversion or
exercise of securities that would have an antidilutive effect on earnings per
share.

There are not outstanding stock options or warrants.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" which requires the
use of the "liability method" of accounting for income taxes.


                                   (Continued)
                                        7
<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                          NOTES TO FINANCIAL STATEMENTS

              YEARS ENDED APRIL 30, 1999, 1998 AND 1997 (UNAUDITED)


NOTE 2 - CONTINUED EXISTENCE

The Company is fully dependent upon the support of certain stockholder(s) for
the maintenance of its corporate status and to provide all working capital
support for the Company. These stockholder(s) intend to continue to fund
necessary expenses to sustain the Company. The Company is presently seeking a
merger candidate and feels it will be successful in finding such a candidate.

Failure of the Company to find a merger candidate and achieve profitable
operations or the failure of its stockholder(s) to fund necessary expenses of
the Company could result in the Company being unable to continue as a going
concern.

NOTE 3 - DISPUTED LIABILITIES

On April 29, 1997, at the time of the abandonment of High Country Fashions, Inc.
(HCF) and its subsequent transfer to Continental Casuals, LTD, the Company
became inactive (see Note 1). On January 7, 1998, HCF voluntarily filed a
petition under Chapter 7 of the U.S. Bankruptcy Code. On July 24, 1999, the
trustee for HCF's bankruptcy filed a no-asset report with the Court indicating
HCF had no property available for distribution from the bankruptcy estate. On
October 5, 1999, HCF's bankruptcy case was closed and all of its obligations
discharged.

Although none of HCF's creditors pursued collection from the Company, in fiscal
year 2000 the Company settled certain of these liabilities through payments of
cash totaling $30,000 and the transfer of 100,000 of the Company's common stock
owned by one of the Company's largest stockholders. Through July 14, 2000 no
other creditors of HCF have contacted the Company.

NOTE 4 - INCOME TAXES

The abandonment of High Country Fashions, Inc. on April 29, 1997, resulted in
debt cancellation income of $1,600,000. The Company excluded this debt
cancellation from income under the insolvency exclusion allowed for under the
Internal Revenue Code. Under audit the Internal Revenue Service could question
the Company's use of the insolvency exclusion. The Company feels that use of the
insolvency exclusion is appropriate in that the Company was insolvent,
liabilities exceeded assets, immediately before and also after the debt
cancellation.


                                   (Continued)
                                        8
<PAGE>


                           HIGH COUNTRY VENTURES, INC.

                          NOTES TO FINANCIAL STATEMENTS

              YEARS ENDED APRIL 30, 1999, 1998 AND 1997 (UNAUDITED)


NOTE 4 - INCOME TAXES (Continued)

As a result of its exclusion of the debt cancellation income, the Company was
required to reduce its tax attributes at that date. That reduced the Company's
net operating loss carryforwards to zero at that date. The Company's subsequent
net operating loss carryforwards are fully allowed for due to questions
regarding the Company's ability to utilize these losses before they expire.

  Deferred tax asset relating to net operating
    loss carryforwards                                                $     700
  Valuation allowance                                                      (700)
                                                                      ---------

  Net deferred tax asset                                              $      --
                                                                      =========


At April 30, 1999, the Company has carryforwards as follows:

                                                        Federal          State
                                                       ---------      ---------

  2013                                                 $   1,700      $   1,700
  2014                                                     1,000          1,000
                                                       ---------      ---------

                                                       $   2,700      $   2,700
                                                       =========      =========


NOTE 5 - SUBSEQUENT EVENT

Equity Infusion

On July 12, 2000, a large stockholder of the Company infused $25,000 into the
Company to help settle a disputed payable (see Note 3). No additional shares
were issued as part of this equity infusion.


                                        9
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated September 29, 2000



                                       HIGH COUNTRY VENTURES, INC.



                                       by      /S/ Michael P. Johnson
                                          -------------------------------------
                                              Michael P. Johnson