U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
                                   Amendment #2

(Mark  One)

  X  report  under  section  13  or  15(d)  of  the  Securities
-----
Exchange Act of 1934 for the fiscal year ended December 31, 1999.

_____Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____.

Commission  File  No:   000-26359

                           LAL MIAMI ENTERPRISES, INC.
                           ---------------------------
                     (Name of small business in its charter)

             Nevada                                      59-3356011
   ----------------------------                     -------------------
   (State or other jurisdiction                        (IRS Employer
        of Incorporation)                           Identification No.)

                              33555 Somerset Trace
                              --------------------
            Address of Principal Executive Office (street and number)


                               Marietta, GA 30067
                               ------------------
                            City, State and Zip Code

Issuer's telephone number: (770) 953-6439

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

     None

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

     Common Stock, par value $.01


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

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  contained  in  this  form,  and  no disclosure will be


<PAGE>
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.  ___

     State issuer's revenue for its most recent fiscal year: $  -0-

     State the aggregate market value of the voting stock held by non-affiliates
computed  by  reference to the price at which the stock was sold, or the average
bid  and  asked  priced of such stock, as of a specified date within the past 60
days  (See  definition  of  affiliate  in  Rule12b-2):  -0-

     Note:  If  determining  whether  a  person  is an affiliate will involve an
unreasonable  effort  and expense, the issuer may calculate the aggregate market
value  of  the  common  equity held by non-affiliates on the basis of reasonable
assumptions,  if  the  assumptions  are  stated.

     (Issuers  involved  in  bankruptcy  proceedings during the past five years)
Check  whether  the  issuer  has  filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.  Yes  ____  No  ____

     (Applicable  only  to  corporate  registrants)  State  the number of shares
outstanding  of  each of the issuer's classes of common equity, as of the latest
practicable  date:  5,000,000  as  of  February  29,  2000.

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


                                     PART I

ITEM  1.        DESCRIPTION  OF  BUSINESS.

General
-------

       The  Company  was  incorporated  under the laws of the State of Nevada on
April  4,  1997,  and  is in the early developmental and promotional stages.  To
date  the  Company's  only activities have been organizational ones, directed at
the  raising  of capital, and preliminary efforts to seek one or more properties
or  businesses  for  acquisition.  The  Company has not commenced any commercial
operations.  The  Company  has  no  full-time employees and owns no real estate.


<PAGE>
     The  Company's  business  plan  is to seek, investigate, and, if warranted,
acquire  one  or more properties or businesses.  Such an acquisition may be made
by  purchase,  merger, exchange of stock, or otherwise, and may encompass assets
or a business entity, such as a corporation, joint venture, or partnership.  The
Company  has  very  limited capital, and it is unlikely that the Company will be
able  to take advantage of more than one such business opportunity.  The Company
intends to seek opportunities demonstrating the potential of long-term growth as
opposed  to  short-term  earnings.

     As  of the end of its fiscal year ending December 31, 1999, the Company has
not  identified  any  business  opportunity that it plans to pursue, nor has the
Company  reached  any  agreement  or  definitive  understanding  with any person
concerning  an  acquisition.

     It  is  anticipated that the Company's officers and directors will initiate
contacts  with  securities  broker-dealers  and  other  persons engaged in other
aspects  of  corporate  finance to advise them of the Company's existence and to
determine  if  the  companies  or  businesses they represent have an interest in
considering a merger or acquisition with the Company.  No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  given  the  limited  funds  that  are expected to be available for
acquisitions,  or  that  any  acquisition  that occurs will be on terms that are
favorable  to  the  Company  or  its  stockholders.

     The  Company's  search  will  be  directed  toward  small  and medium-sized
enterprises which have a desire to become public corporations and which are able
to  satisfy,  or anticipate in the reasonably near future being able to satisfy,
the  minimum asset requirements in order to qualify shares for trading on NASDAQ
or  on  an  exchange  such  as  the  American  or  Pacific Stock Exchange.  (See
"Investigation  and  Selection  of  Business  Opportunities.")  The  Company
anticipates that the business opportunities presented to it will (i) be recently
organized  with  no  operating  history,  or a history of losses attributable to
under-capitalization  or  other  factors;  (ii)  be  experiencing  financial  or
operating  difficulties;  (iii)  be in need of funds to develop a new product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in (i) through (iv).  The Company intends to concentrate its acquisition efforts
on properties or businesses that it believes to be undervalued.  Given the above
factors,  investors  should  expect  that  any  acquisition candidate may have a
history  of  losses  or  low  profitability.

     The  Company  does  not  propose  to  restrict  its  search  for investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage  in  essentially  any  business, to the extent of its limited
resources.  This  includes  industries  such  as  service,  finance,  natural
resources,  manufacturing,  high  technology,  product  development,  medical,
communications  and  others.  The  Company's  discretion  in  the  selection  of
business  opportunities  is  unrestricted,  subject  to the availability of such
opportunities,  economic  conditions,  and  other  factors.

     As  a consequence of the Company's registration of its securities under the
Securities  Exchange  Act  of  1934,  any  entity which has an interest in being
acquired  by  the  Company  is expected to be an entity that desires to become a
public  company  as  a  result  of  the  transaction. In connection with such an


<PAGE>
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would  be  issued  by  the Company or purchased from the Company's
current  principal  shareholders  by  the  target  entity  or  its  controlling
shareholders.

     It  is  anticipated  that business opportunities will come to the Company's
attention  from various sources, including its officers and directors, its other
stockholders,  professional  advisors  such  as  attorneys  and  accountants,
securities  broker-dealers,  venture  capitalists,  members  of  the  financial
community, and others who may present unsolicited proposals.  The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person  to  act  as  a  finder  of  opportunities  for  the  Company.

Investigation  and  Selection  of  Business  Opportunities
----------------------------------------------------------

     To  a  large  extent,  a  decision  to  participate  in a specific business
opportunity  may  be made upon management's analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products or marketing concepts, the merit of technological changes, and numerous
other  factors  which  are  difficult, if not impossible, to analyze through the
application  of  any  objective  criteria.  In many instances, it is anticipated
that  the  historical  operations  of  a  specific  firm  may not necessarily be
indicative of the potential for the future because of the possible need to shift
marketing  approaches  substantially,  expand  significantly,  change  product
emphasis,  change  or  substantially  augment management, or make other changes.
Because  of  the lack of training or experience of the Company's management, the
Company  will be dependent upon the owners of a business opportunity to identify
such  problems  and  to  implement,  or  be  primarily  responsible  for  the
implementation  of,  required changes.  Because the Company may participate in a
business  opportunity  with  a  newly  organized  firm  or  with a firm which is
entering  a  new  phase of growth, it should be emphasized that the Company will
incur  further  risks, because management in many instances will not have proved
its  abilities or effectiveness, the eventual market for such company's products
or  services  will  likely  not  be  established,  and  such  company may not be
profitable  when  acquired.

     It  is anticipated that the Company will not be able to diversify, but will
essentially  be  limited  to  one  such venture because of the Company's limited
financing.  This  lack  of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should  be  considered  an adverse factor affecting any decision to purchase the
Company's  securities.

     The  analysis  of business opportunities will be undertaken by or under the
supervision  of  the Company's executive officers and directors.  Although there
are  no  current  plans  to  do  so,  Company  management  might hire an outside
consultant  to  assist  in  the  investigation  and  selection  of  business
opportunities,  and  in  that  event,  might  pay a finder's fee.  Since Company
management  has  no  current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to


<PAGE>
be  used in selecting such consultants or advisors, the services to be provided,
the  term  of  service,  or regarding the total amount of fees that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such  fee  the  Company  agrees  to  pay would be paid in stock and not in cash.
Otherwise,  the  Company  anticipates that it will consider, among other things,
the  following  factors:

     (1)   Potential  for growth and profitability, indicated by new technology,
           anticipated  market  expansion,  or  new  products;

     (2)   Strength  and  diversity  of  existing  management,  or  management
           prospects  that  are  scheduled  for  recruitment;

     (3)   Capital  requirements and anticipated availability of required funds,
           to be provided  from  operations,  through  the  sale  of  additional
           securities,  through  joint  ventures  or  similar  arrangements,  or
           from other sources;  and

     (4)   The Company's perception of how any particular  business  opportunity
           will  be  received  by  the investment community and by the Company's
           stockholders;

     (5)   The  availability  of  audited  financial statements for the business
           opportunity;  and

     (6)   Whether, following the business combination, the  financial condition
           of  the  business  opportunity  would be, or would have a significant
           prospect  in  the foreseeable future of becoming sufficient to enable
           the  securities  of the Company to qualify for listing on an exchange
           or on a national  automated  securities  quotation  system,  such  as
           NASDAQ.

     No  one of the factors described above will be controlling in the selection
of  a  business  opportunity, and management will attempt to analyze all factors
appropriate  to  the  opportunity and make a determination based upon reasonable
investigative  measures  and available data.  Potential investors must recognize
that,  because  of the Company's limited capital available for investigation and
management's  limited  experience  in  business  analysis,  the  Company may not
discover  or  adequately  evaluate  adverse  facts  about  the
opportunity  to  be  acquired.

     The  Company  is  unable  to  predict when it may participate in a business
opportunity  and  it  has  not  established  any  deadline  for  completion of a
transaction.  It  expects,  however,  that  the  process  of seeking candidates,
analysis  of  specific proposals and the selection of a business opportunity may
require  several  additional  months  or  more.

     Company  management  believes  that  various  types  of potential merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These  include  acquisition  candidates desiring to create a public
market  for  their  shares  in order to enhance liquidity for current and future
shareholders,  acquisition  candidates  which  have  long-term plans for raising
equity  capital  through  the  public  sale  of  securities and believe that the
possible  prior  existence  of  a  public  market  for their securities would be
beneficial,  and  acquisition candidates which plan to acquire additional assets
through  issuance  of  securities  rather  than  for  cash, and believe that the
possibility  of


<PAGE>
development  of  a  public  market for their securities will be of assistance in
that  process.  Acquisition  candidates  which have a need for an immediate cash
infusion  are  not  likely  to  find  a  potential business combination with the
Company  to  be  an  attractive  alternative.

Form  of  Acquisition
---------------------

     It is impossible to predict the manner in which the Company may participate
in  a business opportunity.  Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon  the  basis  of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by  management to be suitable will be selected.  Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and  other contractual arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing  such  structure  may  require  the  merger,  consolidation  or
reorganization  of  the  Company  with  other  corporations or forms of business
organization.  In  addition,  the  present  management  current  and  future
stockholders  of  the Company most likely will not have control of a majority of
the  voting  shares  of  the Company following a reorganization transaction.  As
part of such a transaction, the Company's directors may resign and new directors
may  be  appointed  without  any  vote  by  stockholders.

     It  is likely that the Company will acquire its participation in a business
opportunity  through  the  issuance  of  Common Stock or other securities of the
Company.  Although  the  terms  of  any such transaction cannot be predicted, it
should  be  noted  that  in  certain  circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal  Revenue Code of 1986, depends upon the issuance to the stockholders of
the  acquired  company of up to 80% of the common stock of the combined entities
immediately  following  the reorganization.  If a transaction were structured to
take  advantage  of  these  provisions  rather  than other "tax free" provisions
provided  under  the  Internal  Revenue Code, the Company's stockholders in such
circumstances  would retain in the aggregate 20% or less of the total issued and
outstanding shares.  This could result in substantial additional dilution in the
equity  of  those  who  were  stockholders  of  the  Company  prior  to  such
reorganization.  Any  such  issuance  of  additional  shares  might also be done
simultaneously  with  a  sale  or  transfer of shares representing a controlling
interest  in  the  Company  by  the  current  officers,  directors and principal
shareholders.  (See  "Description  of  Business  -  General").


     Under  the  current  policy  of  the  United States Securities and Exchange
Commission  ("the Commission") both before and after a business combination with
an  operating  entity,  our promoters or affiliates as well as their transferees
are  "underwriters"  of  the  securities  which  we  have  issued to our current
shareholders.  As such, under the Commissions current policy, none of our issued
and  outstanding  shares  or  future  shares  that  we may issued can be sold or
transferred  before or after a business combination in reliance upon Rule 144 of
the  Securities  Act  of  1933.  In addition, our securities may only be sold or
exchanged  after  a  registration  statement has been filed and become effective
under  the  Securities Act of 1933 or under an exemption from registration other
than Rule 144 of the Securities Act of 1933.


     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,  or under certain conditions or at specified times
thereafter.  The  issuance  of  substantial  additional  securities  and  their
potential  sale  into  any  trading  market  that might develop in the Company's
securities  may  have  a  depressive  effect  upon  such  market.


<PAGE>
     The  Company  will  participate  in  a  business opportunity only after the
negotiation  and  execution  of a written agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such  an  agreement  would require
specific  representations  and warranties by all of the parties thereto, specify
certain  events of default, detail the terms of closing and the conditions which
must  be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon  default,  and  include  miscellaneous  other  terms.

Employees
---------

     The  Company is a development stage company and currently has no employees.
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 business opportunities.  The need for
employees  and  their  availability  will  be  addressed  in connection with the
decision  whether  or  not  to  acquire  or  participate  in  specific  business
opportunities.  No remuneration will be paid to the Company's officers except as
set  forth  under  "Executive Compensation" and under "Certain Relationships and
Related  Transactions."


     CAUTIONARY  STATEMENT  FOR  PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical matters
and  financial  statements  prepared  in  accordance  with  generally  accepted
accounting  principals  and  statements in regard to those financial statements,
the  matters  discussed in this Form 10-KSB are forward-looking statements based
on  current  expectations, and involve risks and uncertainties.  Forward-looking
statements  include,  but  are  not  limited to, statements  under the following
headings:


     (i)     "Description  of  Business  - General" - the general description of
the  Company's  plan to seek a merger or acquisition candidate, and the types of
business  opportunities  that  may  be  pursued.

     (ii)     "Description of Business - Investigation and Selection of Business
Opportunities"  -  the  steps  which  may  be  taken  to investigate prospective
business  opportunities,  and  the  factors  which  may  be  used in selecting a
business  opportunity.

     (iii)     "Description  of  Business - Form of Acquisition" - the manner in
which  the  Company  may  participate  in  a  business  acquisition.


     Forward  looking statements do not include historical matters and financial
Statements  prepared in accordance with generally accepted accounting principals
and statements in regard to those financial statements.  The company  wishes  to
caution  the  reader that there are many uncertainties and unknown factors which
could affect its ability to carry out  its business plan in the manner described
herein.


ITEM  2.       DESCRIPTION  OF  PROPERTY.


<PAGE>
     The  Company  currently  has  no  investments  in  real estate, real estate
mortgages,  or  real  estate securities, and does not anticipate making any such
investments in the future.  The Company does not currently maintain an office or
any  other  facilities.  It  does  currently maintain a mailing address at 33555
Somerset  Trace,  Marietta, GA 30067  which is the address of its president. The
Company  pays  no rent for the use of this mailing address. The Company does not
believe  that  it will need to maintain an office at any time in the foreseeable
future  in  order  to  carry  out  its plan of operations described herein.  The
Company's  telephone  number  there  is  (770)  953-6439.

ITEM  3.       LEGAL  PROCEEDINGS.

     The  Company is  not  a party to any pending legal proceedings, and no such
proceedings  are  known  to  be  contemplated.

     No director, officer or affiliate of the Company, and no owner of record or
beneficial  owner  of  more  than  5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the  Company  or  has a material interest adverse to the Company in reference to
pending  litigation.

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

     No  matters  were  submitted  to  a  vote  of  the  security holders of the
Company  during  the  fourth quarter of the fiscal year which ended December 31,
1999.

                                     Part II

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

     Although  the  Company's  shares  have  been  approved  for  trading on the
National Quotation Bureau Pink Sheets under the trading symbol "LALV," no actual
trading of such shares has occurred and no bid or asked prices have been posted.
It  is  not  anticipated  that  any actual trading activity will occur until the
Company  has  completed  a  merger  or  acquisition  transaction.  The Company's
securities  are currently held of record by a total of approximately 34 persons.

     No dividends have been declared or paid on the Company's securities, and it
is  not  anticipated  that  any  dividends  will  be  declared  or  paid  in the
foreseeable  future.

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

       The  Company  remains  in the development stage and, since inception, has
experienced  no  significant  change  in  liquidity  or  capital  resources  or
stockholder's  equity.

Results  of  Operations
-----------------------


<PAGE>
     During  the  period  from  December 31, 1998 through December 31, 1999, the
Company  has  engaged  in  no  significant  operations other than organizational
activities,  acquisition  of capital, preparation and filing of the registration
of  its  securities  under  the  Securities  Exchange  Act  of 1934, as amended,
compliance  with  its periodical reporting requirements, and efforts to locate a
suitable  merger  or  acquisition  candidate.  No  revenues were received by the
Company  during  this  period.

     The Company anticipates that until a business combination is completed with
an  acquisition  candidate, it will not generate revenues.  It may also continue
to operate at a loss after completing a business combination, depending upon the
performance  of  the  acquired  business.

Need  for  Additional  Financing
--------------------------------

     The Company will require additional capital in order to meet its cash needs
for  the  next  year,  including  the  costs  of  compliance with the continuing
reporting  requirements  of  the  Securities  Exchange  Act of 1934, as amended.

     No  specific  commitments  to  provide  additional  funds have been made by
management  or  other  stockholders,  and  the  Company  has  no  current plans,
proposals,  arrangements  or understandings with respect to the sale or issuance
of  additional  securities  prior  to  the  location  of a merger or acquisition
candidate.  Accordingly,  there  can  be  no assurance that any additional funds
will  be  available  to  the  Company  to  allow  it  to  cover  its  expenses.
Notwithstanding the foregoing, to the extent that additional funds are required,
the  Company  anticipates  receiving such funds in the form of advancements from
current  shareholders without issuance of additional shares or other securities,
or  through the private placement of restricted securities rather than through a
public offering.  The Company does not currently contemplate making a Regulation
S  offering.

     The  Company  may  also  seek  to  compensate  providers  of  services  by
issuances  of stock in lieu of cash.  For information as to the Company's policy
in  regard  to  payment  for consulting services, see "Certain Relationships and
Transactions."

     Year  2000  issues  are  not  currently material to the Company's business,
operations  or  financial  condition, and the Company did not incur any material
expenses with respect to Year 2000 issues and as of this date, did not encounter
any  Year  2000  issues.

ITEM  7.       FINANCIAL  STATEMENTS.

Index  to  Financial  Statements
Report  of  Independent  Certified  Public  Accountant
Balance  Sheet
Statement  of  Loss  and  Accumulated  Deficit
Statement  of  Stockholders'  Equity
Statements  of  Cash  Flows
Notes  to  Financial  Statements


<PAGE>
<TABLE>
<CAPTION>
                           LAL MIAMI ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 1999


                      ASSETS
                      ------

CURRENT ASSETS:                                     1999
                                                  --------
<S>                                               <C>

      TOTAL CURRENT ASSETS                        $  0.00
                                                  --------

TOTAL ASSETS                                      $     0
                                                  ========


     STOCKHOLDERS' EQUITY
     --------------------
CURRENT LIABILITIES:

      TOTAL CURRENT LIABILITIES                   $     0
                                                  --------


STOCKHOLDERS' EQUITY:
 COMMON STOCK, $.001 PAR
VALUE,
  50,000,000 SHARES
AUTHORIZED, 5,000,000
SHARES
  ISSUED AND OUTSTANDING                            2,000
 ADDITIONAL PAID-IN
CAPITAL                                               600
 (DEFICIT) ACCUMULATED
DURING
  DEVELOPMENT STAGE                                (2,600)
                                                  --------
                                                        0
                                                  --------
                                                  $     0
                                                  ========
</TABLE>


     SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


<PAGE>
<TABLE>
<CAPTION>
                                LAL MIAMI ENTERPRISES, INC.
                               (A DEVELOPMENT STAGE COMPANY)
                                 STATEMENTS OF OPERATIONS
                          YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                  YEAR           YEAR        PERIOD FROM
                                                 ENDED           ENDED       INCEPTION TO
                                              DECEMBER 31,   DECEMBER 31,    DECEMBER 31,
                                                  1999           1998            1999
                                             --------------  -------------  --------------
<S>                                          <C>             <C>            <C>


OPERATING EXPENSES                           $         600   $           0  $       2,600
                                             --------------  -------------  --------------
(LOSS FROM OPERATIONS) AND
NET (LOSS)                                   $        (600)  $           0  $      (2,600)
                                             ==============  =============  ==============


PER SHARE INFORMATION:
 BASIC AND DILUTED (LOSS)
PER COMMON SHARE                             $        0.00   $        0.00  $        0.00
                                             ==============  =============  ==============


 WEIGHTED AVERAGE SHARES
OUTSTANDING                                      5,000,000       5,000,000      5,000,000
                                             ==============  =============  ==============
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


<PAGE>
<TABLE>
<CAPTION>
                                  LAL MIAMI ENTERPRISES, INC.
                                 (A DEVELOPMENT STAGE COMPANY)
                          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE PERIOD FROM INCEPTION (APRIL 4, 1997) TO DECEMBER 31, 1999


                                                                           DEFICIT
                                                                          ACCUMULATED
                                                                            DURING
                                           COMMON STOCK     ADDITIONAL      DEVELOP-
                                        ------------------    PAID-IN        MENT
ACTIVITY                                 SHARES    AMOUNT     CAPITAL        STAGE      TOTAL
--------------------------------------  ---------  -------  -----------  ------------  --------
<S>                                     <C>        <C>      <C>          <C>           <C>


SHARES ISSUED FOR
SERVICES
  ON APRIL 4, 1997 AT
$.0004 PER SHARE                        5,000,000  $ 2,000  $         0  $         0   $ 2,000


NET LOSS FOR THE PERIOD                         0        0            0       (2,000)   (2,000)
                                        ---------  -------  -----------  ------------  --------


BALANCE DECEMBER 31, 1997
AND 1998                                5,000,000    2,000            0       (2,000)        0


  CAPITAL CONTRIBUTION BY
OFFICER                                    0        0          600                 0         0


NET (LOSS) FOR THE PERIOD
 ENDED DECEMBER 31, 1999                   0        0            0              (600)        0
                                        ---------  -------  -----------  ------------  --------


BALANCE, DECEMBER 31,
1999                                    5,000,000  $ 2,000  $       600  $    (2,600)  $     0
                                        =========  =======  ===========  ============  ========
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


<PAGE>
<TABLE>
<CAPTION>
                                 LAL MIAMI ENTERPRISES, INC.
                                (A DEVELOPMENT STAGE COMPANY)
                                  STATEMENTS OF CASH FLOWS
                           YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                    YEAR           YEAR        PERIOD FROM
                                                   ENDED           ENDED       INCEPTION TO
                                                DECEMBER 31,   DECEMBER 31,    DECEMBER 31,
                                                    1999           1998            1999
                                               --------------  -------------  --------------
<S>                                            <C>             <C>            <C>


NET INCOME (LOSS) . . . . . . . . . . . . . .  $        (600)  $           0  $      (2,600)

  ADJUSTMENTS TO RECONCILE NET INCOME TO NET

   CASH PROVIDED BY OPERATING ACTIVITIES:

   SERVICES PROVIDED AS CAPITAL CONTRIBUTION.            600                  $         600
                                               --------------  -------------  --------------

   SHARES ISSUED FOR SERVICES PROVIDED. . . .              0               0          2,000
                                               --------------  -------------  --------------

  TOTAL ADJUSTMENTS . . . . . . . . . . . . .            600               0          2,600
                                               --------------  -------------  --------------

  NET CASH PROVIDED BY (USED IN)

   OPERATING ACTIVITIES . . . . . . . . . . .              0               0              0



INCREASE (DECREASE) IN CASH . . . . . . . . .              0               0              0

CASH AND CASH EQUIVALENTS,

 BEGINNING OF PERIOD. . . . . . . . . . . . .              0               0              0

CASH AND CASH EQUIVALENTS,

 END OF PERIOD. . . . . . . . . . . . . . . .  $           0   $           0  $           0
                                               ==============  =============  ==============
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


<PAGE>
<TABLE>
<CAPTION>
                           LAL MIAMI ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


                                         YEAR           YEAR        PERIOD FROM
                                         ENDED          ENDED      INCEPTION TO
                                     DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                         1999           1998           1999
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>


SUPPLEMENTAL CASH FLOW INFORMATION:

   CASH PAID FOR INTEREST . . . . .  $           0  $           0  $           0

   CASH PAID FOR INCOME TAXES . . .  $           0  $           0  $           0
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


<PAGE>
INDEPENDENT  AUDITOR'S  REPORT


Board  of  Directors  and  Shareholders
LAL  Miami  Enterprises,  Inc.


We  have audited the balance sheet of LAL Miami Enterprises, Inc. (a development
stage  company)  as  of  December  31,  1999  and  the  related  statements  of
operations,  changes in stockholders' equity, and cash flows for the and each of
the  years  in  the  two  year  period ended December 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  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 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 LAL Miami Enterprises, Inc. as
of  December  31, 1999 and the results of its operations and cash flows for each
of  the years in the two year period ended December 31, 1999, in conformity with
generally  accepted  accounting  principles.




                          James  E.  Scheifley  &  Associates,  P.C.
                          Certified  Public  Accountants

Denver,  Colorado
February  25,  2000


<PAGE>
LAL  Miami  Enterprises,  Inc.
Notes  to  Financial  Statements
December  31,  1999


Note  1.  Organization  and  Summary  of  Significant  Accounting  Policies.
          ------------------------------------------------------------------

The  Company was incorporated in Nevada on April 4, 1997.  The Company is in its
development  stage  and to date its activities have been limited to organization
and  capital  formation.  The Company has chosen December 31st as the end of its
fiscal  year.

     Loss  per  share:
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common  stockholders  by  the  weighted  average  number  of common stock shares
outstanding  during  the  year.  Diluted  EPS is computed by dividing net income
available  to common stockholders by the weighted-average number of common stock
shares  outstanding  during the year plus potential dilutive instruments such as
stock  options  and  warrants.  The  effect  of  stock options on diluted EPS is
determined  through  the  application  of  the  treasury  stock  method, whereby
proceeds  received  by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the  period.  Loss  per  share is unchanged on a diluted basis since the Company
has  no  potentially  dilutive  securities  outstanding.

     Intangible  Assets:
The  Company  makes  reviews for the impairment of long-lived assets and certain
identifiable  intangibles  whenever  events or changes in circumstances indicate
that  the  carrying  amount  of an asset may not be recoverable.  Under SFAS No.
121,  an  impairment  loss  would be recognized when estimated future cash flows
expected  to  result  from  the use of the asset and its eventual disposition is
less  than  its carrying amount.  No such impairment losses have been identified
by  the  Company  to  date.

      Cash:
For  purposes  of  the statement of cash flows, the Company considers all highly
liquid  debt instruments purchased with a maturity of three months or less to be
cash  equivalents.

     Estimates:
The  preparation  of  the  Company=s financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from these
estimates


<PAGE>
     Fair  value  of  financial  instruments
The  Company's  short-term  financial  instruments  consist  of  cash  and  cash
equivalents  and  accounts  payable.  The  carrying  amounts  of these financial
instruments  approximates  fair  value  because  of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit  risk  consist  principally of cash.  During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered  by  the  Federal  Deposit  Insurance  Corporation.

The  Company  does  not hold or issue financial instruments for trading purposes
nor  does  it  hold  or  issue  interest  rate or leveraged derivative financial
instruments

     Stock-based  Compensation
The  Company  adopted  Statement  of  Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's first
quarter  of  1996.  Upon  adoption  of FAS 123, the Company continued to measure
compensation  expense  for its stock-based employee compensation plans using the
intrinsic  value method prescribed by APB No. 25, Accounting for Stock Issued to
Employees.  The  Company  did  not  pay  any stock based compensation during any
period  presented.

New  Accounting  Pronouncements
SFAS  No.  130, AReporting Comprehensive Income@, establishes guidelines for all
items  that  are  to  be  recognized under accounting standards as components of
comprehensive  income to be reported in the financial statements.  The statement
is  effective  for  all  periods  beginning  after  December  15,  1997  and
reclassification  financial  statements for earlier periods will be required for
comparative purposes.  To date, the Company has not engaged in transactions that
would  result  in  any  significant difference between its reported net loss and
comprehensive  net  loss  as defined in the statement and therefore the reported
net  loss  is  equivalent  to  comprehensive  net  loss.

In  March  1998,  the  American Institute of Certified Public Accountants issued
Statement  of  Position  98-1,  Accounting  for  the  Costs of Computer Software
Developed  or  Obtained  for  Internal  Use  ("SOP  98-1").  SOP  98-1  provides
authoritative guidance on when internal-use software costs should be capitalized
and  when  these  costs  should  be  expensed  as  incurred.

Effective  in  1998,  the  Company adopted SOP 98-1, however the Company has not
incurred  costs  to  date  which would require evaluation in accordance with the
SOP.


<PAGE>
Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments  of  an  Enterprise  and  Related  Information  ("SFAS  131"). SFAS 131
superseded  SFAS  No.  14,  Financial  Reporting  for  Segments  of  a  Business
Enterprise.  SFAS  131  establishes  standards  for the way that public business
enterprises  report  information  about  operating  segments in annual financial
statements and requires that those enterprises report selected information about
operating  segments  in  interim  financial  reports.  SFAS 131 also establishes
standards for related disclosures about products and services, geographic areas,
and  major  customers.  The  adoption  of  SFAS  131  did  not affect results of
operations  or financial position.  To date, the Company has not operated in any
business  activity.

Effective December 31, 1998, the Company adopted the provisions of SFAS No. 132,
Employers'  Disclosures about Pensions and Other Post-retirement Benefits ("SFAS
132").  SFAS  132  supersedes  the  disclosure  requirements  in  SFAS  No.  87,
Employers'  Accounting for Pensions, and SFAS No. 106, Employers' Accounting for
Post-retirement  Benefits Other Than Pensions. The overall objective of SFAS 132
is  to  improve  and  standardize  disclosures  about  pensions  and  other
post-retirement  benefits  and  to  make  the  required  information  more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial  position.

The  Company  has  not  initiated  benefit  plans  to  date  which would require
disclosure  under  the  statement.

In  June  1998,  the  Financial  Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is  required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require  the  Company  to recognize all derivatives on the balance sheet at fair
value.  Derivatives  that  are not hedges must be adjusted to fair value through
income.  If  the  derivative  is  a hedge, depending on the nature of the hedge,
changes  in  the  fair  value  of  derivatives will either be offset against the
change  in fair value of hedged assets, liabilities, or firm commitments through
earnings  or  recognized  in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value  will  be  immediately  recognized  in  earnings.  The Company has not yet
determined  what  the  effect  of SFAS 133 will be on earnings and the financial
position  of the Company, however it believes that it has not to date engaged in
significant  transactions  encompassed  by  the  statement.

During  1998,  the  American  Institute  of  Certified Public Accountants issued
Statement of Position 98-5 B Reporting on the Costs of Start-Up Activities.  The
statement  is  effective  for fiscal years beginning after December 15, 1998 and
requires  that  the cost of start-up activities, including organization costs be
expensed  as  incurred.  The  Company  has  adopted  the  statement, however, it
believes that it has not to date engaged in significant transactions encompassed
by  the  statement.


<PAGE>
Note  2.  Stockholders'  Equity.

On  April 4, 1997 the Company issued 5,000,000 shares of its common stock to its
founders  in  exchange  for  services  valued  at  $2,000.

Additionally, an officer provides office services to the Company that was valued
at  $600  for  the  period  ended December 31, 1999. The officer does not expect
repayment  of  the  expenses  paid and the Company is not obligated to make such
repayment, therefore, the Company has recorded the expenses as a contribution to
its capital by the officer.  No services were provided for periods prior to 1999
as  the  Company  was  inactive.


Note  3.  Related  Party  Transactions.

The Company neither owns nor leases any real or personal property. An officer of
the  Company  provides  office  services  and  the costs thereof are included in
administrative  expenses.  The fair value of such costs has been estimated to be
approximately  $50  per  month  and  have  been  reflected  in  the accompanying
financial  statements.

The  officers  and  directors  of  the  Company  are  involved in other business
activities  and  may become involved in other business activities in the future.
Such  business  activities may conflict with the activities of the Company.  The
Company  has  not  formulated  a policy for the resolution of any such conflicts
that  may  arise.


Note  4.  Income  Taxes

Deferred income taxes may arise from temporary differences resulting from income
and  expense  items  reported  for  financial  accounting  and  tax  purposes in
different  periods.  Deferred  taxes  are  classified as current or non-current,
depending  on  the  classifications  of the assets and liabilities to which they
relate.  Deferred  taxes arising from temporary differences that are not related
to  an  asset or liability are classified as current or non-current depending on
the  periods  in  which  the temporary differences are expected to reverse.  The
Company had no significant deferred tax items arise during the period presented.

The  Company has not provided for income taxes during the periods ended December
31,  1999 as a result of an operating loss. The Company has a net operating loss
carryforward  at  December  31,  1999  of approximately $2,600 which will expire
$2000 in 2012 and $600 in 2014.  The Company has fully reserved the deferred tax
asset  (approximately $400) that would arise from the loss carryforward since it
is  more likely than not that the Company will not sustain a level of operations
that  will provide sufficient taxable income to utilize the loss to reduce taxes
in  future periods.  The reserve increased by approximately $100 during the year
ended  December  31,  1999.


<PAGE>
                                    Part III

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

     The  directors  and executive officers currently serving the Company are as
follows:

Name                       Age              Positions  Held

Michael  H.  Fridovich     51               President/Secretary/Director


     The  directors  named above will serve until the next annual meeting of the
Company's  stockholders.  Thereafter,  directors  will  be  elected for one-year
at  the  pleasure of the board of directors, absent any employment agreement, of
which  none  currently  exists  or  is contemplated.  There is no arrangement or
understanding  between  any  of the directors or officers of the Company and any
other  person pursuant to which any director or officer was or is to be selected
as  a  director  or  officer.

     The  directors and officers will devote their time to the Company's affairs
on  an "as needed" basis, which, depending on the circumstances, could amount to
as  little  as two hours per month, or more than forty hours per month, but more
than  likely  will  fall  within  the  range  of  five  to  ten hours per month.

Biographical  Information
-------------------------

     Michael  Fridovich,  51 years of age, is our only Officer and Director.  He
has served as President and Director since his appointment on September 7, 1999,
and  his  terms as President and Director both expire on March 1, 2001.  We have
made no oral or written arrangements for a successor upon such expiration.   Mr.
Fridovich  obtained  his B.S. in Urban Studies and American History from Georgia
State  University.  Since  1995,  Mr.  Fridovich has been a realtor for Remax of
Buckhead  in  Atlanta,  GA.  From  January  1994 until 1995, Mr. Fridovich was a
realtor  with  the  Condo  Store  in  Atlanta,  Georgia.

     Mr.  Fridovich  filed  for Chapter 7 bankruptcy in 1998 (Case No. 98-64998)
with  the United States Bankruptcy Court in the Northern District of Georgia and
was  released  from  all  dischargable  debts  on July 9, 1998.  Other than this
proceeding,  none  of  our  directors,  executive officers, promoters or control
persons  have  been involved in any legal proceedings material to the evaluation
of  the  ability  or  integrity of any of the aforementioned persons.  We do not
anticipate  involvement  of  our  promoters  in  the  future.


<PAGE>
Compliance  With  Section  16(a)  of  the  Exchange  Act.
--------------------------------------------------------

        Michael Fridovich is required to file a Form 5 for the fiscal year ended
December  31,  1999  and  expects  to  do  so  on  or  before  April  15,  2000.

ITEM  10.     EXECUTIVE  COMPENSATION.

     No  officer  or  director received any remuneration from the Company during
the  fiscal  year.  Until  the  Company  acquires  additional capital, it is not
intended that any officer or director will receive compensation from the Company
other  than  reimbursement  for out-of-pocket expenses incurred on behalf of the
Company.  See "Certain Relationships and Related Transactions."  The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of  directors,  officers  or  other  employees,  but  the
Board  of  Directors  may recommend adoption of one or more such programs in the
future.

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

        The  following  table  sets  forth,  as of the end of the Company's most
recent  fiscal  year,  the  number of shares of Common Stock owned of record and
beneficially  by executive officers, directors and persons who hold 5.0% or more
of  the  outstanding  Common Stock of the Company.  Also included are the shares
held  by  all  executive  officers  and  directors  as  a  group.


Name and           Number of Shares       Percent of
Address            Owned Beneficially     Class Owned

Jayne Littman      4,967,000              99.36%


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Indemnification  of  Officers  and  Directors
---------------------------------------------

     As permitted by Nevada law, the Company's Articles of Incorporation provide
that  the Company will indemnify its directors and officers against expenses and
liabilities  they  incur  to  defend,  settle,  or satisfy any civil or criminal
action  brought  against  them  on account of their being or having been Company
directors  or  officers  unless,  in  any such action, they are adjudged to have
acted  with  gross negligence or willful misconduct.  Insofar as indemnification
for  liabilities  arising  under  the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities
and  Exchange  Commission,  such  indemnification  is  against  public policy as
expressed  in  that  Act  and  is,  therefore,  unenforceable.


<PAGE>
Conflicts  of  Interest
-----------------------

     None  of the officers of the Company will devote more than a portion of his
time  to  the  affairs  of  the  Company.  There will be occasions when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officers'  other business and investment activities.  Such conflicts may require
that  the Company attempt to employ additional personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon  terms  favorable  to  the  Company.

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

        (a)  The Exhibits listed below are filed as part of this Annual Report.


Exhibit No.                    Document


   3.1  Articles  of  Incorporation (incorporated by reference from Registration
        Statement  on  Form  10-SB  filed  with  the  Securities  and  Exchange
        Commission under File  No.  000-26359

   3.2  Bylaws  (incorporated  by  reference from Registration Statement on Form
        10-SB filed with the Securities and Exchange under  File  No.  000-26359

    27  Financial  Data  Schedule

        (b)  No  reports  on  Form  8-K  were filed by the Company during the
             last quarter of it's  fiscal  year  ending  December  31,  1999.


<PAGE>
                                   Signatures


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

                                   LAL MIAMI ENTERPRISES, INC.




                                   By:  /s/  Michael Fridovich
                                   (Principal Executive Officer and Director)

                                   Date:  July 7, 2000


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



__________________               Director                    7/7/00
Michael  Fridovich


<PAGE>