U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934

         For the quarter ended November 30, 1999
         Commission file no. 0-27769

                           Alternate Achievements, Inc
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Florida                                          65-0522144
------------------------------------                 -----------------------
(State or other jurisdiction of                      (I.R.S.Employer
incorporation or organization)                       Identification No.)

251 Sunrise Avenue, Suite 203
Palm Beach, FL                                             33480
------------------------------------------           -----------------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number: (561) 659-6530

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

     Title of each class                        Name of each exchange
                                                on which registered
         None                                          None
-----------------------------------           -----------------------------

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

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:

                      Donald F. Mintmire
                      Mintmire & Associates
                      265 Sunrise Avenue, Suite 204
                      Palm Beach, FL 33480
                      Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>



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

                         Yes X          No
                            ---            ---

     As of November 30, 1999,  there are 6,000,000 shares of voting stock of the
registrant issued and outstanding.














<PAGE>



                                     PART I

Item 1. Financial Statements



<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.


TABLE OF CONTENTS
<S>                                                              <C>
                                                                 Page


Balance Sheet                                                    F-2

Statement of Operations and Deficit Accumulated
    during the development stage                                 F-3

Statement of Changes in Stockholders' Equity                     F-4

Statement of Cash Flows                                          F-5

Notes to Financial Statements                                    F-6
</TABLE>















                                       F-1



<PAGE>




<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
( A Development Stage Company)

BALANCE SHEET



November 30,                                                         1999
--------------------------------------------------------------- --------------

ASSETS
<S>                                                             <C>
Current Assets:
    Cash                                                        $     15,905
--- ----------------------------------------------------------- --------------

TOTAL CURRENT ASSETS                                            $     15,905
--------------------------------------------------------------- --------------

                                                                $     15,905
--- ----------------------------------------------------------- --------------

LIABILITIES

Current Liabilities:
    Accrued expenses                                            $      1,905
--- ----------------------------------------------------------- --------------


TOTAL CURRENT LIABILITIES                                       $      1,905
--------------------------------------------------------------- --------------

                                                                $      1,905
--- ----------------------------------------------------------- --------------

STOCKHOLDERS' EQUITY

Common stock - $.0001 par value - 50,000,000 shares
     authorized 6,000,000 shares issued and
     outstanding 600 Preferred stock - No par
     value - 10,000,000 shares authorized
          No shares issued or outstanding                                  -

    Additional paid-in-capital                                        21,900
    Deficit accummulated during the development stage                 (8,500)
--- ----------------------------------------------------------- --------------

TOTAL STOCKHOLDERS' EQUITY                                            14,000
--------------------------------------------------------------- --------------

                                                                $     15,905
--- ----------------------------------------------------------- --------------
</TABLE>

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


                                       F-2



<PAGE>




<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
( A Development Stage Company)


STATEMENT OF OPERATIONS AND  DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE



For the period September 1, 1999  to November 30,                       1999
----------------------------------------------------------------------------
<S>                                                           <C>
Revenues                                                      $            -
------------------------------------------------------------- ---------------

Operating expenses:
       Professional fees                                               6,000

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

Total  operating expenses                                              6,000

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

Loss before income taxes                                              (6,000)
Income  taxes                                                              -
------------------------------------------------------------- ---------------

Net loss                                                              (6,000)

Deficit accumulated during the
       development stage  - September 1, 1999                         (2,500)
------------------------------------------------------------- ---------------

Deficit accumulated during the
       development stage  - November 30, 1999                 $       (8,500)
------------------------------------------------------------- ---------------


Net loss per share                                            $       (0.001)
------------------------------------------------------------- ---------------

Weighted average shares of common stock                            6,000,000
------------------------------------------------------------- ---------------
</TABLE>


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

                                       F-3



<PAGE>





<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
( A Development Stage Company)


STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                                                          Additional
                                            Number of  Preferred  Common  Paid - In   Deficit
                                            Shares     Stock      Stock   Capital     Accumulated  Total
--- --------------------------------------- ---------- ---------- ------- ----------  ------------ -----------
<S>                                         <C>        <C>        <C>     <C>         <C>          <C>
Beginning balance:

    September 15, 1994  - Services           5,500,000  $     -      550   $  1,950    $        -   $   2,500
    (Date of Inception)


Issuance of Common Stock:

    September 24, 1999                         500,000        -       50     19,950                    20,000


Deficit accumulated during
     the development stage                           -        -        -          -        (8,500)     (8,500)
--- --------------------------------------- ---------- ---------- ------- ----------- ------------ ------------



Balance - November 30, 1999                  6,000,000  $     -    $ 600   $ 21,900    $   (8,500)  $  14,000
------------------------------------------- ---------- ---------- ------- ----------- ------------ ------------
</TABLE>


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


                                       F-4



<PAGE>





<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
(A Development Stage Company)


Statement of Cash Flows




For the period September 1, 1999 to November 30,                        1999
------------------------------------------------------------- --------------
Operating Activities:
<S>                                                           <C>
        Net loss                                              $      (6,000)
     Adjustments to reconcile net loss to net cash
         used by operating activities:
             Increase in:
                 Accrued expenses                                     1,905
---- --- --- --- -------------------------------------------- --------------


Net cash provided by operating activities                            (4,095)
------------------------------------------------------------- --------------


Financing activities:
                       Issuance of Common Stock                      20,000
---- -------------------------------------------------------- --------------


Net cash provided by financing activities                            20,000
------------------------------------------------------------- --------------


Net increase in cash                                                 15,905
------------------------------------------------------------- --------------


Cash - November 30, 1999                                       $     15,905
------------------------------------------------------------- --------------
</TABLE>



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



                                       F-5




<PAGE>



ALTERNATE ACHIEVEMENTS, INC.
NOTES TO FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies:

Organization

Alternate  Achievements,  Inc.  (a  development  stage  company)  is  a  Florida
Corporation  organized to engage in the marketing and  distribution  of training
programs  and  seminars to  corporate  level  executives  on various  management
issues. The Company failed in its attempt to implement its initial business plan
and during  September 1995 abandoned its efforts.  The Company had no operations
for the period prior to September  1995. The Company was inactive and there were
no transactions from September 1995 to the date of reinstatement by the State of
Florida on November 30, 1998 that affect the balances reflected in the financial
statements as of September 1, 1999.

The Company has a new business plan,  which was adopted on or about September 1,
1999, which is to engage in seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a August 31 year-end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Interim Financial Statements

The November  30, 1999 interim  financial  statements  include all  adjustments,
which in the opinion of management, are necessary in order to make the financial
statements not misleading

Note B - Stockholders' Equity:

On September 15, 1994, the Company issued  5,500,000  shares of common stock, in
lieu of cash,  for the fair  market  value of  services  rendered by its initial
stockholders.  On or about September 1, 1999, third parties purchased the shares
from the initial stockholders.




                                       F-6


<PAGE>




Note B - Stockholders' Equity (con't):

Subsequently the same third parties purchased at $0.04 per share, 500,000 shares
of the common stock of the Company in a private placement pursuant to Regulation
D of the SEC. The $6,000 in professional fees includes the costs and expenses of
legal and accounting  service  associated with the preparation and filing of the
registration statement.

At November 30, 1999, the Company had authorized 50,000,000 shares of $.0001 par
value  common  stock  and had  6,000,000  shares  of  common  stock  issued  and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors.
None of the preferred stock was issued and outstanding as of November 30, 1999.


Note C - Income Taxes:

The Company has a net operating  loss carry forward of $6,000 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2019.

The amount recorded as deferred tax assets, cumulative as of November 30,1999 is
$1,000, which represents the amounts of tax benefits of loss carry-forwards. The
Company has  established  a valuation  allowance  for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.


Note D - Going Concern:

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to  a  going  concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred losses from its inception  through  November
30, 1999. It has not  established  revenues  sufficient to cover operating costs
and to allow it to  continue  as a going  concern.  Management  plans  currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going  concern.  In the event such  efforts are
unsuccessful,  contingent  plans have been  arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing  shareholders  have  expressed  an  interest in  additional  funding if
necessary to continue the Company as a going concern.














                                       F-7




<PAGE>



Item 2.           Management's Discussion and Analysis or Plan of Operation

         The Company is  considered  a  development  stage  company with limited
assets or capital,  and with no operations  or income since 1995.  The costs and
expenses  associated  with  the  preparation  and  filing  of this  registration
statement  and  other  operations  of  the  Company  have  been  paid  for  by a
shareholder,  specifically  John N. Marratt (see Item 4,  Security  Ownership of
Certain  Beneficial  Owners and  Management,  John N. Marratt is the controlling
shareholder).  Mr. Marratt has agreed to pay future costs associated with filing
future  reports under Exchange Act of 1934 if the Company is unable to do so. It
is  anticipated  that the Company will require only nominal  capital to maintain
the corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's  existing  shareholders  or its sole officer
and director in the immediate future.  Current shareholders have not agreed upon
the terms  and  conditions  of future  financing  and such  undertaking  will be
subject to future negotiations, except for the express commitment of Mr. Marratt
to fund  required 34 Act  filings.  Repayment  of any such  funding will also be
subject to such negotiations.  However, unless the Company is able to facilitate
an  acquisition  of or merger  with an  operating  business or is able to obtain
significant  outside financing,  there is substantial doubt about its ability to
continue as a going concern.

         In the  opinion of  management,  inflation  has not and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

          Management  plans may but do not  currently  provide  for  experts  to
secure a  successful  acquisition  or merger  partner so that it will be able to
continue  as a going  concern.  In the  event  such  efforts  are  unsuccessful,
contingent  plans have been arranged to provide that the current Director of the
Company  is to fund  required  future  filings  under the 34 Act,  and  existing
shareholders  have  expressed an interest in additional  funding if necessary to
continue the Company as a going concern.

Plan of Operation

         During the next twelve  months,  the Company will actively seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined  in Item 1 above.  Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue  expenses until such time as
a  successful  business  consolidation  can be made.  The Company  will not be a
condition  that the target company must repay funds advanced by its officers and
directors.  Management  intends  to hold  expenses  to a  minimum  and to obtain
services on a contingency basis when possible.  Further, the Company's directors
will defer any  compensation  until such time as an acquisition or merger can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. As of the date hereof,  the Company has not
made any  arrangements  or  definitive  agreements  to use  outside  advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital  most  likely the only  method  available  to the  Company  would be the
private  sale of its  securities.  Because  of the  nature of the  Company  as a
development  stage  company,  it is unlikely that it could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on terms acceptable to the Company.



<PAGE>



         The Company  does not intend to use any  employees,  with the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Year 2000 Compliance

         The Year 2000 issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent  the year,  may  recognize the date using 00 as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

         The Company did not experience a materially  negative impact during the
Year 2000 date  switchover  and it has  determined  that  there  will be minimal
impact if any to its business,  operations or financial  condition  since all of
the internal  software to be  developed  and utilized by the Company will be and
has been upgraded to support Year 2000 versions.

         There can be no assurance, however, that the systems of other companies
on which the Company's systems may have to rely also will be timely converted or
that any such  failure to convert by another  company  would not have an adverse
affect on the  Company's  systems.  Currently the Company does not rely on other
systems  that might have an adverse  affect on any Company  systems and does not
anticipate any such reliance in the near future.

Forward-Looking Statements

         This Form  10-QSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition  candidates,  expansion and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.





<PAGE>



PART II

Item 1. Legal Proceedings.

         The Company knows of no legal  proceedings to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.           Changes in Securities and Use of Proceeds

         None

Item 3.           Defaults in Senior Securities

         None

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

         No matter was submitted  during the quarter  ending  November 30, 1999,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.           Other Information

         None

Item 6.           Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
         S-B, as described in the following index of exhibits,  are incorporated
         herein by reference, as follows:

Exhibit No.       Description
-------------     ---------------------------

3(i).1            Articles of Incorporation filed September 9, 1994

3(i).2            Articles of Amendment filed October 1, 1999

3(ii).1           By-laws

27       *        Financial Data Schedule

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

*    Filed herewith



<PAGE>


                                   Signatures
                                   ----------

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

                                            Alternate Achievements, Inc.
                                                     (Registrant)

Date:    January 14, 2000                   BY:  /s/ John N. Marratt
                                            -----------------------------
                                              John N. Marratt, President

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

Date                  Signature                        Title
------------          ---------------                  ----------
January 14, 2000      BY:/s/ John N. Marratt
                      -----------------------
                         John N. Marratt               President, Secretary,
                                                       Treasurer, Director