SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934


                   For the fiscal year ended December 31, 1999
                        Commission file number 0-26317

                            GARNER INVESTMENTS, INC.
             (Exact name of registrant as specified in its charter)

          Wyoming                                  84-1384961
-------------------------                          --------------------
(State of incorporation)                          (I.R.S. Employer
                                                  Identification No.)

                 214 South Center Street, Casper, Wyoming, 82601
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: (307)472-3000

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

                            Title of each class: None

                 Name of each exchange on which registered: N/A

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

                    Title of each class: Common No Par Value

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

                      Yes X            No
                         -----           ------

Check if disclosure of delinquent  filers pursuant 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

                                        1




<PAGE>

Transitional Small Business Disclosure Format:

Yes ______        No       X

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 1999 was $0, based upon the closing price of $0 of
the common stock on December 31, 1999.

Number of outstanding shares of the registrant's no par value common stock, as
of December 31, 1999:  780,000

DOCUMENTS INCORPORATED BY REFERENCE

         List hereunder the following documents if incorporated by reference and
the Part of this Form 10-K into  which the  document  is  incorporated:  (1) Any
annual report to security holders None; (2) Any proxy or information statement -
None;  (3) Any  prospectus  filed  pursuant  to Rule  424(b)  or (c)  under  the
Securities Act of 1933. - None.






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                                TABLE OF CONTENTS

                                     PART I

                                                                     Page

Item 1.      Business ..................................                4

Item 2.      Properties ................................                21

Item 3.      Legal Proceedings..........................                21

Item 4.      Submission of Matters to a Vote of
             Security Holders..........................                 21

                                     PART II

Item 5.      Market for Registrant's Common Stock and
             Security Holder Matters ..................                 22

Item 6.      Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations ...............................                 23

Item 7.      Financial Statements and Supplementary Data..              23

Item 8.      Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure.....                24

                                    PART III

Item 9.      Directors and Executive Officers of the
             Registrant.................................                24

Item 10.     Executive Compensation......................               27

Item 11.     Security Ownership of Certain Beneficial
             Owners and Management......................                29

Item 12.     Certain Relationships and Related
             Transactions...............................                29

                                     PART IV

Item 13.     Exhibits, Financial Statement Schedule
             and Reports on Form 8-K....................                31


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ITEM 1.  BUSINESS

General

     The  Company  was  incorporated  under the laws of the State of  Wyoming on
February 14,  1997,  and is in the  developmental  stage.  In 1997,  the Company
raised  $1,500 in a private  placement.  For the  period  of 1997  through  date
hereof,  the Company had no revenues or business.  The Company has no commercial
operations as of date hereof. The Company has no full-time employees and owns no
real estate.

     The  Company's  current  business  plan is to seek,  investigate,  and,  if
warranted,  acquire one or more  properties or  businesses,  and to pursue other
related activities  intended to enhance  shareholder value. The acquisition of a
business  opportunity  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 no 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.

     At the present time 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.  The Company filed Form
10-SB on a voluntary basis in 1999 in order to become a 12(g) registered company
under the Securities Exchange Act of 1934. As a "reporting company," the Company
may be more attractive to a private  acquisition target because it may be listed
to trade its shares on the OTCBB.

     It is  anticipated  that the Company's  officers and directors will contact
broker-dealers  and other persons with whom they are acquainted who are involved
in corporate  finance  matters to advise them of the Company's  existence and to
determine if any  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 that no funds that are 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,


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<PAGE>



the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or  a  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 this  registration  of its  securities,  any entity
which has an interest in being  acquired  by, or merging  into the  Company,  is
expected to be an entity that desires to become a public company and establish a
public trading market for its  securities.  In connection  with such a merger or
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  current
principal shareholders of the Company by the acquiring entity or its affiliates.
If stock is purchased  from the current  shareholders,  the  transaction is very
likely to result in  substantial  gains to them relative to their purchase price
for such stock.  In the Company's  judgment,  none of its officers and directors
would thereby become an "underwriter" within the meaning of the Section 2(11) of
the  Securities Act of 1933, as amended.  The sale of a controlling  interest by
certain  principal  shareholders  of the Company  could occur at a time when the
other shareholders of the Company remain subject to restrictions on the transfer
of their shares.

         Depending upon the nature of the transaction,  the current officers and
directors  of the Company may resign  management  positions  with the Company in
connection with the Company's acquisition of a business  opportunity.  See "Form
of Acquisition,"  below, and "Risk Factors - The Company - Lack of Continuity in
Management."  In  the  event  of  such  a  resignation,  the  Company's  current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

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<PAGE>

         It  is  anticipated  that  business  opportunities  will  come  to  the
Company's  attention from various  sources,  including its officer and director,
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.

         The  Company  does not  foresee  that it would  enter  into a merger or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Wyoming law to enter into such a transaction if:

1. The material facts as to the relationship or interest of the affiliate and as
to the  contract  or  transaction  are  disclosed  or are  known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or

2. The material facts as to the relationship or interest of the affiliate and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by vote of the stockholders; or

3. The  contract or  transaction  is fair as to the Company as of the time it is
authorized, approved or ratified, by the Board of Directors or the stockholders.

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,  the
perceived  benefit the company will derive from becoming a publicly held entity,
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  business  opportunity
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.  The  Company  will be  dependent  upon the owners of a business
opportunity to identify any such problems  which may exist and to implement,  or
be primarily responsible

                                       6
<PAGE>

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.

     It is emphasized  that  management  of the Company may effect  transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed
participation in a business opportunity may be submitted to the stockholders for
their   consideration,   either  voluntarily  by  such  directors  to  seek  the
stockholders' advice and consent or because state law so requires.

     The analysis of business  opportunities  will be undertaken by or under the
supervision  of the  Company's  President,  who is not a  professional  business
analyst. See "Management." 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 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
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;

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<PAGE>

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

     3. 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, so as to permit the
     trading  of such  securities  to be exempt  from the  requirements  of Rule
     15c2-6  recently  adopted by the  Securities and Exchange  Commission.  See
     "Risk Factors - The Company - Regulation of Penny Stocks."

     4. Capital requirements and anticipated  availability of required funds, to
     be  provided  by the  Company  or  from  operations,  through  the  sale of
     additional securities,  through joint ventures or similar arrangements,  or
     from other sources;

     5. The extent to which the business opportunity can be advanced;

     6. Competitive  position as compared to other companies of similar size and
     experience  within the industry segment as well as within the industry as a
     whole;

     7. Strength and diversity of existing  management,  or management prospects
     that are scheduled for recruitment;

     8. The cost of  participation  by the Company as compared to the  perceived
     tangible and intangible values and potential; and

     9. The  accessibility  of required  management  expertise,  personnel,  raw
     materials, services, professional assistance, and other required items.

         In regard to the  possibility  that the  shares  of the  Company  would
qualify for listing on NASDAQ,  the current  standards  include the requirements
that the issuer of the securities that are sought to be listed have total assets
of at least  $4,000,000  and total  capital and surplus of at least  $2,000,000.
Many,  and perhaps most, of the business  opportunities  that might be potential
candidates  for a  combination  with the  Company  would not  satisfy the NASDAQ
listing criteria.

         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 each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  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 such business  opportunities  extremely  difficult


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<PAGE>

and complex.  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.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

         Prior to making a decision to  participate  in a business  opportunity,
the Company will  generally  request that it be provided with written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

         As  part  of  the  Company's  investigation,  the  Company's  executive
officers and directors may meet  personally  with  management and key personnel,
may visit and  inspect  material  facilities,  obtain  independent  analysis  or
verification of certain information provided, check references of management and
key personnel,  and take other reasonable  investigative measures, to the extent
of the Company's limited financial resources and management expertise.

         It is possible that the range of business  opportunities  that might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's  securities  until such time as they qualify
for listing on NASDAQ or on another  exchange  which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - - Regulation
of Penny Stocks."

         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


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<PAGE>

market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising 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 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.

         There  are no loan  arrangements  or  arrangements  for  any  financing
whatsoever relating to any business opportunities.

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,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
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  existing  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 a controlling  interest (i.e. 80% or more) 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 current  stockholders would retain in the aggregate 20% or less of the


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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").

         It is anticipated that any new securities issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  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.

         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.

         As a general  matter,  the  Company  anticipates  that it,  and/or  its
officers and principal  shareholders will enter into a letter of intent with the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a  decision is  made not  to participate  in a specific business

                                       11
<PAGE>

opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Moreover,  because  many  providers  of goods and services
require  compensation  at the time or soon  after  the goods  and  services  are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

         In all probability,  upon completion of an acquisition or merger, there
will be a change in control  through  issuance of  substantially  more shares of
common stock.  Further,  in conjunction  with an  acquisition  or merger,  it is
likely that  management may offer to sell a controlling  interest at a price not
relative to or reflective of any value of the shares sold by management,  and at
a price which could not be achieved by individual shareholders at the time.

INVESTMENT COMPANY ACT AND OTHER REGULATION

         The Company may  participate  in a business  opportunity by purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  intend to  engage  primarily  in such  activities.  Specifically,  the
Company intends to conduct its activities so as to avoid being  classified as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment
Act"),  and  therefore  to  avoid  application  of the  costly  and  restrictive
registration  and other  provisions of the Investment  Act, and the  regulations
promulgated thereunder.

         Section  3(a) of the  Investment  Act  contains  the  definition  of an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items).  The Company  intends to implement  its business  plan in a manner which
will  result  in the  availability  of this  exception  from the  definition  of
"investment company." Consequently, the Company's participation in a business or
opportunity  through the  purchase  and sale of  investment  securities  will be
limited.

         The  Company's  plan of  business  may  involve  changes in its capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded these protections.

         Any  securities  which the Company  might  acquire in exchange  for its
common stock are expected to be  "restricted  securities"  within the meaning of
the Securities Act  of 1933, as amended (the "Act").  If the  Company  elects to

                                       12
<PAGE>

resell such securities, such sale cannot proceed unless a registration statement
has been  declared  effective by the  Securities  and Exchange  Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities  not involving a  distribution,  would in all  likelihood be
available to permit a private  sale.  Although  the plan of  operation  does not
contemplate resale of securities acquired,  if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.

         An  acquisition  made by the  Company  may be in an  industry  which is
regulated or licensed by federal,  state or local  authorities.  Compliance with
such regulations can be expected to be a time-consuming and expensive process.

Competition

         The Company expects to encounter substantial competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to attractive  business  opportunities.  The Company also will experience
competition  from other public "blank check"  companies,  many of which may have
more funds available than does the Company.

No Rights of Dissenting Shareholders

         The  Company  does not  intend to  provide  Company  shareholders  with
complete  disclosure   documentation  including  audited  financial  statements,
concerning a possible  target  company  prior to  acquisition,  because  Wyoming
Corporate  Code vests  authority in the Board of Directors to decide and approve
matters  involving  acquisitions.  Any  transaction  would be  structured  as an
acquisition,  not a merger, with the Registrant being the parent company and the
acquiree being a wholly owned subsidiary.  Therefore, a shareholder will have no
right of dissent under Wyoming law.

NO TARGET CANDIDATES FOR ACQUISITION

         None of the Company's Officers,  Directors,  promoters,  affiliates, or
associates  have had any  preliminary  contact or  discussion  with any specific
candidate for acquisition. There are no present plans, proposals,  arrangements,
or  understandings  with any  representatives  of the owners of any  business or
company regarding the possibility of an acquisition transaction.


                                       13
<PAGE>

ADMINISTRATIVE OFFICES

     The  Company  currently  maintains  a mailing  address at 214 South  Center
Street,  Casper,  Wyoming,  82601 which is the office  address of its President,
William A.  Erickson.  Other than this  mailing  address,  the Company  does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining  office  facilities at any time in the foreseeable  future.  The
Company  pays no rent or other fees for the use of this mailing  address.  Legal
counsel  will not be  involved  in any day to day  activities  but  will  handle
securities  related  and  corporate  matters for the  Company,  so long as he is
engaged to do so.

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.  Although  there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers  prior  to,  or in  conjunction  with,  the  completion  of a  business
acquisition for services actually rendered, if for. See "Executive Compensation"
and under "Certain Relationships and Related Transactions."

RISK FACTORS

     1. Conflicts of Interest.  Certain  conflicts of interest may exist between
the Company and its officers and directors.  They have other business  interests
to which they devote their  attention,  and may be expected to continue to do so
although  management time should be devoted to the business of the Company. As a
result,  conflicts  of  interest  may arise that can be  resolved  only  through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."

         It is anticipated  that  Company's  officers and directors may actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or in  connection  with,  a proposed  merger or  acquisition
transaction.  In this  process,  the  Company's  officers  may  consider his own
personal  pecuniary  benefit  rather than the best  interests  of other  Company
shareholders, and the other Company shareholders are not expected to be afforded
the  opportunity  to  approve  or  consent  to  any  particular   stock  buy-out
transaction. See "Conflicts of Interest."

                                       14
<PAGE>

     2. Need For Additional  Financing.  The Company has very limited funds, and
such funds may not be  adequate  to take  advantage  of any  available  business
opportunities.  Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity.  The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the  availability,  source,  or terms that might govern the
acquisition of additional  capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.

     3. Regulation of Penny Stocks. The Company's securities, when available for
trading,  will be subject to a  Securities  and  Exchange  Commission  rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker-dealers  to sell the Company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.

     In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute "penny
stocks"  within the  meaning of the rules,  the rules would apply to the Company
and to its  securities.  The rules may  further  affect the ability of owners of
Shares to sell the  securities  of the Company in any market that might  develop
for them.

     Shareholders  should be aware that,  according to  Securities  and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price

                                       15
<PAGE>

projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

     4. Lack of Operating  History.  The Company was formed in February 1997 for
the  purpose of  engaging in any lawful  business.  No  revenues  have ever been
achieved. The Company is not profitable. The Company has no successful operating
history, revenues from operations, or assets. The Company faces all of the risks
of a  new  business  and  the  special  risks  inherent  in  the  investigation,
acquisition,  or involvement in a new business opportunity.  The Company must be
regarded  as a new or  "start-up"  venture  with  all of the  unforeseen  costs,
expenses, problems, and difficulties to which such ventures are subject.

     5. No Assurance of Success or Profitability. There is no assurance that the
Company  will  acquire a  favorable  business  opportunity.  Even if the Company
should become involved in a business opportunity,  there is no assurance that it
will  generate  revenues or profits,  or that the market price of the  Company's
common stock will be increased thereby.

     6. Possible Business - Not Identified and Highly Risky. The Company has not
identified and has no  commitments to enter into or acquire a specific  business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific  business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's  acquisition of or  participation  in a business  opportunity will
likely be highly  illiquid  and could  result in a total loss to the Company and
its stockholders if the business or opportunity  proves to be unsuccessful.  See
Item 1 "Description of Business."

     7. Type of Business  Acquired.  The type of business to be acquired  may be
one that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect  investors.  Because of the  Company's  limited  capital,  it is more
likely than not that any acquisition by the Company will involve other parties


                                       16
<PAGE>

whose  primary  interest  is the  acquisition  of control  of a publicly  traded
company.   Moreover,   any  business   opportunity  acquired  may  be  currently
unprofitable or present other negative factors.

     8.  Impracticability  of Exhaustive  Investigation.  The Company's  limited
funds and the lack of full-time  management will likely make it impracticable to
conduct a complete  and  exhaustive  investigation  and  analysis  of a business
opportunity  before the Company commits its capital or other resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly  dependent in making decisions upon information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking the  Company's  participation.  A  significant  portion of the Company's
available  funds may be expended for  investigative  expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.

     9. Lack of Diversification. Because of the limited financial resources that
the Company has, it is unlikely  that the Company will be able to diversify  its
acquisitions or operations.  The Company's  probable  inability to diversify its
activities  into  more  than one area  will  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

     10. Reliance upon Financial Statements.  The Company generally will require
audited financial  statements from companies that it proposes to acquire.  Given
cases where audited financials are available, the Company will have to rely upon
interim period unaudited  information received from target companies' management
that  has not  been  verified  by  outside  auditors.  The  lack of the  type of
independent  verification  which audited  financial  statements  would  provide,
increases the risk that the Company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the  financial  condition  and recent  interim  operating  history of the target
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of the
Company's securities.

         Moreover,  the Company will be subject to the  reporting  provisions of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and thus
will be required to furnish certain information about significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited


                                       17
<PAGE>

statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Should  the  Company,  during  the time it  remains  subject to the
reporting  provisions of the Exchange Act,  complete an acquisition of an entity
for which audited  financial  statements prove to be  unobtainable,  the Company
would  be  exposed  to  enforcement  actions  by  the  Securities  and  Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of  defending a Commission  enforcement  action would have
material,  adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company to  further  adverse
consequences.

     In addition,  the lack of audited  financial  statements  would prevent the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as
market  makers in the  securities  of the  Company.  Without  audited  financial
statements,  the Company  would almost  certainly be unable to offer  securities
under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.

     11.  Other  Regulation.  An  acquisition  made by the  Company  may be of a
business that is subject to regulation or licensing by federal,  state, or local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

     12. Dependence upon Management;  Limited  Participation of Management.  The
Company currently has only three individuals who are serving as its officers and
directors.  The Company will be heavily dependent upon his skills,  talents, and
abilities to implement its business plan, and may, from time to time,  find that
the inability of the officers and directors to devote their full time  attention
to  the  business  of  the  Company  results  in  a  delay  in  progress  toward
implementing its business plan. See "Management."  Because investors will not be
able to evaluate the merits of possible  business  acquisitions  by the Company,
they should critically assess the information  concerning the Company's officers
and directors.

     13.  Lack of  Continuity  in  Management.  The  Company  does  not  have an
employment agreement with its officers and directors,  and as a result, there is
no  assurance  they will  continue  to manage  the  Company  in the  future.  In
connection with acquisition of a business opportunity,  it is likely the current
officers and  directors  of the Company may resign  subject to  compliance  with
Section 14f of the Securities Exchange Act of 1934. A decision to resign will be
based upon


                                       18
<PAGE>

the identity of the business opportunity and the nature of the transaction,  and
is  likely to occur  without  the vote or  consent  of the  stockholders  of the
Company.

     14.  Indemnification  of Officers and Directors.  Wyoming Revised  Statutes
provide for the  indemnification  of its  directors,  officers,  employees,  and
agents, under certain circumstances,  against attorney's fees and other expenses
incurred by them in any  litigation  to which they become a party  arising  from
their association with or activities on behalf of the Company.  The Company will
also bear the expenses of such  litigation for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company which it will be unable to recoup.

     15. Director's Liability Limited. Wyoming Revised Statutes exclude personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the Company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

     16. Dependence upon Outside Advisors. To supplement the business experience
of  its  officers  and  directors,   the  Company  may  be  required  to  employ
accountants,  technical experts, appraisers,  attorneys, or other consultants or
advisors.  The  selection  of any such  advisors  will be made by the  Company's
President without any input from  stockholders.  Furthermore,  it is anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary or other obligation to the Company.  In the event the President of the
Company  considers it necessary to hire outside  advisors,  he may elect to hire
persons who are affiliates, if they are able to provide the required services.

     17. Leveraged Transactions.  There is a possibility that any acquisition of
a business  opportunity  by the Company may be leveraged,  i.e., the Company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
Company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets acquired. There is no assurance that any business


                                       19
<PAGE>

opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

     18.   Competition.   The  search  for   potentially   profitable   business
opportunities  is  intensely  competitive.  The  Company  expects  to  be  at  a
disadvantage  when  competing  with many firms that have  substantially  greater
financial and  management  resources and  capabilities  than the Company.  These
competitive  conditions  will exist in any  industry  in which the  Company  may
become interested.

     19. No  Foreseeable  Dividends.  The Company has not paid  dividends on its
common stock and does not anticipate  paying such  dividends in the  foreseeable
future.

     20. Loss of Control by Present Management and Stockholders. The Company may
consider an  acquisition in which the Company would issue as  consideration  for
the business  opportunity  to be acquired an amount of the Company's  authorized
but  unissued  common  stock that  would,  upon  issuance,  represent  the great
majority of the voting  power and equity of the  Company.  The result of such an
acquisition  would be that the acquired  company's  stockholders  and management
would  control the Company,  and the Company's  management  could be replaced by
persons  unknown at this time.  Such a merger would result in a greatly  reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.

     21. No Public  Market  Exists.  There is no public market for the Company's
common stock, and no assurance can be given that a market will develop or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Factors  such as those  discussed  in this  "Risk  Factors"  section  may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the  securities,  many brokerage firms may not be willing to
effect  transactions  in the  securities.  Even if a  purchaser  finds a  broker
willing  to  effect  a  transaction  in these  securities,  the  combination  of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.

     22. Rule 144 Sales.  All of the outstanding  shares of common stock held by
present officers, directors, and stockholders are "restricted securities" within
the  meaning  of Rule 144 under  the  Securities  Act of 1933,  as  amended.  As
restricted  shares,  these  shares may be resold into the market,  if any,  only
pursuant to an effective  registration  statement or under the  requirements  of
Rule 144 or other applicable exemptions from registration under the Act, if any,
and as required under applicable state securities laws.


                                       20
<PAGE>

     23. Blue Sky Considerations.  Because the securities  registered  hereunder
have not been  registered  for resale under the blue sky laws of any state,  the
holders of such shares and  persons  who desire to purchase  them in any trading
market  that  might  develop  in the  future,  should be aware that there may be
significant  state  blue-sky law  restrictions  upon the ability of investors to
sell  the  securities  and  of  purchasers  to  purchase  the  securities.  Some
jurisdictions  may not under any  circumstances  allow the  trading or resale of
blind-pool or "blank-check" securities.  Accordingly,  investors should consider
the secondary market for the Company's securities to be a limited one.


ITEM 2.  PROPERTY
-----------------

     The Company has no  property.  The Company does not  currently  maintain an
office or any other facilities.  It does currently maintain a mailing address at
214 South Center Street, Casper,  Wyoming, 82601, which is the office address of
its President, William A. Erickson. 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.

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
any litigation.


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

     No matters were submitted  during the fiscal year covered by this report to
a vote of security  holders of the Company,  through the solicitation of proxies
or otherwise.

                                       21
<PAGE>
                                    PART II


ITEM 5.   MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
          SHAREHOLDER MATTERS
--------------------------------------------------------------------------------

     As of the date of this  report,  there has been no trading or  quotation of
the Company's  common stock. The range of high and low trade quotations for each
fiscal  quarter  since the last report,  as reported by the  National  Quotation
Bureau Incorporated, was as follows

                                 1999                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

                                 1998                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

                                 1997                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

* No quotations

     The above quotations reflect inter-dealer  prices,  without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

     As of December  31,  1999,  there were 44 record holders of the  Company's
common stock.

     The Company has not declared or paid any cash dividends on its common stock
and does not anticipate paying dividends for the foreseeable future.


                                       22
<PAGE>

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

                 Financial Condition and Changes in Financial Condition
--------------------------------------------------------------------------------

     No operations  were  conducted and no revenues were generated in the fiscal
year. The Company had no income in 1999. The Company at year end had no capital,
no cash, and no other assets.  The Company at year end was totally  illiquid and
needed cash infusions from  shareholders to provide  capital,  or loans from any
sources.

     Results of  Operations  for the year ended  December 31, 1999,  compared to
year ended December 31, 1998
--------------------------------------------------------------------------------

     The Company incurred expenses  totalling $240 in 1999 compared to $1,557 in
1998.  The Company had no operations  or revenues in 1999 or 1998.  The net loss
for 1999 was $240 and for 1998 was $1,557.  The net loss per share was less than
($.01) in 1999 and 1998.  A  continuation  of the trend of net losses  should be
expected  to  continue  in the  future  until  some  profitable  operations  are
achieved, if ever any are acquired or developed.

     Liquidity & Capital Resources
     -----------------------------

     The company had nominal  cash at year end and no other  capital  resources.
the company will be dependent on its  shareholders  for loans for expenses,  and
has no capital  availability  except through  private sales of treasure  stocks,
none of which has been arranged.

ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
--------------------------------------------------------------

     Please refer to pages F-1 through F-8.


                                       23
<PAGE>


ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
-----------------------------------------------------

     Not applicable.


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT IN COMPLIANCE WITH
         SECTION 16(a).
------------------------------------------------------------

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


Name                                    Position                      Tenure
--------------------------------------------------------------------------------

William A. Erickson                     President and Director        Annual

Michael R. Butler                       Secretary, Treasurer, and     Annual
                                        Director

Donn C. Douglass                        Director                      Annual
(Mr. Douglass died in early 2000)


         The directors  named above will serve until the next annual  meeting of
the Company's stockholders.  Thereafter,  directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions 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 the  directors  and 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 of the Company will devote such time to the
Company's  affairs on an "as needed"  basis.  As a result,  the actual amount of
time which they will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.

Biographical Information

     WILLIAM  A.  ERICKSON,  age 67,  is the  President  and a  Director  of the
Company.  Mr.  Erickson  graduated from the University of Wyoming in 1959 with a
Bachelor of Science degree in Education. Mr. Erickson served in the Armed Forces
from  1950 to 1955.  Mr.  Erickson  has  been  associated  with the real  estate
business starting in 1960 when he received his Real Estate License. Mr. Erickson
qualified as a Real Estate Broker in 1986 and currently  holds a Broker License.
Mr. Erickson has specialized in recreational  and commercial  properties for the
past 17 years, especially on Federal Park Service land and Wyoming state leases.
Mr.  Erickson  has taken  classes  in Cash Flow  Analysis,  CMA  Reporting,  and
Capitalization and Financing of Commercial business. Mr. Erickson was a Director
and  Secretary/Treasurer  of Bird-Honomichl,  Inc. (1994-1998).  Mr. Erickson is
currently the President and Director of The Art Boutique,  Inc. (since 1986) and
is President and Director of Tempus, Inc. (since 1997).

     MICHAEL R.  BUTLER,  age 45, is  Secretary/Treasurer  and a Director of the
Company.  Mr. Butler was employed for 19 years by Amoco Production  Company,  an
oil and gas  producing  company  operating in the state of Wyoming.  In 1997 and
1998,  Mr. Butler has owned and operated a farm/ranch  west of Casper,  Wyoming.
Mr. Butler has been trained in and has experience in waterflood  injection,  oil
and gas producing operations,  maintenance,  and wetland development. Mr. Butler
is a Director of Hindsight,  Inc. dba Oil City Printers,  a commercial  printing
business (since 1988). Mr. Butler is a Director and  Secretary/Treasurer  of The
Art Boutique,  Inc.  (since 1996),  Phillips 44, Inc.,  (since 1998) and Tempus,
Inc. (since 1997).


                                       24
<PAGE>

         Management  will devote  minimal time to the operations of the Company,
and any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

         None  of  the  Company's   officers  and/or   directors   receives  any
compensation for their  respective  services  rendered to the Company,  nor have
they received such compensation in the past. They all have agreed to act without
compensation  until authorized by the Board of Directors,  which is not expected
to occur  until  the  Company  has  generated  revenues  from  operations  after
consummation of a merger or  acquisition.  As of the date of filing this report,
the Company has no funds available to pay officers or directors.  Further,  none
of the  officers or  directors  is  accruing  any  compensation  pursuant to any
agreement with the Company. 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.

     It is possible that, after the Company successfully consummates a merger or
acquisition  with an  unaffiliated  entity,  that entity may desire to employ or
retain one or a number of members of the Company's  management  for the purposes
of  providing  services to the  surviving  entity,  or otherwise  provide  other
compensation to such persons.  However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be  a  consideration  in  the  Company's  decision  to  undertake  any  proposed
transaction.  Each member of management  has agreed to disclose to the Company's
Board of Directors any discussions  concerning possible  compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and  further,  to  abstain  from  voting on such  transaction.  Therefore,  as a
practical  matter,  if each  member of the  Company's  Board of  Directors  were
offered  compensation  in any form from any  prospective  merger or  acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively  approve
such a transaction.

Conflicts of Interest

     Members  of the  Company's  management  are  associated  with  other  firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.
                                       25
<PAGE>

     Certain of the officers  and  directors  of the Company are  directors  and
principal  shareholders  in  other  blank  check  companies,  and  officers  and
directors  of the Company  may in the future  become  shareholders,  officers or
directors of other  companies which may be formed for the purpose of engaging in
business  activities  similar to those  conducted by the  Company.  Accordingly,
direct  conflicts  of  interest  may arise in the  future  with  respect to such
individuals acting on behalf of the Company or other entities. Conflicts of
interest may arise with respect to opportunities  which come to the attention of
such  individuals in the  performance of their duties or otherwise.  The Company
does not  currently  have a right of first refusal  pertaining to  opportunities
that come to management's  attention insofar as such opportunities may relate to
the Company's proposed business operations.

     The officers and  directors  are, so long as they are officers or directors
of the Company,  subject to the restriction that all opportunities  contemplated
by the Company's plan of operation which come to their attention,  either in the
performance  of  their  duties  or in  any  other  manner,  will  be  considered
opportunities  of, and be made  available to the Company and the companies  that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director.  If the Company and
the companies with which the officers and directors are  affiliated  both desire
to take advantage of an opportunity, then the Board of Directors has agreed that
said opportunity  should be available to each such company in the order in which
such  companies  registered  or became  current in the filing of annual  reports
under the Exchange Act  subsequent  to January 1, 1997.  All directors may still
individually take advantage of opportunities if the Company should decline to do
so. Except as set forth above, the Company has not adopted any other conflict of
interest policy with respect to such transactions.

     The Company's Board of Directors has adopted a policy that the Company will
not seek a merger with,  or  acquisition  of, any entity in which any officer or
director  serves as an officer  or  director  or in which  they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.

     There can be no assurance  that  management  will resolve all  conflicts of
interest in favor of the Company.

                                       26
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.
---------------------------------

     The Company accrued no  compensation  to the executive  officers as a group
for services  rendered to the Company in all  capacities  during the 1999 fiscal
year.  No one executive  officer  received,  or has accrued for his benefit,  in
excess of $60,000 for the year.  No cash  bonuses were or are to be paid to such
persons.

     The Company does not have any employee incentive stock option plans.

     There are no plans pursuant to which cash or non-cash compensation was paid
or  distributed  during  the last  fiscal  year,  or is  proposed  to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.

<TABLE>
<CAPTION>

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES

<S>               <C>            <C>                <C>            <C>                         <C>
                                    Annual Compensation                                  Awards
====================================================================================================================================
Name and          Year           Salary             Bonus          Other Annual                Restricted              Securities
Principal                        ($)                ($)            Compensation                Stock                   Underlying
Position                                                           ($)                         Award(s)                Options/
                                                                                               ($)                     SARs (#)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
William A.        1997           0                  0              0                           0                       0
Erickson,         ------------------------------------------------------------------------------------------------------------------
President         1998           0                  0              0                           0                       0
                  ------------------------------------------------------------------------------------------------------------------
                  1999           0                  0              0                           0                       0
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Michael R.        1997           0                  0              0                           0                       0
Butler,           ------------------------------------------------------------------------------------------------------------------
Secretary         1998           0                  0              0                           0                       0
                  ------------------------------------------------------------------------------------------------------------------
                  1999           0                  0              0                           0                       0
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Donn C.           1997           0                  0              0                           0                       0
Douglass,         ------------------------------------------------------------------------------------------------------------------
Vice President    1998           0                  0              0                           0                       0
(deceased)        ------------------------------------------------------------------------------------------------------------------
                  1999           0                  0              0                           0                       0
====================================================================================================================================
</TABLE>

                                       27

<PAGE>
<TABLE>
<CAPTION>
                                              Directors' Compensation
<S>                              <C>           <C>            <C>                  <C>             <C>

Name                             Annual        Meeting        Consulting           Number          Number of
                                 Retainer      Fees ($)       Fees/Other           of Shares       Securities
                                 Fee($)                       Fees ($)             (#)             Underlying
                                                                                                   Options SARS
                                                                                                   (#)
------------------------------------------------------------------------------------------------------------------
A. Director                      0             0              0                    0               0
William A. Erickson

B. Director                      0             0              0                    0               0
Michael R. Butler

C. Director                      0             0              0                    0               0
Donn C. Douglass
(deceased)

</TABLE>

         Option/SAR Grants Table (None)

         Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End
Option/SAR value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)

     No officer or director  has received  any other  remuneration  in the three
year period prior to the filing of this registration  statement.  Although there
is no current plan in  existence,  it is possible  that the Company will adopt a
plan to pay or accrue  compensation  to its officers and  directors for services
related to seeking business opportunities and completing a merger or acquisition
transaction.  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.

                                       28
<PAGE>

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

     The  following  table sets forth,  as of December 31,  1999,  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.


                                         NUMBER OF
SHAREHOLDERS BENEFICIAL OWNERS           SHARES                       PERCENTAGE
--------------------------------------------------------------------------------
William A. Erickson, President & Dir.     140,000                      17.9%
2300 E. 18th Street, #224
Casper, WY  82609

Michael R. Butler, Secretary/Tres/Dir.    140,000                      17.9%
13750 Bessemer Bend Rd.
Alcova Route
Casper, WY  82604

Maureen Douglass, Director                140,000                      17.9%
6445 E. Ohio, Suite 150
Denver, CO  80224

All directors and executive               420,000                      53.7%
officers as a group (3 persons)


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------------------------------------------------------

     Prior to the date of this  filing,  the  Company  issued  to its  founders,
officers, and directors, and to other shareholders, a total of 780,000 shares of
common stock for a total of $2,250 in cash.  Certificates  evidencing the common
stock  issued by the  Company  to these  persons  have all been  stamped  with a
restrictive  legend,  and are  subject to stop  transfer  orders by the  Company
unless resale is exempt under Section 4(1) or Rule 144 of the  Securities Act of
1933. For additional information  concerning  restrictions that are imposed upon
the securities held by current  stockholders,  and the  responsibilities of such
stockholders  to comply with federal  securities laws in the disposition of such
common stock, see "Risk Factors - Rule 144 Sales."

         No officer,  director,  or  affiliate of the Company has or proposes to
have any  direct or  indirect  material  interest  in any asset  proposed  to be
acquired  by the Company  through  security  holdings,  contracts,  options,  or
otherwise.

                                       29
<PAGE>


         The Company has adopted a policy under which any consulting or finder's
fee that may be paid to a third party or affiliate  for  consulting  services to
assist management in evaluating a prospective business opportunity would be paid
in stock  or in cash.  Any  such  issuance  of stock  would be made on an ad hoc
basis.  Accordingly,  the Company is unable to predict whether or in what amount
such a stock issuance might be made.

         Although there is no current plan in existence, it is possible that the
Company  will adopt a plan to pay or accrue  compensation  to its  officers  and
directors for services related to seeking business  opportunities and completing
a merger or acquisition transaction.

         Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement  with an acquisition
candidate requiring the sale of all or a portion of the common stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

                                       30
<PAGE>

                                    PART IV


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

     The following documents are filed as part of this report:

     1.   Reports on Form 8-K:       None

     2.   Exhibits:       None



                                      INDEX

                                                      Form 10-K
Regulation                                            Consecutive
S-K Number                 Exhibit                    Page Number

3.1               Articles of Incorporation           *Incorporated by reference
                                                      to Registration Statement
                                                      10SB/12(g) #0-26317

3.2               Bylaws                              *Incorporated by reference
                                                      to Registration Statement
                                                      10SB/12(g) #0-26317

27.1              Financial Data Schedule             EX-27.1


<PAGE>

                                   SIGNATURES:


Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


DATED:  July 7, 2000



                                           GARNER INVESTMENTS, INC.


                                           /s/ William A. Erickson
                                           -------------------------------------
                                           President

                                           /s/ Michael R. Butler
                                           -------------------------------------
                                           Secretary



                                           Directors:

                                           /s/William A. Erickson
                                           -------------------------------------
                                           Director

                                           /s/ Michael R. Butler
                                           -------------------------------------
                                           Director


<PAGE>
                            GARNER INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                         AS OF DECEMBER 31, 1999 AND FOR
                    THE PERIOD FEBRUARY 13, 1997 (INCEPTION)
                              TO DECEMBER 31, 1999


                          INDEX TO FINANCIAL STATEMENTS



Cover Page                                                            F-1

Auditors Report for years ended December 31, 1999 and 1998            F-2

Balance Sheet                                                         F-3

Statement of Operations                                               F-4

Statement of Cash Flows                                               F-5

Statement of Stockholders' Equity                                     F-6

Notes to Financial Statements                                         F-7 - F-8






                                      F-1

<PAGE>

                           Michael Johnson & Co., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson, C.P.A.                             Telephone: (303) 796-0099
Member: A.I.C.P.A.                                     Fax: (303) 796-0137
Colorado Society of C.P.A.s



                           INDEPENDENT AUDITORS REPORT

Board of Directors
Garner Investments, Inc.
Casper, WY  82602


We have audited the accompanying  balance sheet of Garner Investments,  Inc., (A
Development  Stage  Company) as of December  31, 1999 and 1998,  and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
February 13, 1997 (inception)  through December 31, 1999 and the fiscal years of
December  31,  1999 and 1998 then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about   whether  the   financial   statement  is  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 Garner Investments, Inc., as of
December 31, 1999 and 1998,  and its results of their  operations and their cash
flows for the period,  February 13, 1997  (Inception)  through December 31, 1999
and the fiscal  years of December  31, 1999 and 1998 then ended,  in  conformity
with generally accepted accounting principles.


/s/Michael Johnson & Co., LLC

Denver, Colorado
January 20, 2000


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                                     GARNER INVESTMENTS, INC.
                                   (A Development Stage Company)
                                           Balance Sheet
                                         December 31, 1999
                           With Comparative Totals for December 31, 1998

<S>                                                                          <C>                    <C>

ASSETS:                                                                         1999                   1998
                                                                             ------------           ------------

CURRENT ASSETS:
   Cash                                                                            $ 309                  $ 549
                                                                             ------------           ------------

TOTAL CURRENT ASSET                                                                  309                    549

TOTAL ASSETS                                                                       $ 309                  $ 549
                                                                             ============           ============

LIABILITIES & STOCKHOLDERS EQUITY

Stockholders' Equity (Note 3):
     50,000,000 shares authorized $.001 par value,
     780,000 shares issued and outstanding.                                          780                    780
   Additional paid-in capital                                                      1,470                  1,470
   Deficit accumulated during the
     development stage                                                            (1,941)                (1,701)
                                                                             ------------           ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                           $ 309                  $ 549
                                                                             ============           ============


             The accompanying notes are an integral part of these financial statements.
                                                    F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                     GARNER INVESTMENTS, INC.
                                   (A Development Stage Company)
                                      Statement of Operations
                 For the Period February 13, 1997 (Inception) to December 31, 1999
                           With Comparative Totals for December 31, 1998

<S>                                                      <C>                <C>                <C>
                                                                                                Feb. 13, 1997
                                                                                                Inception to
                                                             1999              1998             Dec. 31, 1999
                                                         -------------      ------------       ----------------


REVENUE                                                           $ -               $ -                    $ -


COSTS AND EXPENSES:

   Office Expenses                                                180                32                    356
   Filing Fees                                                     60                25                     85
   Audit Fees                                                       -             1,500                  1,500
                                                         -------------      ------------       ----------------

NET LOSS                                                        $ 240           $ 1,557                $ 1,797
                                                         =============      ============       ================

PER SHARE INFORMATION:

   Weighted average number
   of common shares outstanding                               780,000           780,000                780,000
                                                         -------------      ------------       ----------------

Net Loss per common share                                    $(0.0003)          $(0.002)              $ (0.002)
                                                         =============      ============       ================



             The accompanying notes are an integral part of these financial statements.
                                                F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                     GARNER INVESTMENTS, INC.
                                                       Stockholders' Equity
                                                        December 31, 1999
<S>                                               <C>                <C>               <C>         <C>        <C>

                                                        COMMON STOCKS                  Additional  Retained      Total
                                                                                        Paid-In    Earnings   Stockholder's
                                                  Shares             Amount             Capital    (Deficit)     Equity

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

Issuance of Stocks for Cash                        480,000              $ 480             $ 1,020         $ -      $ 1,500

Net Deficit 12/31/97                                     -                  -                   -        (144)        (144)
                                             -------------            -------             -------    ---------     --------

Balance December 31, 1997                          480,000              $ 480             $ 1,020      $ (144)     $ 1,356
                                             =============            =======             =======    =========     ========

Issuance of Stocks for Cash                        300,000                300                 450           -          750

Net Deficit 12/31/98                                     -                  -                   -      (1,557)      (1,557)
                                             -------------            -------             -------    ---------     --------

Balance December 31, 1998                          780,000              $ 780             $ 1,470    $ (1,701)       $ 549
                                             =============            =======             =======    =========     ========

Net Deficit 12/31/99                                     -                  -                   -        (240)        (240)
                                             -------------            -------             -------    ---------     --------
Balance December 31, 1999                          780,000              $ 780             $ 1,470    $ (1,941)       $ 309
                                             =============            =======             =======    =========     ========


             The accompanying notes are an integral part of these financial statements.
                                                    F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                      GARNER INVESTMENTS, INC.
                                   (A Development Stage Company)
                                      Statement of Cash Flows
               For the Period From February 13, 1997 (Inception) to December 31, 1999
                           With Comparative Totals for December 31, 1998

<S>                                                           <C>              <C>              <C>
                                                                                                 Feb. 13, 1997
                                                                                                 Inception to
                                                                 1999             1998           Dec. 31, 1999
                                                              -----------      -----------      ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Loss                                                       $ (240)         $(1,557)             $ (1,941)

   Decrease in Investment                                              -              750                   750
                                                              -----------      -----------      ----------------

Net cash provided by operating activities                           (240)            (807)               (1,047)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from stock issuance, net of
     issuance costs.                                                   -              750                   750
                                                              -----------      -----------      ----------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                              -              750                   750
                                                              -----------      -----------      ----------------

NET DECREASE IN CASH AND CASH EQUIVALENT                            (240)             (57)                 (297)

BEGINNING CASH AND CASH EQUIVALENT                                   549              606                   606
                                                              -----------      -----------      ----------------

ENDING CASH AND CASH EQUIVALENT                                    $ 309            $ 549                 $ 309
                                                              ===========      ===========      ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:

Interest
                                                                       -                -                     -
Income Taxes                                                           -                -                     -



             The accompanying notes are an integral part of these financial statements.
                                                 F-6
</TABLE>
<PAGE>

                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
        For the Period February 13, 1997 (Inception) to December 31, 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         The Company was  incorporated  on February  13,  1997,  in the State of
         Wyoming. The Company is in the development stages and was organized for
         the  purpose of general  investing.  The  Company's  fiscal year end is
         December  31. The  financial  statements  are  presented on the accrual
         basis of accounting.

         The accompanying  financial  statements have been prepared on the going
         concern basis,  which  contemplates  the  realization of assets and the
         satisfaction  of  liabilities  in the normal  course of  business.  The
         company's  continuation  as a going concern is dependent on its ability
         to generate  sufficient  cash flows to meet its obligations on a timely
         basis, to raise  additional cash as may be required,  and ultimately to
         attain successful  operations.  The financial statements do not include
         any adjustments that might result from the outcome of this uncertainty.

         BASIS OF PRESENTATION

         The company is primarily engaged in general  investing.  The authorized
         capital stock of the  corporation is 50,000,000  shares of common stock
         at $0.001 par value. There are no preferred stock authorized or issued.

         CASH AND CASH EQUIVALENT

         The Company  considers all highly-liquid  debt  instruments,  purchased
         with  an  original  maturity  of  three  months  or  less,  to be  cash
         equivalents.

         REVENUE RECOGNITION

         Revenue is recognized when earned and expenses are recognized when they
         occur.

         USE OF ESTIMATES

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

                                      F-7

<PAGE>

                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
        For the Period February 13, 1997 (Inception) to December 31, 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
         --------------------------------------------------


         NET LOSS PER SHARE

         Net loss per share is based on the  weighted  average  number of common
         shares and common shares equivalents outstanding during the period.

NOTE 2 - FEDERAL INCOME TAXES

          The  Company  accounts  for income  taxes  under SFAS No.  109,  which
          requires the asset and  liability  approach to  accounting  for income
          taxes. Under this approach, deferred income taxes are determined based
          upon differences  between the financial statement and tax bases of the
          Company's assets and liabilities and operating loss carryfowards using
          enacted tax rates in effect for the years in which the  difference are
          expected  to  reverse.  Deferred  taxes are  recognized  if it is more
          likely than not that the future tax benefit will be realized.

          As of December  31,  1999,  the Company has  financial  reporting  net
          operating loss carryforwards of approximately  $1,941for which the tax
          effect has not been recognized for financial reporting purposes.  Such
          losses expire in 2013 if not utilized earlier.

NOTE 3 - STOCKHOLDERS' EQUITY

         During the period,  the Company issued 780,000 shares of its $0.001 par
         value common stock, to various investors for cash of $2,250.

NOTE 4 - RELATED PARTY TRANSACTION

          The  officers  and  directors  of this  company are also  officers and
          directors of other companies.



                                      F-8