SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            FORM 10-KSB
              Annual Report Under Section 13 or 15(d)
              of the Securities Exchange Act of 1934
            For the Fiscal Year Ended: January 31, 2000
                    Commission File No. 0-28759

                     MONUMENT GALLERIES, INC.
 (Exact Name of Small Business Issuer as specified in its charter)

             COLORADO                          84-1461919

          (State or other               (IRS Employer File Number)
          jurisdiction of
          incorporation)

                   3225 East 2{nd} Ave.
                         DENVER, COLORADO          80206
          (Address of principal executive offices) (zip code)

                         (303) 393-1600
       (Registrant's telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act: None

 Securities to be Registered Pursuant to Section 12(g) of the Act:

             Common Stock, $.0.001 per share par value


     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:    X
No:

     Check if there  is  no  disclosure of delinquent filers in response to
Item 405 of Regulation S-B is 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. [  ]

     State issuer's revenues for its most  recent  fiscal  year  $-0-.  The
aggregate  market  value of the voting stock of the Registrant held by non-
affiliates as of January  31,  2000 was not able to be determined since the
Registrant's stock has not ever traded. The number of shares outstanding of
the Registrant's common stock, as  of the latest practicable date, April 6,
2000, was 1,127,625, which is after taking into account a one and one half-
for-one stock dividend effective April 4, 2000.

<PAGE>

     References in this document to  "us,"  "we," or "the Company" refer to
Monument Galleries, Inc.

                              PART I

     (a)  GENERAL DEVELOPMENT OF BUSINESS

     We are a Colorado corporation. Our principal  business address is 3225
East 2{nd} Ave., Denver, Colorado 80206.   Our business plan is to develop,
own and operate a chain of Western art galleries. At  the present time, our
first  proposed  operation  is  at  3225 East 2{nd} Ave., Denver,  Colorado
80206, which is our principal business address.

     We were incorporated under the laws  of  the  State of Colorado on May
15, 1998.  We are presently in the development stage and have not commenced
active operations.

     In 1998, we acquired the trade name "Santa Fe Trail  Art  Gallery" and
the assets and inventory of the Santa Fe Art Gallery and Museum  Store (the
"Gallery").  As of January 31, 1999, we sold this Gallery to a third  party
entity for the assumption of debt of the assets of the Gallery.

     We have not  been  subject  to any bankruptcy, receivership or similar
proceeding.

          (b)  NARRATIVE DESCRIPTION OF THE BUSINESS

     GENERAL

     We have had limited activity  since  inception. However, currently, we
carry  no  material  inventories  and  have  no  accounts   receivable.  No
independent market surveys have ever been conducted to determine demand for
our  products  and  services.  Since  inception,  we have had only  limited
operations and generated limited revenues through January  31, 2000. We had
no profit. Our fiscal year end is January 31st.

     ORGANIZATION

     We  are  comprised of one corporation with no subsidiaries  or  parent
entities.

     We are filing  this Form 10-SB on a voluntary basis because we plan to
engage in equity and/or  debt  financing  in  the  foreseeable  future  and
believe  that  our  fund  raising  will  be  enhanced by having a record of
regular disclosure under the Securities Exchange  Act  of  1934  (the "1934
Act"). We have no plans in the foreseeable future, under any circumstances,
to terminate our registration under the 1934 Act.

<PAGE>


          (c) OPERATIONS

       Since inception, we have been dedicated to developing a chain of art
galleries  specializing  in  Southwestern  Art.  We plan to begin with  one
gallery and to refine our concept. Once we have gained  experience with our
first gallery, we plan to open additional galleries. We do not know at this
time  whether our concept will prove to be successful and  whether  we  can
develop this concept into  a chain of galleries.

     We  will  test  our concept with our first location (the "Store"). The
Store is planned to carry  the  art  and  sculpture  works  of a variety of
Southwestern  artists,  as  wells  as  Native American tools and artifacts,
storyteller dolls, and furniture and accessories.  The  Store also plans to
do  framing  of  art,  with  the  actual work being contracted  out  to  an
unaffiliated third party. We may also publish the art work of artists.

     Our plan in publishing the art  work of artists will be to find new or
unknown artists, place them under exclusive  contract,  publish their works
through prints or similar reproductive media, and to seek  to  profit  from
the increased recognition of and demand for these artists' works.

     A typical project would involve signing an exclusive contract with  an
artist,  printing  an  art work in an edition of approximately two thousand
prints, and retailing the  prints  at  approximately $150 per print. As the
artist becomes more recognized, the price  of  the  prints  would increase,
along with profits to us.

     During this fiscal year, we plan, in addition to developing the Store,
to  search for and to identify potential artists and to publish  their  art
works.  As  of  the  date  of  this  Registration  Statement,  we  are  not
negotiating  any rights to publish art works. In fact, to date, our primary
activity has been directed solely towards organizational efforts.

     In addition  we  plan  to expand through acquisition. We will not only
look at our present industry but will reserve the right to investigate and,
if warranted, merge with or acquire the assets or common stock of an entity
actively  engaged  in business  which  generates  revenues.  We  will  seek
opportunities for long-term  growth  potential  as  opposed  to  short-term
earnings.  As  of the date hereof, we have no business opportunities  under
investigation. None  of  our  officers,  directors, promoters or affiliates
have  engaged  in  any  preliminary  contact  or   discussions   with   any
representative  of  any  other  company  regarding  the  possibility  of an
acquisition or merger between us and such other company.

     With  our  acquisition  of  Real  Estate Opportunities, Inc. in April,
2000, we anticipate the development of substantial  revenues and plan to be
profitable in the next fiscal year. We also plan to evaluate  our  business
focus and may  look more to the development of real estate projects than to
the  development of a chain of Stores. As of this date, we have not made  a
final decision on our focus.
<PAGE>


     We  have  two  part-time  employees,  our President and our Secretary-
Treasurer. Our employees  have agreed to allocate  a  portion of their time
to our activities, without compensation. These officers anticipate that our
business   plan   can   be  implemented  by  their  collectively   devoting
approximately twenty hours per month to our business affairs. Consequently,
conflicts of interest may arise with respect to the limited time commitment
of such officers. These officers  will use their best judgements to resolve
all such conflicts.

     (d)  MARKETS

     Our marketing plan is focused  initially on developing our first Store
and the activities surrounding this Store.  We  will use the efforts of our
officers and directors to market our services.

     (e)  RAW MATERIALS

     The use of raw materials is not material factor  in our operations and
is not expected to be material factor in the future.

     (f)  CUSTOMERS AND COMPETITION

     At  the  present  time,  we expect to be an insignificant  participant
among  art  galleries.   There  are  a  number  of  established  galleries,
virtually all of which are larger and better capitalized than we are and/or
have greater personnel resources  and  technical expertise.  In view of our
combined  extremely  limited  financial resources  and  limited  management
availability, we believe that we  will  continue  to  be  at  a significant
competitive  disadvantage  compared  to  our competitors. There can  be  no
guarantee  that  we  will ever generate substantial  revenues  or  ever  be
profitable.

     (g)  BACKLOG

     At January 31, 2000, we had no backlogs.

     (h)  EMPLOYEES

     At as of the date  hereof, we have two part-time employees who receive
no salaries. We do not plan to hire employees in the future.

     (i)  PROPRIETARY INFORMATION

     We own no proprietary information.

<PAGE>
     (j)  GOVERNMENT REGULATION

     We  are  not  subject  to  any  material  governmental  regulation  or
approvals.

     (k)  RESEARCH AND DEVELOPMENT

     We have never spent any amount in research and development activities.

     (l)  ENVIRONMENTAL COMPLIANCE

     We are not subject to any  costs for compliance with any environmental
laws.

     (m)      SUBSEQUENT EVENT

     On April 6, 2000, our Board  of  Directors approved our acquisition of
all  of the issued and outstanding shares  of  Real  Estate  Opportunities,
Inc.,  a private Colorado corporation (REO). As a result, REO will become a
wholly-owned  subsidiary  of  us.  REO  is  in  the  business of owning and
managing real estate properties. We will issue a total  of 5,482,977 of our
common  shares  in  exchange  for all of the issued and outstanding  common
shares of REO. We have not yet  issued the common share in this transaction
but expect to do so within the next thirty days.

ITEM 2. DESCRIPTION OF PROPERTIES.

     Our business office is located  at   3225  East  2{nd}  Ave.,  Denver,
Colorado  80206.    We  pay  $300  per month in rent for this office space,
which is occupied by our President, F. Jeffrey Krupka, under month-to-month
lease plus the actual expenses of telephone  and fax and $200 per month for
accounting services. We have no properties.

ITEM 3.   LEGAL PROCEEDINGS.

     No legal proceedings of a material nature to which we are a party were
pending during the reporting period, and we know of no legal proceedings of
a material nature pending or threatened or judgments entered against any of
our directors or officers in their capacity as such.

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

     We  did not submit any matter to a vote of  security  holders  through
solicitation  of  proxies  or  otherwise  during  the fourth quarter of the
fiscal year covered by this report.
<PAGE>

                              PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS.

     (a)  PRINCIPAL MARKET OR MARKETS

              Our  securities have never been listed  for  trading  on  any
market and are not quoted  at the present time. We have applied to trade on
the NASD Over-the-Counter Bulletin  Board. However, at the present time, we
do not know where secondary trading will eventually be conducted. The place
of trading, to a large extent, will depend  upon  our eventual size. To the
extent,  however,  that trading will be conducted in  the  Over-the-Counter
market in the so-called  "pink  sheets"  or the NASD's "Electronic Bulletin
Board," a shareholder may find it more difficult  to  dispose  of or obtain
accurate  quotations  as  to  price  of  our  securities. In addition,  The
Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional  disclosure and documentation related to the  market  for  penny
stock and for trades in any stock defined as a penny stock.


     (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

     As of January 31, 2000, we had a total of 751,750 of our common shares
outstanding.  On  April 4, 2000, our Board of Directors approved  a one and
one half-for-one stock  dividend  effective  April 4, 2000. As a result, we
now  have a total of 1,127,625 common shares issued  and  outstanding.  The
number  of  holders  of  record  of  our  common  stock  at  that  date was
approximately sixty-five.

     (c)  DIVIDENDS

     Holders of common stock are entitled to receive such dividends  as may
be  declared  by  our Board of Directors.  No dividends on the common stock
were paid by us during  the  periods  reported  herein nor do we anticipate
paying dividends in the foreseeable future.

     (d)  THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990

     The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to  the  market  for  penny
stock  and  for trades in any stock defined as a penny stock. Unless we can
acquire substantial assets and trade at over $5.00 per share on the bid, it
is more likely than not that our securities, for some period of time, would
be defined under  that Act as a "penny stock." As a result, those who trade
in our securities may be required to provide additional information related
to their fitness to  trade  our shares. Also, there is the requirement of a
broker-dealer, prior to a transaction  in  a  penny  stock,  to  deliver  a
standardized risk disclosure document that provides information about penny
stocks  and  the  risks in the penny stock market. Further, a broker-dealer
must provide the customer with current bid and offer quotations for
<PAGE>
the penny stock, the  compensation of the broker-dealer and its salesperson
in the transaction, and monthly account statements showing the market value
of each penny stock held  in  the  customer's  account.  These requirements
present a substantial burden on any person or brokerage firm  who  plans to
trade  our  securities  and  would thereby make it unlikely that any liquid
trading market would ever result  in our securities while the provisions of
this Act might be applicable to those securities.

     (e)  BLUE SKY COMPLIANCE

     The  trading  of  penny  stock companies  may  be  restricted  by  the
securities laws ("Blue Sky" laws)  of  the  several  states.  Management is
aware  that a number of states currently prohibit the unrestricted  trading
of penny  stock  companies absent the availability of exemptions, which are
in the discretion  of  the states' securities administrators. The effect of
these states' laws would  be  to  limit the trading market, if any, for our
shares and to make resale of shares  acquired  by investors more difficult.


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

Forward-Looking Statements

     The following discussion contains forward-looking statements regarding
our Company, its business, prospects and results  of  operations  that  are
subject to certain risks and uncertainties posed by many factors and events
that  could  cause our actual business, prospects and results of operations
to differ materially  from  those  that may be anticipated by such forward-
looking   statements.  Factors  that  may   affect   such   forward-looking
statements include, without limitation: our ability to successfully develop
new  products  for new markets; the impact of competition on our  revenues,
changes in law or regulatory requirements that adversely affect or preclude
clients from using  our  products  for  certain  applications;  delays  our
introduction of new products or services; and our failure to keep pace with
emerging technologies.

     When used in this discussion, words such as "believes", "anticipates",
"expects",  "intends"  and  similar  expressions  are  intended to identify
forward-looking statements, but are not the exclusive means  of identifying
forward-looking  statements.  Readers  are  cautioned  not  to place  undue
reliance on these forward-looking statements, which speak only  as  of  the
date  of  this  report.  Our Company undertakes no obligation to revise any
forward-looking statements in order to reflect events or circumstances that
may subsequently arise. Readers  are urged to carefully review and consider
the various disclosures made by us  in  this report and other reports filed
with  the   Securities  and  Exchange Commission  that  attempt  to  advise
interested parties of the risks and factors that may affect our  business.

Results of Operations

     We have generated minimal revenues from operations since inception. We
were not profitable for the year  ended  January  31,  2000.  We  had total
revenues of $46,087 since inception but no
<PAGE>
revenues  for  the  year  ended January 31, 1998.  Total operating expenses
from inception were $161,220,  compared  to  $14,974  for the twelve months
ended January 31, 2000. Total loss from operations inception  were $115,133
compared  to  a  loss of $14,974  for the year ended January 31, 2000.  The
major  components  of   general  and  administrative  expenses  are  legal,
accounting, rent and other expenses for the year ended January 31, 2000 and
commissions, consulting, wages, and related expenses and other expenses for
the period from May 15, 1998 (inception) through January 31, 1999..

     Costs of sales  include  all  direct  costs incurred in the process of
operating. The difference between our gross  revenues  and cost of goods is
our gross profit.

     Net  loss  from  operations  from inception was $85,801,  compared  to
$18,374 for the year ended January 31, 2000.

     The principal difference for the  year ended January 31, 2000 compared
to our operations from inception was the  sale  of  our  business assets in
1999.  As  of  the  end of our fiscal year, we  had not yet replaced  these
operations which had  terminated  so that there were no revenues for fiscal
year 2000.  With our acquisition of  REO  in April, 2000, we anticipate the
development of substantial revenues and plan  to  be profitable in the next
fiscal year. We also plan to evaluate our business focus and may  look more
to the development of real estate projects than to  the  development  of  a
chain  of Stores. As of this date, we have not made a final decision on our
focus.

Liquidity and Capital Resources

     Net cash increased to $14,066 as of January 31, 2000, compared to $140
as of January  31, 1999. The Company sold 400,000 shares of common stock to
Le Fonds Deux Mille Premier LLC for $30,000 on September 13, 1999.

     Total current  liabilities  at  January  31,  2000  were $6,050, which
principally reflected an indebtedness to a shareholder.

     We have no accounts receivable or prepaid expenses for either period.

     Accounts  payable  at  January 31, 2000 was $6,000, which  principally
reflected an indebtedness owed to a shareholder.

     We have sustained losses  since inception. Our operating expenses have
been relatively stabile during this  time.  In  any case, we try to operate
with minimal overhead. Our primary activity will be to seek revenues, which
we  believe  we have done with the acquisition of REO.  If  we  succeed  in
generating sufficient  revenues, we will be profitable. We cannot guarantee
that this will ever occur.  Our  plan is to build our Company in any manner
which  will  be  successful. To that  end,  we  may  also  look  for  other
acquisition  candidates,   although   we   have   concluded  no  additional
acquisitions and have spoken with no other potential candidates.
<PAGE>


     We feel that we have inadequate working capital to pursue any business
opportunities other than absorbing REO, our acquisition  candidate.  During
the  next  twelve  months,  we  plan  to  investigate  an  offering  of our
securities,  whether  through a private placement or a public offering.  At
the present time, we have  no  firm arrangements with regard to either type
of offering. We do not intend to pay dividends in the foreseeable future.

ITEM 7.   Financial Statements.
<PAGE>








                         MONUMENT GALLERIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                           FINANCIAL STATEMENTS

                                   WITH

                     REPORT OF INDEPENDENT ACCOUNTANTS

                             JANUARY 31, 2000
















                               PREPARED BY:

                        CORDOVANO AND HARVEY, P.C.
                       CERTIFIED PUBLIC ACCOUNTANTS
                             DENVER, COLORADO

<PAGE>












To the Board of Directors and Shareholders
Monument Galleries, Inc.

                     REPORT OF INDEPENDENT ACCOUNTANTS

We have audited the balance sheet  of  Monument  Galleries, Inc. (A Development
Stage  Company)  as  of  January  31,  2000,  and  the  related  statements  of
operations, shareholders' equity and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's  management.   Our
responsibility  is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present  fairly,  in
all material respects, the financial position of Monument Galleries, Inc. as of
January  31,  2000, and the related statements of operations and cash flows for
the  year  then  ended,   in  conformity  with  generally  accepted  accounting
principles.




Cordovano and Harvey, P.C.
Denver, Colorado
March 29, 2000





                                      F-2
<PAGE>









To the Board of Directors and Shareholders
Monument Galleries, Inc.

                     REPORT OF INDEPENDENT ACCOUNTANTS

We have audited the balance sheet of Monument Galleries, Inc. as of January 31,
1999  (not  separately  included   herein),   and  the  related  statements  of
operations, shareholders' equity and cash flows  for the initial period May 15,
1998   through   January  31,  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  significant
estimates made by management,  as  well  as  evaluating  the  overall financial
statement presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In  our opinion, the financial statements referred to above present fairly,  in
all material respects, the financial position of Monument Galleries, Inc. as of
January  31,  1999, and the related statements of operations and cash flows for
the initial period  May  15,  1998 through January 31, 1999, in conformity with
generally accepted accounting principles.






Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
December 6, 1999





                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                    ASSETS
<S>                                      <C>
Current assets:
   Cash                                  $                              14,066


                     LIABILITIES AND SHAREHOLDERS' EQUITY



Current liabilities:
      Accounts and notes payable:
      Trade accounts payable         $                                     50
            Indebtedness to related party (Note B)                      6,000
            Total current liabilities                                   6,050

Shareholders' equity (Note D):
      Preferred stock, $0.001 par value; 1,000,000 shares authorized,
            -0- issued and outstanding                                      -
      Common stock, $0.001 par value, 10,000,000 shares authorized,
            751,750 shares issued and outstanding                         752
      Additional paid-incapital                                       111,439
      Deficit accumulated during the development stage                (18,374)
      Retaineddeficit                                                 (85,801)
            Total shareholders' equity                                  8,016
                                        $                              14,066


</TABLE>
<PAGE>


                         MONUMENT GALLERIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                       NOTES TO FINANCIAL STATEMENTS
March 31, 1998

Note A: Organization and summary of significant accounting policies

Operations and transfer of business

On June 27, 1988, Monument Galleries,  Inc. (the "Company") was incorporated in
Colorado on May 15, 1998.  The Company operated  as  a local retail art gallery
from the date of incorporation through January 31, 1999.  During  that  period,
the  Company  issued  a  total  of 429,750 shares of its common stock, of which
78,000 shares were subsequently cancelled,  for  cash  of  $46,650 and services
valued  at  $34,541.   Effective  January  31,  1999,  the Company  transferred
substantially all of its assets, subject to its liabilities,  and operations to
Santa  Trail  Folk Art Market, LLC, an unrelated third party. On  the  date  of
transfer, the Company's  assets  consisted  principally  of  stock-in-trade and
fixtures totaling $26,546.  Its liabilities consisted of loans  from  principle
shareholders and trade payables totaling $55,878. The Company recorded  a  gain
of  $29,332  on  the  transfer.  On  February 1, 1999, became an inactive shell
corporation.

DEVELOPMENT STAGE ENTERPRISE

On  February  1,  1999, as a result of the  transfer  described  in  the  first
paragraph,  the  Company  entered  the  development  stage.   Accordingly,  the
accompanying  financial  statements  have  been  prepared  in  accordance  with
Statement of Financial  Accounting  Standards No. 7 "ACCOUNTING FOR DEVELOPMENT
STAGE ENTERPRISES".

CHANGE OF CONTROL

On September 13, 1999, the Company sold  400,000  shares of its common stock to
Le  Fonds Duex Mille Premier, LLC, a Colorado Limited  Liability  Company,  for
$30,000  to  be  used  to  finance the preparation and filing of a registration
statement with the SEC.  The  sale  resulted  in 751,750 shares of common stock
outstanding at January 31, 2000.  The board of  directors  further approved the
lease  of  office  space  from an affiliate and the employment of  a  part-time
accountant.  On January 4,  2000,  the Company filed its registration statement
on Form 10-SB with the SEC, which became  effective March 4, 2000.  The Company
is seeking a business combination with an operating  company in order to pursue
its plan of developing, owning, and operating a chain of Western art galleries.

<PAGE>

Use of estimates

The  preparation of the financial statements in conformity  with  generally
accepted  accounting  principals  requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities;
disclosure  of  contingent  assets and  liabilities  at  the  date  of  the
financial statements; and the  reported  amounts  of  revenues and expenses
during the reporting period.  Accordingly, actual results could differ from
those estimates.


FINANCIAL INSTRUMENTS AND CASH EQUIVALENTS

The  Company's  financial  instruments  consist of cash, accounts  payable  and
indebtedness  to  a  related  party.  The carrying  value  of  these  financial
instruments approximates fair value  because  of  their  short-term  nature  or
because  they  bear  interest  at  rates  which  approximate  market rates. For
financial accounting purposes and the statement of cash flows, cash equivalents
include all highly liquid debt instruments purchased with an original  maturity
of three months or less.

                                      F-8
<PAGE>

                         MONUMENT GALLERIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                       NOTES TO FINANCIAL STATEMENTS
The Company conducts no operations, has no regular employees, and had $3,516
(unaudited) cash on hand at December 31, 1998. In addition, the Company has a
history of operating losses and a deficit in working capital at March 31, 1888
and December 31, 1998.  In December 1998, the Directors approved a plan to sell
about 90 percent of the Company to a new group of investors whose strategy is
to merge the Company with a profitable operating entity.  The approved plan
provides, among other things, for the issuance of 20,092,500 shares of the
Company's $.001 par value common stock to the investors.  THERE IS NO
ASSURANCE, HOWEVER, TO INDICATE THAT A SUITABLE MERGER CANDIDATE CAN BE FOUND
OR THAT A MERGER WILL NECESSARILY RESULT IN PROFITABLE OPERATIONS.  In
addition, the history of operating losses coupled with the deficit in working
capital raises substantial doubt about the Company's ability to continue as a
going concern.

If the approved plan is consummated, the majority of the control of the Company
will  rest  with  the new investors and significant changes may be made to  the
present slate of officers and directors of the Company.

UNAUDITED FINANCIAL INFORMATION
The accompanying financial information as of December 31, 1998, for the periods
from June 27, 1988  through  December  31,  1998  and for the nine months ended
December  31,  1998  is unaudited.  In management's opinion,  such  information
includes  all  normal  recurring   entries  necessary  to  make  the  financial
information not misleading.

STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards  No.  123,  "Accounting  for Stock-
Based  Compensation,"  (SFAS  123) was issued in October 1995.  This accounting
standard encourages all entities  to  adopt the fair value based method defined
in  SFAS  No.  123 for all of their employee  stock-based  compensation  plans.
However, it permits  an  entity  to  continue  to measure compensation cost for
those plans under the method defined in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB  25).  Companies that elect
to use the method provided in APB 25 are required to disclose the pro forma net
income and earnings per share that would have resulted from the use of the fair
value based method.  The Company has elected to continue to determine the value
of the stock-based compensation under the provisions of APB 25.

MARCH 31, 1998

Income Taxes

The Company reports income taxes in accordance with SFAS  No.  109, "Accounting
for Income Taxes", which requires the liability method in accounting for income
taxes.   Deferred tax assets and liabilities arise from the difference  between
the tax basis of an asset or liability and its reported amount on the financial
statements. Deferred tax amounts are determined by using the tax rates expected
to be in effect when the taxes will actually
<PAGE>
  be paid or  refunds  received,  as  provided  under  currently  enacted  law.
Valuation  allowances are established when necessary to reduce the deferred tax
assets to the amounts expected to be realized. Income tax expense or benefit is
the tax payable  or  refundable, respectively, for the period plus or minus the
change during the period in the deferred tax assets and liabilities.

LOSS PER COMMON SHARE

The Company reports loss  per  share  using  a  dual  presentation of basic and
diluted loss per share as required by SFAS No. 128 "Earnings per Share".  Basic
loss per share was computed by dividing net loss by the weighted average number
of shares outstanding for the period ended.  Diluted loss  per share is similar
to  basic  loss  per  share except that the weighted average number  of  common
shares outstanding is increased  by the number of common shares that would have
been outstanding if dilutive potential  common  shares  had  been  issued.  The
Company  has  a  simple  capital  structure  with  no dilutive potential shares
outstanding as of January 31, 2000; therefore, dilutive  loss  per share is not
presented.

ADOPTION OF A NEW ACCOUNTING PRINCIPLE

Effective  February 1, 1999, the Company adopted Statement of Position  ("SOP")
98-5, "Reporting  on  the  Costs  of  Start-Up Activities."  SOP 98-5 provides,
among  other  things,  guidance  on  the  reporting   of   start-up  costs  and
organization costs.  It requires costs of start-up activities  and organization
costs to be expensed as incurred. The cumulative effect of the adoption  of SOP
98-5  was  a charge to operations for the year ended January 31, 2000, totaling
$3,400, related to organization costs previously capitalized.

NOTE B: RELATED PARTY TRANSACTIONS

The Company  rented  office  space and equipment from an affiliate for $300 per
month, on a month-to-month basis,  beginning  in  September 1999.  For the year
ended January 31, 2000 and for the period from May 15, 1998 (inception) through
January  31,  1999, the Company paid rent to the affiliate  in  the  amount  of
$1,200 and $-0-, respectively.
                                      F-9
<PAGE>

                         MONUMENT GALLERIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                       NOTES TO FINANCIAL STATEMENTS

In addition, the  Company  purchased accounting services from the affiliate for
$200 per month beginning in  September  1999.   For  the year ended January 31,
2000 and for the period from May 15, 1998 (inception) through January 31, 1999,
the  Company  paid  rent  to  the  affiliate in the amount of  $800  and  $-0-,
respectively.
MARCH 31, 1998

ACCRUED LOSS CONTINGENCIES

On August 17, 1995, the Company advanced  $50,000  to  a  merger candidate. The
advance was evidenced by a promissory.  The $50,000 had previously been held in
escrow,  pending  a  merger  with  an  operating  company,  in accordance  with
applicable  state  law. The merger was subsequently abandoned and  the  $50,000
note is in default.   Management  has  established  an  allowance  for the full
amount  of  the  principal  due  on the note and accrued interest.  The Company
continues collection efforts.

During the year ended January 31,  1999,  a  shareholder  advanced  the Company
$6,000 for working capital.  As of January 31, 2000, the $6,000 is reflected as
indebtedness to related party in the accompanying financial statements.

NOTE C: INCOME TAXES

A  reconciliation  of  U.S.  statutory federal income tax rate to the effective
rate follows for the year ended  January  31,  2000 and the period from May 15,
1998 (inception) through  ended January 31, 1999:
<PAGE>
<TABLE>
<CAPTION>
<S>                               <C>             <C>

                                                   May 15, 1998
                                                   (inception)
                                   Year Ended      through
                                   January 31,     January 31,
                                   2000            1999

U.S. statutory federal rate        15.00%          15.00%
State income tax rate               4.40%           4.40%
Net operating loss for which no
 tax benefit is currently
 available                         19.04%          19.04%
                                    0.00%           9.00%

</TABLE>
<PAGE>

The  benefit  for  income  taxes  from operations consisted  of  the  following
components at January 31, 19982000: current tax benefit of $44713,131 resulting
from a net loss before income taxes,  and  deferred  tax  expense of $44713,131
resulting from the valuation allowance recorded against the  deferred tax asset
resulting from net operating losses.  The change in the valuation allowance for
year  ended  January  31,  2000  and  the  period from May 15. 1998 (inception)
through January 31, 1999 and 1997 was $2,851  and  $10,280,  respectively.  Net
operating  loss  carryforwards  at  January 31, 2000 will begin expire in 2020.
The valuation allowance will be evaluated  at the end of each year, considering

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

Because the Company underwent an ownership change in January  1999,  as defined
in  Section  382  of the Internal Revenue Code, the Company's tax net operating
loss carryforwards  generated  prior to the ownership change will be subject to
an annual limitation which could  reduce  or  defer  the  utilization  of those
losses.






                                     F-10
<PAGE>

                         MONUMENT GALLERIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

NOTE D: SHAREHOLDERS' EQUITY

PREFERRED STOCK

The  preferred  stock  may  be  issued  in series as determined by the Board of
Directors.  As required by law, each series must designate the number of shares
in the series and each share of a series  must  have  identical  rights  of (1)
dividend,   (2)  redemption,  (3)  rights  in  liquidation,  (4)  sinking  fund
provisions for  the  redemption of the shares,  (5) terms of conversion and (6)
voting rights.

PRIVATE OFFERINGS OF COMMON STOCK

The Company sold 205,750 shares of its common stock to non-accredited investors
for $46,650 during the period from May 15, 1998 (inception) through January 31,
1999.   The  proceeds of  the  sale  were  used  to  finance  the  art  gallery
operations.    The Company claimed exemption from registration under Regulation
D of the securities  Act  of  1933,  as  amended  when offering and selling the
shares.

On September 13, 1999, the Company sold 400,000 shares  of  its common stock to
Le  Fonds  Duex Mille Premier, LLC, a Colorado Limited Liability  Company,  for
$30,000.  The   shares   were  sold  in  accordance  with  the  exemption  from
registration afforded by Section  4  (2)  of  the  Securities  Act  of 1933, as
amended.

STOCK-BASED COMPENSATION

The  Company  issued  199,000  shares  and  25,000  shares of its common stock,
respectively, to its founders and its attorney in exchange  for  their services
during the period from May 15, 1998 (inception) through January 31, 1999.   The
shares were issued in accordance with the exemption from registration  afforded
by  Section 4 (2) of the Securities Act of 1933, as amended.   The shares  were
valued  at  the  estimated  fair  value of the common stock ($.23 per share) as
determined  by  the  board  of  directors   based   on  contemporaneous  equity
transactions and other analyses.  The Company has elected  to  account  for the
stock-based  compensation paid to its founders under the provisions of APB  No.
25; however, it  has  computed, for pro forma disclosure purposes, the value of
the stock-based compensation using the method prescribed by SFAS No. 123:
<PAGE>

<TABLE>
<CAPTION>

<S>                                       <C>              <C>
                                                           May 15, 1998
                                                           (inception)
                                          Year Ended       through
                                          January 31,      January 31,
                                          2000             1999
Net loss as reported                     $(18,374)         $(85,801)
Effect of SFAS No. 123                                          -
Pro forma net loss                       $(18,374)         $85,801)

</TABLE>
Six class "A" and two class "B" common stock purchase warrants were issued with
each share of common stock  issued  to  the  Company's founders.  In connection
with the "blind pool " public offering, two class  "A" and one class "B" common
stock purchase warrants were offered with each unit.   As  of  March  31, 1998,
there  were  10,465,000 class "A" and 3,732,500 class "B" common stock purchase
warrants outstanding, respectively (See Note A).




                                     F-11
<PAGE>

                         MONUMENT GALLERIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

NOTE E: RESTATEMENT OF 1999 FINANCIAL STATEMENTS

When valuing the  issuance  of  shares  for  services  for  financial statement
purposes,  the  Company  did  not  take  into  account  contemporaneous  equity
transactions  and  other  analysis.   The  Company is restating  its  operating
statement for the year ended January 31, 1999 to record $34,317 of  stock-based
compensation  relating to the issuance of those shares.
































                                     F-12
<PAGE>



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

         The Company did not have any disagreements on accounting and financial
   disclosures with its present accounting firm during the reporting period.


                                   PART III

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

   Our Directors and Executive Officers, their ages and positions  held  in the
Company as of January 31, 2000 are as follows:

   Our Directors and Executive Officers, their ages and present positions  held
are as follows:

   NAME                    AGE         POSITION HELD

   F. Jeffrey Krupka       44          President, Chief Executive Officer
                                       And Director

   Cynthia Kettl           52          Secretary-Treasurer and Director

   Our  Directors  will serve in such capacity until our next annual meeting of
shareholders and until  their  successors have been elected and qualified.  The
officers  serve  at the discretion  of  our  Directors.  There  are  no  family
relationships among  our officers and directors, nor are there any arrangements
or understandings between  any of our directors or officers or any other person
pursuant to which any officer  or  director  was  or  is  to  be selected as an
officer or director.

   F.  Jeffrey  Krupka. Mr. Krupka has been our President and a Director  since
September 13, 1999.  He  has  also been the Chief Executive Officer of Platinum
Financial Fund, LLC, a private  investment  company, since 1998.  From October,
1995  to  1998,  he was the owner of Krupka and  Associates,  LLC.,  a  private
investment company.  He  has been involved in real estate as well as securities
investment activities since 1981.

   Cynthia Kettl.  Ms. Kettl  been  our Treasurer since September 13, 1999. She
has  been involved with Platinum Financial  Fund,  LLC,  a  private  investment
company,  since  1998.   From October, 1995 to 1998, she was employed by Krupka
and Associates, LLC., a private  investment  company.  Ms.  Kettl   received  a
Bachelor's  degree  in  Business  Management from Metropolitan State College in
1981, a Bachelor's degree in Accounting from Metropolitan State College in 1998
, and an Associates Degree in Business  from  Community College North Denver in
1978.

   COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.

   Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act") requires
our officers and directors and persons owning more  than ten percent of the our
Common  Stock, to file initial reports of ownership and  changes  in  ownership
with the  Securities and Exchange Commission ("SEC"). Additionally, Item 405 of
Regulation  S-B under the 34 Act requires us to identify in its Form 10-KSB and
proxy statement  those individuals for whom one of the above referenced reports
was not filed on a  timely  basis  during  the most recent fiscal year or prior
fiscal
<PAGE>
 years. Given these requirements, we have the  following  report  to make under
this section.  None of our Officers or Directors made timely filings  of  their
Forms  3  and  5  in  the last fiscal year.  All such persons have been advised
concerning their responsibilities regarding future compliance with these rules.

ITEM 10. EXECUTIVE COMPENSATION.

   None of our executive  officers  received any compensation during the fiscal
years  ended January 31, 1999 or 2000,  except  for  Ms.  Kettl.  See  "Certain
Transactions.". Our date of inception is May 15, 1998.

   We have  granted  no  shares of our capital stock as additional compensation
and have no plans to do so.

   We do not pay members of  our  Board of Directors any fees for attendance or
similar  remuneration, but reimburse  them  for  any  out-of-  pocket  expenses
incurred by them in connection with our business.

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

   The following  sets  forth  the number of shares of the Registrant's $.0.001
par value common stock beneficially owned by (i) each person who, as of January
31, 2000, was known by the Company  to  own beneficially more than five percent
(5%) of its common stock; (ii) the individual  Directors  of the Registrant and
(iii) the Officers and Directors of the Registrant as a group.   As  of January
31,  2000,  there were a total of 751,750 shares issued and outstanding.  These
shares are listed  before  giving  effect  to  a  one and one half-to one stock
dividend effective April 4, 2000.
<TABLE>
<CAPTION>
<S>                        <C>                           <C>
NAME AND ADDRESS           AMOUNT AND NATURE OF          PERCENT OF
OF BENEFICIAL OWNER        BENEFICIAL OWNERSHIP (1)(2)     CLASS

F. Jeffrey Krupka                   90,258(3)             12%
3225 East 2{nd} Ave.
Denver, Colorado 80206

Cynthia Kettl                          4,000             .5%
3225 East 2{nd} Ave.
Denver, Colorado 80206

Arthur W. Zarlengo Rev. Trust          91,851            12.2%
621 17{th} Street
Suite 911
Denver, Colorado 80202

Nancy M. Miller                        91,851            12.2%
470 Sunset Drive
Golden, Colorado 80401

Janet Brophy                           90,258            12%
6195 South Akron Way
Greenwood Village, Colorado 80111

All Officers and Directors as a Group  94,258(3)         12.5%
3225 East 2{nd} Ave.
(two persons)
</TABLE>
<PAGE>

(1) All ownership is beneficial and on record, unless indicated otherwise.

(2)Beneficial owners listed above have sole voting  and  investment  power with
   respect to the shares shown, unless otherwise indicated.

(3)Mr. Krupka's father, Frank Krupka, owns  a total of 4,000 shares of  record.
   Mr. Krupka disclaims any beneficial ownership in his father's interest.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   Our  business  office  is located at  3225 East 2{nd} Ave., Denver, Colorado
80206.   We began paying $300  per  month  in  rent in September, 1999 for this
office space, which is occupied by our President,  F.  Jeffrey  Krupka, under a
month-to-month lease.

   We  purchase accounting services from Ms. Kettl, our Secretary-Treasurer  at
the rate of $200 per month, beginning in September, 1999.

   During the year ended January 31, 1999, a shareholder advanced us $6,000 for
working capital, which is still reflected as an indebtedness.

                                   PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
               (a)   The  following  financial  information is filed as part of
   this report:
                     (1) FINANCIAL STATEMENTS
                     (2)   SCHEDULES
                     (3)   EXHIBITS.  The following  exhibits  required by Item
                           601  to  be  filed  herewith  are  incorporated   by
                           reference to previously filed documents:
EXHIBIT NO.    DESCRIPTION

 +  3A               Articles of Incorporation
 +  3B               Bylaws
+ Previously Filed.
               (b)  REPORTS  ON FORM 8-K.  The Company filed no reports on Form
8-K during the fourth quarter of the fiscal year ended January 31, 2000.












<PAGE>



                                 SIGNATURES

In accordance with Section 12  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.


                                       Monument Galleries, Inc.



Dated:  4/24/00                        By:    /S/      F.     JEFFREY    KRUPKA

                                             F. Jeffrey Krupka
                                             President


   Pursuant to the requirements of the Securities Exchange Act  of  1934,  this
report  has  been  signed  below  by  the  following  persons  on behalf of the
Registrant and in the capacities and on the dates indicated.


                                       CHIEF FINANCIAL OFFICER



Dated: 4/24/00                         By:        /S/       CYNTHIA       KETTL

                                             Cynthia Kettl
                                             Treasurer


Dated:  4/24/00                        By:     /S/     F.    JEFFREY     KRUPKA

                                             F. Jeffrey Krupka
                                             Director




<PAGE>

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549





                                 FORM 10-KSB

                                  EXHIBITS
                                     TO
                          Monument Galleries, Inc.


<PAGE>

                              INDEX TO EXHIBITS


  Exhibit                                      Page or
  NUMBER         DESCRIPTION                  CROSS REFERENCE

+  3A                 Articles of Incorporation

+  3B                 Bylaws

+ Previously Filed.