UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[X]       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934 For the fiscal year ended June 30, 2000


[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the transition period from _____________ to _____________
          Commission file number: 000-27545


                         Above Average Investments, Ltd.
                 (Name of small business issuer in its charter)

          NEVADA
(State or other jurisdiction                              98-0204736
 of incorporation or organization)          (I.R.S. Employer Identification No.)

Suite 104-1456 St. Paul Street
Kelowna, British Columbia, CANADA                           V142E6
(Address of principal executive offices)                  (Zip Code)


Issuer's telephone number (250) 868-8177


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

Title of each class                    Name of each exchange on which registered
        None                                           N/A

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


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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.     -0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) N/A

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 N/A

                   (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: 500,000

                       DOCUMENTS INCORPORATED BY REFERENCE

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

Transitional Small Business Disclosure Format (Check one): [ ] Yes [X] No


                                      -2-
<PAGE>
                                     PART I

Item 1. Description of Business.

         Above Average Investments, Ltd. (referred to as "us," "we" or "our"),
was incorporated on April 21, 1997 under the laws of the State of Nevada to
engage in any lawful corporate purpose. Other than issuing shares to its
shareholders, we never commenced any other operational activities. We can be
defined as a "blank check" company, whose sole purpose at this time is to locate
and consummate a merger or acquisition with a private entity. The Board of
Directors has elected to commence implementation of our principal business
purpose, described below under "Plan of Operation."

         The proposed business activities classifies us as a "blank check"
company. The Securities and Exchange Commission defines these companies as "any
development stage company that is issuing a penny stock (within the meaning of
section 3 (a)(51) of the Securities Exchange Act of 1934) and that has no
specific business plan or purpose, or has indicated that its business plan is to
merge with an unidentified company or companies." Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully implemented our business plan. We
intend to comply with the periodic reporting requirements of the Securities
Exchange Act of 1934 for so long as it is subject to those requirements.

Lock-up Agreement

         Each of our shareholders has executed and delivered a "lock-up" letter
agreement, affirming that they shall not sell their respective shares of common
stock until we have successfully consummated a merger or acquisition and we are
no longer classified as a "blank check" company. In order to provide further
assurances that no trading will occur in our securities until a merger or
acquisition has been consummated, each shareholder has agreed to place their
respective stock certificate with our legal counsel, Evers & Hendrickson, LLP,
who will not release these respective certificates until they have confirmed
that a merger or acquisition was successfully consummated. However, while
management believes that the procedures established to preclude any sale of our
securities prior to closing of a merger or acquisition will be sufficient, we
cannot assure you that the procedures established will unequivocally limit any
shareholder's ability to sell their respective securities before a closing.

Investment Company Act of 1940

         Although we will be subject to regulation under the Securities Act of
1933, as amended (the "`33 Act"), and the Securities Exchange Act of 1934, as
amended (the "`34 Act"), management believes we will not be subject to
regulation under the Investment Company Act of 1940, as amended (the "`40 Act"),
since we will not be engaged in the business of investing or trading in
securities. In the event we engage in business combinations that result in our
holding passive investment interests in a number of entities, we could be
subject to regulation under the `40 Act. If that occurs, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the Securities and Exchange Commission as to our status under the `40 Act and,
consequently, a violation of the Act could subject us to material adverse
consequences.


                                      -3-
<PAGE>

Investment Advisors Act of 1940

         Under Section 202(a)(11) of the Investment Advisors Act of 1940, as
amended, an "investment adviser" means any person who, for compensation, engages
in the business of advising others, either directly or through publications or
writings, as to the value of securities or as to the advisability of investing
in, purchasing, or selling securities, or who, for compensation and as part of a
regular business, issues or promulgates analyses or reports concerning
securities. We seek to locate a suitable merger of acquisition candidate, and we
do not intend to engage in the business of advising others in investment matters
for a fee or other type of consideration.

Dissenter's Rights

         In accordance with Nevada Revised Statutes ("NRS") ss. 78.3793, on the
10th day following the acquisition of a controlling interest by an acquiring
person, if the control shares are accorded full voting rights pursuant to NRS
ss.ss. 78.378 to 78.3793, inclusive, and the acquiring person has acquired a
majority interest of the voting shares, any stockholder of record, other than
the acquiring person, who has not voted in favor of authorizing voting rights
for the control shares is entitled to demand payment for the fair value of his
shares by making a written demand.

Forward Looking Statements

         Because we desire to take advantage of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), we caution
readers regarding forward looking statements found in the following discussion
and elsewhere in this registration statement and in any other statement made by,
or on our behalf, whether or not in future filings with the Securities and
Exchange Commission. Forward looking statements are statements not based on
historical information and that relate to future operations, strategies,
financial results or other developments. Forward looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which, with respect to future
business decisions, are subject to change. These uncertainties and contingencies
can affect actual results and could cause actual results to differ materially
from those expressed in any forward looking statements made by or on our behalf.
We disclaim any obligation to update forward looking statements. Readers should
also understand that under Section 27A(b)(2)(D) of the `33 Act, and Section
21E(b)(2)(D) of the `34 Act, the "safe harbor" provisions of the PSLRA do not
apply to statements made in connection with our offering.

Item 2. Description of Property.

         We have no properties and at this time have no agreements to acquire
any properties.

         We operate from our offices at Suite 104, 1456 St. Paul St., Kelowna,
British Columbia, Canada. Space is provided to the Company on a rent free basis
by Devinder Randhawa, an officer and director of the Company, and it is
anticipated that this arrangement will remain until we successfully consummate a
merger or acquisition. Management believes that this space will meet our needs
for the foreseeable future.

Item 3. Legal Proceedings.

         The Company is not involved in my legal proceedings at this time.


                                      -4-
<PAGE>

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

         No matter was submitted to vote of security holders during the fourth
quarter of the fiscal year covered by this report.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

         There is no trading market for our common stock at present and there
has been no trading market to date. Management has not undertaken any
discussions with any prospective market maker concerning the participation in
the aftermarket for the Company's securities and management does not intend to
initiate any discussions until we have consummated a merger or acquisition. We
cannot guarantee that a trading market will ever develop or if a market does
develop, that it will continue.

Market Price

         Our common stock is not quoted at the present time. The Securities and
Exchange Commission has adopted a Rule that established the definition of a
"penny stock," for purposes relevant to us, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and (ii) the broker
or dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased. In
order to approve a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer received a signed,
written agreement from the investor prior to the transaction. Disclosure also
has to be made about the risks of investing in penny stock in both public
offering and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

         Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate that will allow our securities to be traded
without the aforesaid limitations. However, we cannot predict whether, upon a
successful merger or acquisition, we will qualify our securities for listing on
Nasdaq or some other national exchange, or be able to maintain the maintenance
criteria necessary to insure continued listing. Failure to qualify our
securities or to meet the relevant maintenance criteria after qualification in
the future may result in the discontinuance of the inclusion of our securities
on a national exchange. However, trading, if any, in our securities may then
continue in the non-Nasdaq over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, our securities.


                                      -5-
<PAGE>

Item 6. Plan of Operation.

         We intend to seek to acquire assets or shares of an entity actively
engaged in a business that generates revenues, in exchange for its securities.
We have not identified a particular acquisition target and have not entered into
any negotiations regarding an acquisition. As soon as this registration
statement becomes effective under Section 12 of the `34 Act, we intend to
contact investment bankers, corporate financial analysts, attorneys and other
investment industry professionals through various media. 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 with us as of the date of this
registration statement.

         Depending upon the nature of the relevant business opportunity and the
applicable state statutes governing how the transaction is structured, the
Company's Board of Directors expects that it will provide our shareholders with
complete disclosure documentation concerning a potential business opportunity
and the structure of the proposed business combination prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement, in
addition to the post-effective amendment.

         While any disclosure must include audited financial statements of the
target entity, we cannot assure you that such audited financial statements will
be available. As part of the negotiation process, the Board of Directors does
intend to obtain certain assurances of value, including statements of assets and
liabilities, material contracts, accounts receivable statements, or other
indicia of the target entity's condition prior to consummating a transaction,
with further assurances that an audited statement would be provided prior to
execution of a merger or acquisition agreement. Closing documents will include
representations that the value of the assets transferred will not materially
differ from the representations included in the closing documents, or the
transaction will be voidable.

         Due to our intent to remain a shell corporation until a merger or
acquisition candidate is identified, it is anticipated that its cash
requirements shall be minimal, and that all necessary capital, to the extent
required, will be provided by the directors or officers. We do not anticipate
that we will have to raise capital in the next twelve months. We also do not
expect to acquire any plant or significant equipment.

         We have not, and do not intend to enter into, any arrangement,
agreement or understanding with non-management shareholders allowing
non-management shareholders to directly or indirectly participate in or
influence our management of the Company. Management currently holds 60.8% of our
stock. As a result, management is in a position to elect a majority of the
directors and to control our affairs.

         We have no full time employees. Our President and Secretary 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
devoting approximately five (5) hours each per month to our business affairs
and, consequently, conflicts of interest may arise with respect to their limited
time commitment. We do not expect any significant changes in the number of
employees. See "Management."

         Our officers and directors may become involved with other companies who
have a business purpose similar to ours. As a result, potential conflicts of
interest may arise in the future. If a conflict does arise and an officer or
director is presented with business opportunities under circumstances where
there may be a doubt as to whether the opportunity should belong to the Company
or another "blank


                                      -6-
<PAGE>

check" company they are affiliated with, they will disclose the opportunity to
all the companies. If a situation arises where more than one company desires to
merge with or acquire that target company and the principals of the proposed
target company have no preference as to which company will merge with or acquire
the target company, the company that first filed a registration statement with
the Securities and Exchange Commission will be entitled to proceed with the
proposed transaction. See "Risk Factors - Affiliation With Other "Blank Check"
Companies."

General Business Plan

         Our purpose is to seek, investigate and, if investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms that desire to seek the perceived advantages of an Exchange Act registered
corporation. We will not restrict our search to any specific business, industry,
or geographical location and we may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to restrict our discretion to search for
and enter into potential business opportunities. Management anticipates that it
may be able to participate in only one potential business venture because we
have nominal assets and limited financial resources. See the financial
statements at page F-1 of this prospectus. This lack of diversification should
be considered a substantial risk to our shareholders because it will not permit
us to offset potential losses from one venture against gains from another.

         We may seek a business opportunity with entities that have recently
commenced operations, or that wish to utilize the public marketplace in order to
raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

         We anticipate that the selection of a business opportunity will be
complex and extremely risky. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the perceived
benefits of a publicly registered corporation. The perceived benefits may
include facilitating or improving the terms for additional equity financing that
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statutes) for all shareholders and other factors. Potentially,
available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of these business opportunities extremely difficult
and complex.

         We have, and will continue to have, no capital to provide the owners of
business opportunities with any significant cash or other assets. However,
management believes we will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a publicly
registered company without incurring the cost and time required to conduct an
initial public offering. The owners of the business opportunities will, however,
incur significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSBs, 10-Q's or 10-QSBs, agreements and related reports and documents. The
`34 Act specifically requires that any merger or acquisition candidate comply
with all applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings relevant to
complying with the `34 Act. Nevertheless, the officers and directors of the
Company have not conducted market research and are not aware of statistical data
that


                                      -7-
<PAGE>

would support the perceived benefits of a merger or acquisition transaction for
the owners of a business opportunity.

         The analysis of new business opportunities will be undertaken by our
officers and directors, none of whom is a professional business analyst.
Management intends to concentrate on identifying preliminary prospective
business opportunities that may be brought to our attention through present
associations of our officers and directors, or by our shareholders. In analyzing
prospective business opportunities, management will consider:

o        the available technical, financial and managerial resources;

o        working capital and other financial requirements;

o        history of operations, if any;

o        prospects for the future;

o        nature of present and expected competition;

o        the quality and experience of management services that may be available
         and the depth of that management;

o        the potential for further research, development, or exploration;

o        specific risk factors not now foreseeable but could be anticipated to
         impact our proposed activities;

o        the potential for growth or expansion;

o        the potential for profit;

o        the perceived public recognition of acceptance of products, services,
         or trades;

o        name identification; and

o        other relevant factors.

         Our officers and directors expect to meet personally with management
and key personnel of the business opportunity as part of their "due diligence"
investigation. To the extent possible, the Company intends to utilize written
reports and personal investigations to evaluate the above factors. We will not
acquire or merge with any company that cannot provide audited financial
statements within a reasonable period of time after closing of the proposed
transaction.

         Our management, while probably not especially experienced in matters
relating to the prospective new business of the Company, shall rely upon their
own efforts and, to a much lesser extent, the efforts of our shareholders, in
accomplishing our business purposes. We do not anticipate that any outside
consultants or advisors, except for our legal counsel and accountants, will be
utilized by us to accomplish our business purposes. However, if we do retain an
outside consultant or advisor, any cash fee will be paid by the prospective
merger/acquisition candidate, as we have no cash assets. We have no contracts or
agreements with any outside consultants and none are contemplated.


                                      -8-
<PAGE>

         We will not restrict our search for any specific kind of firms, and may
acquire a venture that is in its preliminary or development stage or is already
operating. We cannot predict at this time the status of any business in which we
may become engaged, because the business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other perceived
advantages that we may offer. Furthermore, we do not intend to seek capital to
finance the operation of any acquired business opportunity until we have
successfully consummated a merger or acquisition.

         We anticipate that we will incur nominal expenses in the implementation
of its business plan. Because we has no capital to pay these anticipated
expenses, present management will pay these charges with their personal funds,
as interest free loans, for a minimum of twelve months from the date of this
registration statement. If additional funding is necessary, management and or
shareholders will continue to provide capital or arrange for additional outside
funding. However, the only opportunity that management has to have these loans
repaid will be from a prospective merger or acquisition candidate. Management
has no agreements with us that would impede or prevent consummation of a
proposed transaction. We cannot assure, however, that management will continue
to provide capital indefinitely if a merger candidate cannot be found. If a
merger candidate cannot be found in a reasonable period of time, management may
be required reconsider its business strategy, which could result in our
dissolution.

Acquisition of Opportunities

         In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of our
shareholders. Furthermore, management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other shareholders on
similar terms and conditions. Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

         While the actual terms of a transaction that management may not be a
party to cannot be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a so-called "tax-free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the
"Code"). In order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In that event, the shareholders of the
Company would retain 20% or less of the issued and outstanding shares of the
surviving entity, which would result in significant dilution in the equity of
the shareholders.

         As part of the "due diligence" investigation, our officers and
directors will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures to the extent of our limited
financial resources and management expertise. How we will participate in an
opportunity will depend on the nature of the opportunity, the respective needs
and desires of the parties, the management of the target company and our
relative negotiation strength.


                                      -9-
<PAGE>

         With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of our Company that
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, our shareholders will probably hold a
substantially lesser percentage ownership interest following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a company with substantial assets. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

         We will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although we cannot
predict the terms of the agreements, generally the agreements will require some
specific representations and warranties by all of the parties, will specify
certain events of default, will detail the terms of closing and the conditions
that must be satisfied by each of the parties prior to and after the closing,
will outline the manner of bearing costs, including costs associated with our
attorneys and accountants, will set forth remedies on default and will include
miscellaneous other terms.

         As stated previously, we will not acquire or merge with any entity that
cannot provide independent audited financial statements concurrent with the
closing of the proposed transaction. We are subject to the reporting
requirements of the `34 Act. Included in these requirements is our affirmative
duty to file independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as our audited financial statements included in
our annual report on Form 10-K (or 10-KSB, as applicable) and quarterly reports
on Form 10-Q (or 10-QSB, as applicable). If the audited financial statements are
not available at closing, or if the audited financial statements provided do not
conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable at the discretion of our present management. If the
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse us for all costs associated with the
proposed transaction.

Competition

         We will remain an insignificant participant among the firms that engage
in the acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than we do. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.


                                      -10-
<PAGE>
Item 7. Financial Statements.

                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                          Index to Financial Statements

                                                                           Page

Independent auditors' reports..............................................F-2

Balance sheet at June 30, 2000.............................................F-4

Statements of operations for the years ended
     June 30, 2000 and 1999 and for the period from
     April 21, 1997 (inception) through June 30, 2000 (unaudited)..........F-5

Statement of shareholders' equity (deficit), from April 21, 1997
     (inception) through June 30, 2000.....................................F-6

Statements of cash flows for the years ended
     June 30, 2000 and 1999 and for the period from
     April 21, 1997 (inception) through June 30, 2000 (unaudited)..........F-7

Notes to financial statements..............................................F-8



                                      F-1
<PAGE>

To the Board of Directors and Shareholders
Above Average Investments, Ltd.

                          Independent Auditors' Report

We have audited the balance sheet of Above Average Investments, Ltd. (a
development stage company) as of June 30, 2000 and the related statements of
operations, shareholders' equity and cash flows for the year ended June 30,
2000. 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 Above Average Investments, Ltd.
as of June 30, 2000, and the related statements of operations and cash flows for
the year ended June 30, 2000 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note A to the financial
statements, the Company has a substantial dependence on the success of its
development stage activities, significant losses since inception, lack of
liquidity, and a working capital deficiency at June 30, 2000. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding those matters are also described in Note
A. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


Cordovano and Harvey, P.C
Denver, Colorado
July 24, 2000


                                      F-2
<PAGE>

                          Independent Auditors' Report

We have audited the accompanying balance sheet of Above Average Investments,
Ltd. (a development stage company) as of June 30, 1999 (not separately included
herein) and the related statements of income, shareholders' deficit, and cash
flows for the fiscal year ended June 30, 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 Above Average Investments, Ltd.
at June 30, 1999, and the results of its operations and cash flows for the
fiscal year ended June 30, 1999 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 (not separately
included herein), the Company is in the development stage and has no operations
as of June 30, 1999. The deficiency in working capital as of June 30, 1999
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are described in Note 5 (not
separately included herein). The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.




Kish, Leake, and Associates, P.C.
Certified Public Accountants
Englewood, Colorado
September 24, 1999


                                      F-3
<PAGE>

                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                                  BALANCE SHEET


                                 June 30, 2000

                                     ASSETS

                                                TOTAL ASSETS $               -
                                                             ===================

                     LIABILITIES AND SHAREHOLDERS' (DEFICIT)

LIABILITIES
   Accounts payable and accrued liabilities................. $           3,795
                                                             -------------------
                                           TOTAL LIABILITIES             3,795
                                                             -------------------

SHAREHOLDERS' (DEFICIT)
   Common stock, $.0001 par value, 100,000,000 shares
      authorized, 500,000 shares issued and outstanding.....                50
   Additional paid-in capital...............................            15,070
   Deficit accumulated during the development stage.........           (18,915)
                                                             -------------------
                               TOTAL SHAREHOLDERS' (DEFICIT)            (3,795)
                                                             -------------------
                                                             $               -
                                                             ===================




                 See accompanying notes to financial statements
                                      F-4

<PAGE>
<TABLE>
                                        ABOVE AVERAGE INVESTMENTS, LTD.
                                         (A Development Stage Company)

                                           STATEMENTS OF OPERATIONS
<CAPTION>

                                                                                               April 21, 1997
                                                                                                 (inception)
                                                                      Year Ended                  Through
                                                             June 30,           June 30,          June 30,
                                                               2000               1999              2000
                                                         ---------------    ---------------    ---------------
                                                                                                 (unaudited)
COSTS AND EXPENSES
<S>                                                      <C>                <C>                <C>
     Legal fees........................................  $         8,629    $             -    $         8,629
     Accounting fees...................................            2,233              1,623              3,856
     Licenses and fees.................................              341                 85                426
     Printing costs....................................            5,954                  -              5,954
     Stock-based compensation for
         organizational costs (Note B).................                -                  -                 50
                                                         ---------------    ---------------    ---------------
                                   LOSS FROM OPERATIONS          (17,157)            (1,708)           (18,915)

INCOME TAX BENEFIT (EXPENSE) (NOTE C)
     Current tax benefit...............................            3,266                325              3,601
     Deferred tax expense..............................           (3,266)              (325)            (3,601)

                                               NET LOSS  $       (17,157)   $        (1,708)   $       (18,915)
                                                         ===============    ===============    ===============

     BASIC AND DILUTED
        LOSS PER COMMON SHARE..........................  $         (0.03)   $      *           $         (0.04)
                                                         ===============    ===============    ===============

     BASIC AND DILUTED WEIGHTED AVERAGE
        COMMON SHARES OUTSTANDING......................          500,000            500,000            500,000
                                                         ===============    ===============    ===============


* Less than .01 per share

</TABLE>

                 See accompanying notes to financial statements
                                      F-5
<PAGE>
<TABLE>

                                                  ABOVE AVERAGE INVESTMENTS, LTD.
                                                   (A Development Stage Company)

                                            STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

                                         April 21, 1997 (inception) through June 30, 2000
<CAPTION>

                                                                                                          Deficit
                                                                                                         Accumulated
                                                                                             Additional    During
                                                         Preferred Stock     Common Stock     Paid-In    Development
                                                       Shares     Amount   Shares   Amount    Capital       Stage          Total
                                                      --------  --------- -------- --------  ----------  ----------     ----------
<S>                                                   <C>       <C>       <C>      <C>       <C>         <C>            <C>
Beginning balance, April 21, 1997.....................       -  $       -        - $      -  $        -  $        -     $        -

Common stock issued in exchange
    for organization costs............................       -          -  500,000       50           -           -             50

Net loss for the period ended June 30, 1997...........       -          -        -                    -         (50)           (50)
                                                      --------  --------- -------- --------  ----------  ----------     ----------
                               BALANCE, JUNE 30, 1997        -          -  500,000       50           -         (50)             -

Net loss for year ended June 30, 1998.................       -          -        -        -           -           -              -
                                                      --------  --------- -------- --------  ----------  ----------     ----------
                               BALANCE, JUNE 30, 1998        -          -  500,000       50           -         (50)             -

Third party expenses paid by an affiliate on behalf
    of the Company....................................       -          -        -        -          85           -             85
Net loss for year ended June 30, 1999.................       -          -        -        -           -      (1,708)        (1,708)
                                                      --------  --------- -------- --------  ----------  ----------     ----------
                               BALANCE, JUNE 30, 1999        -          -  500,000       50          85      (1,758)        (1,623)

Third party expenses paid by an affiliate on behalf
    of the Company....................................       -          -        -        -      14,985           -         14,985
Net loss for year ended June 30, 2000.................       -          -        -        -           -     (17,157)       (17,157)
                                                      --------  --------- -------- --------  ----------  ----------     ----------
                               BALANCE, JUNE 30, 2000        -  $       -  500,000 $     50  $   15,070  $  (18,915)    $   (3,795)
                                                      ========  ========= ======== ========  ==========  ==========     ==========
</TABLE>



                 See accompanying notes to financial statements
                                      F-6
<PAGE>
<TABLE>

                                        ABOVE AVERAGE INVESTMENTS, LTD.
                                         (A Development Stage Company)

                                           STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                               April 21, 1997
                                                                                                (inception)
                                                                     Year Ended                   Through
                                                            June 30,           June 30,           June 30,
                                                              2000               1999               2000
                                                         ---------------    ---------------    ---------------
                                                                                                 (unaudited)
OPERATING ACTIVITIES
<S>                                                      <C>                <C>                <C>
          Net loss.....................................  $       (17,157)   $        (1,708)   $       (18,915)

          Non-cash transactions:
             Stock-based compensation for
                 organizational costs (Note B).........                -                  -                 50
         Third party expenses paid by affiliate on
           behalf of the company, recorded as
           additional-paid-in capital..................           14,985                 85             15,070
          Changes in operating assets and liabilities:
             Accounts payable and accrued liabilities..            2,172              1,623              3,795
                                                         ---------------    ---------------    ---------------

                                     NET CASH (USED IN)
                                   OPERATING ACTIVITIES  $             -    $             -    $             -
                                                         ---------------    ---------------    ---------------

                                   NET CASH PROVIDED BY
                                   FINANCING ACTIVITIES                -                  -                  -
                                                         ---------------    ---------------    ---------------

                                     NET CHANGE IN CASH                -                  -                  -
         Cash, beginning of period.....................                -                  -                  -
                                                         ---------------    ---------------    ---------------
                                    CASH, END OF PERIOD  $             -    $             -    $             -
                                                         ===============    ===============    ===============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
              Interest.................................  $             -    $             -    $             -
                                                         ===============    ===============    ===============
              Income taxes.............................  $             -    $             -    $             -
                                                         ===============    ===============    ===============


Non-cash financing activities:
               500,000 shares common stock
                  issued for services..................  $             -    $             -    $            50
                                                         ===============    ===============    ===============
</TABLE>


                 See accompanying notes to financial statements
                                      F-7
<PAGE>

                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                          Notes to Financial Statements


Note A: Organization and summary of significant accounting policies

Organization
------------
Above Average Investments, Ltd. (the "Company") was incorporated under the laws
of Nevada on April 21, 1997 to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The Company is
a development stage enterprise in accordance with Statement of Financial
Accounting Standard (SFAS) No. 7.

The Company has been in the development stage since inception and has no
operations to date.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company is a development stage company with no revenue
as of June 30, 2000 and has incurred losses of $(17,157), $(1,708) and $(18,915)
for the years ended June 30, 2000 and 1999 and for the period April 21, 1997
(inception) through June 30, 2000, respectively. The Company has no operating
history or revenue, no assets, and continuing losses which the Company expects
will continue for the foreseeable future. These factors among others may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time. An affiliate of the Company plans to continue
advancing funds on an as needed basis and in the longer term, revenues from the
operations of a merger candidate, if found. The Company's continuation as a
going concern is dependent upon continuing capital advances from an affiliate
and commencing operations or locating and consummating a business combination
with an operating company. There is no assurance that the affiliate will
continue to provide capital to the Company or that the Company can commence
operations or identify such a target company and consummate such a business
combination. These factors, among others, raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Summary of significant accounting policies
------------------------------------------

Cash equivalents
----------------
The Company's financial instruments consist of accounts payable and accrued
liabilities. 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>

                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                          Notes to Financial Statements


Note A: Organization and summary of significant accounting policies, continued

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.

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 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 has adopted Statement of Financial Accounting Standards No. 128
("SFAS 128") which requires the disclosure of basic and diluted earnings per
share. Basic earnings per share is calculated using income available to common
shareowners divided by the weighted average of common shares outstanding during
the year. Diluted earnings per share is similar to basic earnings per share
except that the weighted average of common shares outstanding is increased to
include the number of additional common shares that would have been outstanding
if the dilutive potential common shares, such as options, had been issued. The
Company has a simple capital structure and no outstanding options at June 30,
2000. Therefore, dilutive earnings per share are not applicable and accordingly
have not been presented

Fiscal year
-----------
The Company operates on a fiscal year ending on June 30.


                                      F-9
<PAGE>

                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note A: Organization and summary of significant accounting policies, continued

Stock based compensation
------------------------
SFAS No. 123, "Accounting for Stock-Based Compensation" was issued in October
1995. This accounting standard permits the use of either a fair value based
method or the method defined in Accounting Principles Board Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") to account for stock-based
compensation arrangements. Companies that elect to use the method provided in
APB 25 are required to disclose 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 stock-based compensation
arrangements under the provisions of APB 25. For stock issued to officers the
fair value approximates the intrinsic value. Therefore, no pro forma disclosures
are presented.

Fair value of financial instruments
-----------------------------------
SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
certain disclosures regarding the fair value of financial instruments. The
Company has determined, based in available market information and appropriate
valuation methodologies, the fair value of its financial instruments
approximates carrying value. The carrying amounts of cash, accounts payable, and
other accrued liabilities approximate fair value due to the short-term maturity
of the instruments.

Recently issued accounting pronouncements
-----------------------------------------
The Company has adopted the following new accounting pronouncements for the year
ended June 30, 2000. There was no effect on the financial statements presented
from the adoption of the new pronouncements.

Statement of Financial Accounting Standard ("SFAS") No. 130, "Reporting
Comprehensive Income," requires the reporting and display of total comprehensive
income and its components in a full set of general-purpose financial statements.

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," is based on the "management" approach for reporting segments. The
management approach designates the internal organization that is used by
management for making operating decisions and assessing performance as the
source of the Company's reportable segments. SFAS No. 131 also requires
disclosure about the Company's products, the geographic areas in which it earns
revenue and holds long-lived assets, and its major customers.

SFAS No. 132, "Employers' Disclosures about Pensions and Other Post-retirement
Benefits," which requires additional disclosures about pension and other
post-retirement benefit plans, but does not change the measurement or
recognition of those plans.


                                      F-10
<PAGE>

                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                          Notes to Financial Statements


Note A: Organization and summary of significant accounting policies, concluded

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including derivative instruments
embedded in other contracts, and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
This statement is not expected to affect the Company as the Company currently
does not have any derivative instruments or hedging activities.

In June 1999, the FASB issued SFAS No. 137, which amended the implementation
date for SFAS No. 133 to be effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000.

Statement of Position ("SOP") 98-1 "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This SOP requires that
entities capitalize certain internal-use software costs once certain criteria
are met.

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 Company will continue to review these new accounting pronouncements over
time to determine if any additional disclosures are necessary based on evolving
circumstances.

Note B: Related party transactions

The Company maintains a mailing address at an affiliate's address. This address
is Suite 104, 1456 St. Paul Street, Kelowna, B.C., Canada, V1Y 2E6. At this time
the Company has no need for an office.

The Company has issued an officer 500,000 shares of common stock in exchange for
services related to management and organization costs of $50.00. The officer
will provide administrative and marketing services as needed. The officer may,
from time to time, advance to the Company any additional funds that the Company
needs for costs in connection with searching for or completing an acquisition or
merger.

The Company does not maintain a checking account and expenses incurred by the
Company have historically been paid by an affiliate. Since inception the Company
incurred $18,915 in expenses of which $15,070 were paid by an affiliate. The
affiliate does not expect to be repaid for the expenses it pays on behalf of the
Company. Accordingly, as the expenses are paid, they are classified as
additional-paid-in capital.


                                      F-11
<PAGE>

                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                          Notes to Financial Statements


Note C: Income taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
for the period from April 21, 1997 (inception) through June 30, 2000 is as
follows:
                                                                      April 21,
                                                                        1997
                                                                     (inception)
                                              Year Ended  Year Ended   Through
                                               June 30,    June 30,    June 30,
                                                 2000        1999        2000
                                              ----------  ----------  ----------
U.S. statutory federal rate...................   15.00%     15.00%      15.00%
State income tax rate, net of federal benefit.    4.04%      4.04%       4.04%
Net operatingh loss (NOL) for which no tax
benefit is currently available................  -19.04%    -19.04%     -19.04%
                                              ----------  ----------  ----------
                                                  0.00%      0.00%       0.00%
                                              ==========  ==========  ==========


The valuation allowance offsets the net deferred tax asset for which there is no
assurance of recovery. The change in the valuation allowance for the years ended
June 30, 2000 and 1999 was $2,941 and $315, respectively. The change in the
valuation allowance for the period from April 21, 1997 (inception) through June
30, 2000 was $3,601. NOL carryforwards at June 30, 2000 will begin to expire in
2012. 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.

Should the Company undergo an ownership change, 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.

Note D: Shareholders' equity

Common Stock
------------
The Company initially authorized 25,000 shares of $1.00 par value common stock.
On August 3, 1999 the Board of Directors approved an increase in authorized
shares to 100,000,000 and changed the par value to $.0001. On April 22, 1997 the
Company issued 500,000 shares of common stock for services valued at $.0001 per
share. The shares were valued nominally at $50 as there was no market price for
the Company's common stock as of the date of issuance.


                                      F-12
<PAGE>

                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                          Notes to Financial Statements


Note D: Shareholders' equity, concluded

On August 18, 1999 the Company filed amended articles with the state of Nevada
to change the authorized shares of common stock originally approved by the Board
of Directors on April 21, 1997 from 25,000, no par value to 100,000,000, $.0001
par. Nevada Revised Statutes Section 78.385 (c) treats this amendment as if it
was filed on April 21, 1997, therefore, giving the Company enough shares for the
original issuance of 500,000 shares of common stock.



                                      F-13
<PAGE>

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

         In January, 2000, we appointed Cordovano & Harvey, P.C. to replace
Kish, Leake & Associates, P.C. as our principal accountants. The report of Kish,
Leake & Associates, P.C. on our financial statements did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles. We had no disagreements with
them on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure. We did not consult with Cordovano &
Harvey, P.C. on any accounting or financial reporting matters in the periods
prior to their appointment. The change in accountants was approved by the Board
of Directors. We filed a Form 8-K with the Commission (File No. 000-27545) on
January 24, 2000.

                                    PART III

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

         Set forth below are the present directors and executive officers of the
Company. Note that there are no other persons who have been nominated or chosen
to become directors nor are there any other persons who have been chosen to
become executive officers. There are no arrangements or understandings between
any of the directors, officers and other persons pursuant to which such person
was selected as a director or an officer. Directors are elected to serve until
the next annual meeting of stockholders and until their successors have been
elected and have qualified. Officers serve at the discretion of the Board of
Directors.

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

Devinder Randhawa             41            President, Chairman
Robert Hemmerling             41            Secretary, Treasurer, Director

         The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. Vacancies in the existing Board of Directors are
filled by majority vote of the remaining Directors. Our officers serve at the
will of the Board of Directors. There are no family relationships between any
executive officer and director.

Resumes

         Devinder Randhawa, President and chairman, was appointed to his
positions on September 19, 1997. Upon completing his MBA in 1985, Mr. Randhawa
has been in the venture capital/corporate finance (sub-investment banking). Mr.
Randhawa was either a registered representative or an analyst for 8 years before
founding RD Capital Inc. RD Capital, Inc. is a privately held consulting firm
assisting emerging companies in the resource and non-resource sectors. Mr.
Randhawa was the founder of startups such as First Smart Sensor and Strathmore
Resources Ltd. Mr. Randhawa received a Bachelors Degree in Business
Administration with Honors from Trinity Western College of Langley, British
Columbia in 1983 and received his MBA from the University of British Columbia in
1985. He devotes a nominal part of his time to our business.


                                      -11-
<PAGE>

         Robert Hemmerling, Secretary, Treasurer and director, was appointed to
his positions on September 19, 1997. In addition to his positions with us, since
September 1996, Mr. Hemmerling has been employed with Strathmore Resources,
Ltd., Kelowna, British Columbia in the investor relations department. Strathmore
Resources is engaged in the business of acquiring and developing uranium
properties. Prior, from January 1996 through August 1996, Mr. Hemmerling was
unemployed. From January 1992 through December 1995, Mr. Hemmerling was an
electrician with Concord Electric, Kelowna, British Columbia. He devotes his
time as necessary to our business, which time is expected to be nominal.

Item 10. Executive Compensation.

         None of our officers and/or directors have received any compensation
for their respective services rendered unto us. They all have agreed to act
without compensation until authorized by the Board of Directors, which is not
expected to occur until the we have generated revenues from operations after
consummation of a merger or acquisition. As of the date of this registration
statement, we have no funds available to pay directors. Further, none of the
directors are accruing any compensation pursuant to any agreement with us.

         It is possible that, after we successfully consummate a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of our management for the purposes of
providing services to the surviving entity. However, we have adopted a policy
whereby the offer of any post-transaction employment to members of management
will not be a consideration in our decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Board of
Directors any discussions concerning possible employment by any entity that
proposes to undertake a transaction with us and further, to abstain from voting
on the transaction. Therefore, as a practical matter, if each member of the
Board of Directors is offered employment in any form from any prospective merger
or acquisition candidate, the proposed transaction will not be approved by the
Board of Directors as a result of the inability of the Board to affirmatively
approve the transaction. The transaction would then be presented to our
shareholders for approval.

         It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to us. In the event we consummate a
transaction with any entity referred by associates of management, it is possible
that the associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in the form of
restricted common stock issued by us as part of the terms of the proposed
transaction, or will be in the form of cash consideration. However, if
compensation is in the form of cash, payment will be tendered by the acquisition
or merger candidate, because we have insufficient cash available. The amount of
any finder's fee cannot be determined as of the date of this registration
statement, but is expected to be comparable to consideration normally paid in
like transactions, which range up to ten (10%) percent of the transaction price.
No member of management will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement our business
plan.

         No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.


                                      -12-
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The table below lists the beneficial ownership of our voting securities
by each person known by us to be the beneficial owner of more than 5% of our
securities, as well as the securities beneficially owned by all our directors
and officers. Unless specifically indicated, the shareholders listed possess
sole voting and investment power with respect to the shares shown.

                             Name and                Amount and
                            Address of               Nature of
                            Beneficial               Beneficial     Percent of
        Title of Class         Owner                   Owner          Class
        --------------         -----                   -----          -----

         Common           Devinder Randhawa           152,000        30.4%
                          Suite 104
                          1456 St. Paul St.
                          Kelowna, B.C.
                          Canada V1Y 2E6

         Common           Bob Hemmerling              152,000        30.4%
                          Suite 104
                          1456 St. Paul St.
                          Kelowna, B.C.
                          Canada V1Y 2E6

         Common           All Officers and            304,000        60.8%
                          Directors as a
                          Group (2 persons)

         The balance of our outstanding common stock is held by 8 persons, none
of whom hold 5% or more of our outstanding common stock.

Item 12. Certain Relationships and Related Transactions.

         There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.

Item 13. Exhibits and Reports on Form 8-K.

                                    EXHIBITS

3.1*     Amendment to Articles of Incorporation

3.2*     Bylaws

3.3*     Specimen Informational Statement

4.1.1*   Form of Lock-up Agreement Executed by the Company's Shareholders


                                      -13-
<PAGE>

*Filed as an Exhibit to the Company's Registration Statement on Form 10-SB, file
no. 000-27545, dated October 4, 1999, and incorporated herein by this reference.

Reports on Form 8-K

None


                                      -14-
<PAGE>
                                   SIGNATURES

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

Above Average Investments, Ltd.



By  /s/ Devinder Randhawa
   -----------------------------
    Devinder Randhawa, President


Date:  May 16, 2001


         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.


By  /s/ Devinder Randhawa
   -----------------------------
    Devinder Randhawa, President


Date:  May 16, 2001



By  /s/ Bob Hemmerling
   -----------------------------
    Bob Hemmerling, Secretary and Director


Date:  May 16, 2001


                                      -15-