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     AMENDED QUARTERLY REPORT: WESTERN MOUNTAIN MINING (FIRST QUARTER 2001)

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (FEE REQUIRED) For the quarterly period ended March
     31st, 2001
[GRAPHIC OMITTED]

( )  TRANSITION REPORT  PERSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the transition period from               to

     Commission  File  Number:   000-28525
                                 ---------

                          WESTERN MOUNTAIN MINING, INC.

               (Exact name of Registrant as specified in charter)

          NEVADA                                          87-0640430
(State or other jurisdiction of incorporation)    (I.R.S.  EMPLOYER  ID  NO.)

C/O 4700 South 900 East
Suite 41B Salt Lake City UT 84117-4959 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)

                                 (800) 870-1654
                         (REGISTRANT'S TELEPHONE NUMBER)

     Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by section 13 or 15(d) of the Exchange Act during the
preceeding 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.

          (1) Yes [x]  No [ ]            (2) Yes [x]  No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date

         Class                          Outstanding as of March 31st, 2001
        -------                         ----------------------------------

        Common stock, $0.001                    540,000

                              NOTICE TO THE READER

     THE  CONTENTS  OF THIS  10-QSBA,  IN ITS  ENTIRETY,  REMAIN THE SAME AS THE
ORIGINAL  10QSB  FILED  ON  05/11/2001   EXCEPT  FOR  THE  CORPORATE   SIGNATORY
ERRONEOUSLY FILED UNDER AN INCORRECT NAME.

                         PART 1 - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

     The accompanying balance sheets of Western Mountain Mining, Inc.
(development stage company) at March 31st, 2001 and December 31, 2000 have been
reviewed by the Company's Certified Public Accountant, Andersen, Andersen and
Strong, and are a fair presentation of the results of operations and financial
position of Western Mountain Mining, Inc.

     The Reader is kindly reminded that operating results for the quarter ended
March 31, 2001 are not necessarily indicative of the results that can be
expected for the year ending December 31, 2001.

                          WESTERN MOUNTAIN MINING, INC.
                           (Development Stage Company)
                                 BALANCE SHEETS
                      March 31, 2001, and December 31, 2000
                      -------------------------------------

                                        APR 30          DEC 31
                                        2001            2000
                                        ------          ------

ASSETS

CURRENT ASSETS

        Cash                            $ -             $ -
                                        ------          ------
        Total Current Assets            $ -             $ -
                                        ======          ======

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES

        Accounts Payable                $1,700          $1,700
                                        ------          ------
        Total Current Liabilities       $1,700          $1,700
                                        ======          ======

STOCKHOLDERS' EQUITY

        Common Stock
        100,000,000 shares authorized
        at $0.001 par value; 540,000
        shares issued and outstanding     540            540

        Capital in excess of par value    51,835         51,835

        Deficit accumulated during the   (54,075)        (54,075)
        Development Stage

        Total Stockholders' Equity
        (deficiency)                     (1,700)         (1,700)
                                        ------          -------
                                        $ -             $ -
                                        ======          ======

   The accompanying notes are an integral part of these financial statements

     WESTERN MOUNTAIN MINING, INC. (Development Stage Company) STATEMENTS OF
         OPERATIONS For the Three Months Ended March 31, 2001 and 2000
     and the Period December 11, 1980 (Date of Inception) to March 31, 2001

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

                MAR 31          MAR 31          DEC 11, 1980 (Date of Inception)
                2001            2000            to MAR 31, 2001
                ------          ------          --------------------------------

REVENUES        $ -             $ -             $ -

EXPENSES        $ -             $               $54,075
                ------          ------          ---------

NET LOSS        $ -             $               $(54,075)
                ------          ------          ---------

NET LOSS PER
COMMON SHARE

        Basic   $ -             $ -
                ------          ------

AVERAGE
OUTSTANDING
SHARES

        Basic   540,000         540,000
                -------         -------

   The accompanying notes are an integral part of these financial statements

                          WESTERN MOUNTAIN MINING, INC.
                           (Development Stage Company)
               STATEMENTS OF CASH FLOWS For the Three Months Ended

March
31, 2001 and 2000 and the Period December 11, 1980 (Date of Inception) to March
31, 2001

        ----------------------------------------------------------------
                MAR 31          MAR 31        DEC 11, 1980 (Date of Inception)
                2001            2000          to MAR 31, 2001
                ------          ------        --------------------------------
OPERATING
ACTIVITIES

Net Loss        $ -             $ -           $(54.075)

Change in       $1,700
Accounts
Payable

Contributions   $4,375
to capital
expenses

Net cash used   $ -             $ -           $(48,000)
in operations

CASH FLOWS:
INVESTING
ACTIVITIES      $ -             $ -           $ -

CASH FLOWS:     $ -             $ -           $(48,000)
FINANCING
ACTIVITIES

Common stock    $ -             $ -           $(48,000)

Net Increase
(Decrease) in
Cash            $ -             $ -           $ -
                ------          ------        ------

Cash: Period
Begin           $ -
                ------

Cash: Period
End             $ -
                ======

   The accompanying notes are an integral part of these financial statements

                          WESTERN MOUNTAIN MINING, INC.
                           (Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

1.     ORGANIZATION

     The  Company  was  incorporated  under  the laws of the  State of Nevada on
December 11, 1980 with authorized common stock of 1,000,000 shares with at a par
value of $1.00  under the name of  "Henson  Realty,  Inc." On July 30,  1999 the
authorized capital stock was increased to 100,000,000 shares with a par value of
$0.001 in connection with a name change to "Western Mountain Mining, Inc."

     On July 30, 1999 the Company  completed a forward  common stock split of 50
shares for each  outstanding  share.  This report has been prepared  using a par
value of $0.001 from inception.

     The  Company  is in the  development  stage  and has  been  engaged  in the
activity of seeking  developmental  mining  properties and became inactive after
1995.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
- ------------------

     The Company  recognizes  income and expenses based on the accrual method of
accounting.

Dividend  Policy
- ------------------

     The Company has not yet adopted a policy regarding payment of dividends.

Income  Taxes
- ------------------

     On December 31, 1998 the Company had a net operating  loss carry forward of
$40,000.  The tax benefit from the loss carry forward has been fully offset by a
valuation  reserve because the use of the future tax benefit is  underterminable
since the Company has no operations. The net operating loss will expire starting
in 2009 through 2022.

Basic and Diluted Net Income (Loss) Per Share
- ---------------------------------------------

     Basic  net  income  (loss)  per share  amounts  are  computed  based on the
weighted  average  number of shares  actually  outstanding.  Diluted  net income
(loss) per share  amounts are  computed  using the  weighted  average  number of
common shares and common  equivalent  shares  outstanding  as if shares had been
issued on the exercise of the preferred share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the report.

Comprehensive Income
- ------------------

     The Company adopted  Statement of Financial  Accounting  Standards No. 130.
The adoption of this standard had no impact on the stockholder's equity.

Recent Accounting Pronouncements
- ------------------

     The Company does not expect that the  adoption of other  recent  accounting
pronouncements will have a material impact on its financial statements.

     Financial   Instruments  -  ------------------   The  carrying  amounts  of
financial  instruments  are considered by management to be their  estimated fair
values.  These  values are not  necessarily  indicitive  of the amounts that the
Company could realize in a current market exchange.

                          WESTERN MOUNTAIN MINING, INC.
                          ( A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -------------------------------------------

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Estimates  and  Assumptions
- ------------------

     Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

3.  RELATED  PARTY  TRANSACTIONS

     Ralated  parties  own 8% of the  outstanding  common  capital  stock of the
Company.

4.  GOING  CONCERN

     The Company will need  additional  working  capital to be successful in its
planned operations.

     Continuation  of the Company as a going concern is dependent upon obtaining
sufficient  working  capital and the  management  of the Company has developed a
strategy,  which it believes  will  accomplish  this  objective  through  equity
funding,  and long term  financing,  which will enable the Company to operate in
the coming year.

     There  can be no  assurance  that the  Company  can be  successful  in this
effort.

ITEM 2. PLAN OF OPERATIONS
--------------------------

     The Company's  management  intends to acquire interests in various business
opportunities which, in the opinion of management,  will provide a profit to the
Company but does not have the working capital to be successful in this effort.

     Continuation  of the Company as a going concern is dependent upon obtaining
the working  capital for its planned  activity and the management of the Company
has  developed a  strategy,  which they  believe  can obtain the needed  working
capital through  additional  equity funding and long term debt which will enable
the Company to pursue its objective.

Liquidity and Capital Resources
-------------------------------

     The Company  will need  additional  working  capital to finance its planned
activity.

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

     The Company has had no operations during this reporting period.

PART 2 - SIGNATURES
-------------------
     Pursuant to the requirements 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.

                              WESTERN MOUNTAIN MINING, INC.
                              (REGISTRANT)

                               /s/ Christine Blakely
                          BY: -------------------------
                               CHRISTINE BLAKELY, ITS
                               PRESIDENT  AND  DIRECTOR

DATED:  9TH DAY OF MAY, 2001

                     Opinion: Tradeability of Common Shares
                     --------------------------------------

                                 JAMES N. BARBER
                                 Attorney at Law
                            Suite 100, Bank One Tower
                                50 West Broadway
                            Salt Lake City, UT 84101

Telephone: (801) 364-6500 or Fax: (801) 364-3406
           (801) 532-3535    E-Mail: Barberjn@aol.com

March 28, 2001

Board of Directors
Western Mountain Mining, Inc.
5621 S. Magic Isle Lane
Murray, UT 84107

       Re: Tradeability of Common Shares of Western Mountain Mining, Inc.

Dear Members of the Board:

     By  letter  dated  March  12,  2001 you have  requested  that I review  the
corporate  records of Western Mountain Mining,  Inc.  (hereafter  "Western") and
issue an  opinion  as to  whether  there is any basis on which a trading  market
could be  established  in which the  holders of the 540,000  outstanding  common
shares  of the  corporation  would be  permitted  to sell all or any part of the
Western shares  registered to them without  registration of the shares under the
Securities Act of 1933, as amended (the "Act"). In order to address this issue I
have  reviewed a bound  folder of  corporate  documents  containing  Articles of
Incorporation,  minutes,  Certificate of Good Standing,  information regarding a
mining  property  which  has been  held by the  corporation,  audited  financial
statement  for the calendar  years ended  December  31, 1998 and 1997,  and stub
financial  statements for the period ending August 31, 1999. You have advised me
that audited  statements  for the fiscal years ended  December 31, 1999 and 2000
are currently being prepared. I have also reviewed other miscellaneous documents
which I view, when taken together with those  specifically  described,  as being
adequate to provide a factual bases for the opinions stated herein.  As a result
of this review, I have arrived at the following factual conclusions.

     1. On April 16, 1999,  Western was a Nevada  corporation  in good  standing
which was  originally  organized  on December  11, 1980 as Henson  Realty,  Inc.
According to its audited financial  statements Western is authorized to issue up
to 1,000,000  common shares of One Mil ($.001) par value.  The  corporation  was
involuntarily  dissolved on September 1, 1985 but was duly  reinstated  on April
12,  1989 on the  strength of an  Affidavit  of  Reinstatement  filed by Richard
Henson on April 11, 1989. From inception through April 4, 1989,  Richard Henson,
President, Bernice Henson, Vice President and Robin Henson,  Secretary/Treasurer
served  as the  directors  of the  corporation.  On  April 4,  1989 Kim  Kuhlman
replaced Robin Henson as  Secretary/Treasurer  and director. On December 8, 1992
the constituted  slate of officers and directors  resigned having first electing
Daniel    Vandenberg   as   President    and   director,    Susan   Johnson   as
Secretary/Treasurer  and  director,  and Jennifer  Williams as a director of the
corporation.

     2. On February 26, 1993,  the Board of Henson  which had  apparently,  from
inception, been in the real estate business, agreed to consider involving itself
in a mining  development  in the Chase  Mining  District  of White Pine  County,
Nevada.  On April 19,  1993 the Board  hired Jack Turner for a fee of $10,000 to
evaluate  the  project.  Between June 23, 1993 and January 18, 1994, a period of
approximately seven months, the Board adopted a series of resolutions  approving
the sale of common shares of the Company,  still named Henson  Realty,  Inc., to
fund  preparations to engage in developing the White Pine County mineral leases.
The sales were as follows:

Date     Purchaser           No. Shares       Cash Consideration
6/23/93  Michael Davis        700             $ 2,800
9/27/93  Ben Mecham           450               1,800
         Keith Patterson      450               1,800
1/18/94  James N. Grayson     900               3,600
                             2500             $10,000

     On May 27, 1994 the Board  approved the issuance of shares to the directors
of the corporation in exchange for services rendered by them, as follows:

Date     Purchaser           No. Shares       Consideration
5/27/94  Daniel VandenBerg   300              Services
         Susan Johnson       100              Services
         Jennifer Williams   100              Services
                             500

     On June 23, 1994 the Board gave further consideration to the mining project
and  determined  to  obtain a  geological  survey of the  property  at a cost of
$28,000. Thereafter, resolutions were adopted approving the following additional
sales of common shares.

Date     Purchaser           No. Shares       Cash Consideration
7/29/94  Paul Butler         2000             $ 8,000
         Larry McNeil        1000               4,000
         Paul Lassig          500               2,000
11/18/94 Doug Arnold         2300               9,200
         Marie Arnold         800               3,200
         Ruth Dissel          400               1,600
                             7000             $28,000

     On February 8, 1995,  having  received and reviewed the geological  report,
the Board adopted a resolution to abandon the White Pine County mining project.

     3. On April 28, 1999 the Board of Directors  including  Daniel  VandenBerg,
Susan Johnson and Jennifer  Williams resigned and appointed Russell Noerring and
Christine  Blakely as directors of the  Corporation.  At this  meeting,  Russell
Noerring was elected  President of the  corporation  and  Christine  Blakely was
elected Secretary/Treasurer.

     4.  Documents in my file reflect that between  October of 1994 and November
of 1995,  approximately  eight of the company's  stockholders gifted shares to a
total of sixteen persons  raising the total number of stockholders  from fifteen
to thirty-one.

     5. At a meeting of the Board on June 2, 1999 the  Directors  discussed  the
fact that the  corporation was not in good standing with the State of Nevada and
that money was needed to pay counsel,  engage an auditor and  discharge the fees
necessary  to reinstate  the Company.  No  authorized  but unissued  shares were
available to raise the required funds with the result that the Board  authorized
the call of a special  meeting  of  stockholders  to adopt an  amendment  to the
Articles  of  Incorporation  to  increase  the number of  authorized  shares and
otherwise address the business needs of the corporation.

     6. On July 27, 1999 a special meeting of stockholders  was convened in Salt
Lake City, Utah at which a slate of resolutions  were adopted by the affirmative
vote of 7,650  (constituting 100% of the shares present at the meeting in person
or by proxy) and a majority of the 10,000 outstanding shares of the corporation.
The slate included resolutions:

     a. Electing Russell Noerring and Christine Blakely as the directors;

     b. Amending the Articles of  Incorporation  to (i) increase the  authorized
capital to 100,000,000  common shares of One Mil ($.001) par value,  (ii) remove
any preemptive and cumulative voting rights of stockholders,  (iii) increase the
number of  directors to not less than one nor more than nine,  (iv)  incorporate
NRS 78.140  regarding  contracts  with directors and officers into the articles,
(v)  indemnify  the officers and directors  from certain  liabilities,  and (vi)
provide  that the  corporation  shall not be  governed  by NRS  sections  78.378
through 78.3793 and Section 78.411 and to require a super-majority of 95% of the
outstanding shares to repeal or amend that provision.

     c. Forward splitting the 10,000 common shares of the corporation fifty (50)
shares for one (1) share, thus increasing to 500,000 the number of common shares
outstanding.

     7. On August 2, 1999 the Board  adopted a resolution  to sell 40,000 common
shares of the corporation to Russell Noerring and Christine Blakely to discharge
the costs and fees  discussed in paragraph  four,  above.  Shares were issued as
follows:

Date     Purchaser           No. Shares       Cash Consideration
8/2/99   Russell Noerring    20,000           $ 5,000
8/2/99   Christine Blakely   20,000             5,000
                             40,000           $10,000

     8. The present list of stockholders  indicates that the 540,000 outstanding
common shares of Western are  presently  held by forty (40)  registered  owners.
While records I have examined  disclose the nature of the  transactions in which
at least  thirty-one of these people  acquired their shares,  those documents do
not reflect the transfers which resulted in the additional stockholders.

     9. None of the  outstanding  common shares of Western have been  registered
under the  Securities  Act of 1933,  as amended (the "Act").  The minutes do not
reflect  that the Board of  Directors  relied  on any  particular  exemption  in
issuing the company's outstanding shares without registration.  However, minutes
of the  meetings  of the  Board  of  Directors  indicate  that  all the  fifteen
purchasers of shares directly from the Company were present at meetings at which
the  status of the  Company  and the  purposes  to which the money they paid for
shares was to be devoted were  discussed at length.  It is my opinion that given
the state of the first  level  purchasers'  knowledge  about the  affairs of the
issuer  and the  amounts  they  invested,  they  should  be  deemed to have been
sophisticated  investors  when they bought their shares and that in light of the
number of  purchasers,  the  transactions  in which they  purchased the original
10,000  shares  issued by  Western  constituted  transactions  by an issuer  not
involving  any  public  offering  which  were  exempt  from  registration  under
[paragraph] 4(2) of the Act. As a result, the shares are "restricted securities"
under the definition found in paragraph (a)((3)(1) of SEC Rule 144 under the Act
(17 C.F.R. [paragraph] 230.144(a)(3)(i)). Most of the stockholders at the second
level of  distribution  acquired  their shares as gifts,  that is; in a chain of
transactions  not  involving  any  public  offering.  As a  result,  the  shares
transferred  to them  maintain  their status as  restricted  securities in their
hands.

     The question you have asked me to address is whether any of the outstanding
shares of Western are entitled to be publicly traded without  registration under
the Act. I apologize in advance for the complexity of my reply.

     1. By its  terms,  Section  4(1) of the Act and  Rule  144  thereunder  are
available  to  permit  sale  of  the  outstanding   shares  of  Western  without
registration  under  the  Act.  It is my  opinion  that the  holders  of all the
outstanding  common  shares of Western  Mountain  Mining,  Inc.  are entitled to
resell all or any part of the shares  registered to them,  without  registration
under the  Securities  Act of 1933, in reliance on  [paragraph]  4(1) of the Act
which  exempts  "transactions  by persons other than  issuers,  underwriters  or
dealers" from the registration  requirements of [paragraph] 5 of the Act, and on
Rule 144  promulgated  under the Act (17 C.F.R.  [paragraph]  230.144).  In some
cases,  reliance  on  this  exemption  will  require  compliance  with  all  the
conditions which are hereinafter described.

     This  opinion is based on Paragraph  (b) of SEC Rule 144 which  provides as
follows:

     (b)  Conditions  to be  Met.  Any  affiliate  or  other  person  who  sells
restricted  securities of an issuer for his own account, or any person who sells
restricted or any other securities for the account of an affiliate of the issuer
of such securities,  shall be deemed not to be engaged in a distribution of such
securities and therefore not to be an underwriter  thereof within the meaning of
Section  2(11)  of the  Act if all of the  conditions  of  this  rule  are  met.
(Emphasis added.)

     The last  phrase of this  provision  requires  persons  selling  securities
without  registration  in reliance on Rule 144 to meet all the conditions of the
Rule. Rule 144 provides two separate  circumstances under which stockholders may
rely on its provisions. Where the stockholder, whether or not he is an affiliate
of the issuer,  has held the shares for one year,  but less than two years,  the
Rule may only be relied upon if a series of conditions have been met,  including
requirements,  found in the following  lettered  paragraphs  of the Rule;  (c) a
requirement  that there by adequate  current  information  regarding  the issuer
publicly available, (e) limitations on the amount of securities that can be sold
in reliance on the Rule,  (f) a condition that the shares be sold only in normal
brokers'  transactions,  (h) and (i) that the seller  file a notice of sale with
the  Commission  on Form 144,  and have the bona fide  intention  of selling all
shares reported on Form 144. However, the following language of paragraph (k) of
Rule 144  terminates  all of these  conditions in some cases under the following
language:

     (k) Termination of certain  restrictions on sales of restricted  securities
by persons other than  affiliates.  The requirements of paragraphs (c), (e), (f)
and (h) of this section  shall not apply to restricted  securities  sold for the
account  of a person  who is not an  affiliate  of the issuer at the time of the
sale and has not been an affiliate during the preceding three months, provided a
period  of at least  two  years  has  elapsed  since  the  later of the date the
securities were acquired from the issuer or from an affiliate of the issuer. The
two year period  shall be  calculated  as  described  in  paragraph  (d) of this
section.

     In this case, the  securities  purchased by the  stockholders  named above,
except those purchased by stockholders  Russell  Noerring and Christine  Blakely
who acquired their shares on August 2, 1999, and excluding those who were gifted
shares, were acquired directly from the issuer. All these shares were subscribed
and fully paid for by the  purchasers at the first level of  distribution  on or
prior to November of 1995. The  stockholders who acquired by gift received their
shares  before  September 1, 1995. As a result,  all the Western  shares held by
stockholders other than Nehring and Blakely were acquired directly or indirectly
from the issuer more than two years ago.  There is nothing of record to indicate
that either by the percentage of shares they own, or any other  relationship any
of them have to the company,  any of these  registered  owners of Western shares
are. Or have been for more than ninety  days,  affiliates  of the issuer as that
phrase is defined by paragraph (a)(1) of Rule 144.

     As a result of the foregoing, it is my opinion that all of the stockholders
of Western,  except Russell Noerring and Christine  Blakely,  may sell, trade or
otherwise  dispose of all or any part of the Western  shares  they hold  without
registration  under the Act, without  complying with any of the conditions found
in  paragraphs  (c),  (e), (f) or (h) of Rule 144, in reliance on the  exemption
from  registration  provided by [paragraph] 4(1) of the Act and paragraph (k) of
Rule 144 promulgated  thereunder.  Because they have established holding periods
of more than one year in their  shares,  stockholders  Noerring  and Blakely may
sell limited  quantities of their shares in reliance on Rule 144 and [paragraph]
4(1) so long as they  meet  all of the  conditions  specified  in the  foregoing
paragraphs  of Rule 144, and may rely on paragraph  (k) of the Rule three months
after they have  resigned  their  positions  as officers  and  directors  of the
company so long as no other facts exist which would  render them  affiliates  of
the company.

     2. The position of the  Securities  and Exchange  Commission  and the NASD.
Despite the clear language of Rule 144 quoted above, the Securities and Exchange
Commission  and the National  Association  of Securities  Dealers and its NASDAQ
Market System have taken the position that at least under certain circumstances,
neither  [paragraph]  4(1) of the Act nor Rule 144 is available to exempt resale
of securities in what are termed "blank check" companies,  without registration.
In recent cases with which I am familiar,  these  positions have resulted in the
following practical  consequences for the issuers.  First, in issuing no comment
letters on filings of such companies under the Securities  Exchange Act of 1934,
specifically,  Forms  10-SB12G,  the staff of the SEC has included the following
language:

     "Other:  We direct your  attention to the letter of January 21, 2000 to Mr.
Ken Worm,  Assistant Director,  OTC Compliance Unit, NASD Regulation,  Inc. This
letter  indicates our view that the  securities  issued by a blank check company
cannot be resold under Rule 144 but must be registered  under the Securities Act
of 1933."

     Similarly,  in some cases the NASD has required  undertakings  from issuers
that  they  will not  transfer  certain  outstanding  shares  under  Rule 144 or
[paragraph]  4(1) as a condition to granting  leave to trade their shares on the
NASD Electronic Bulletin Board or other markets conducted by the NASD.

     The January 21, 2000 letter referred to in the paragraph quoted above was
issued by Richard K. Wulff, Chief of the SEC's Office of Small Business, in
response to a written inquiry dated November 1, 1999 from Ken Worm of the NASD.
In that letter, Mr. Worm outlined seven factual scenarios in which the NASD
     sough  guidance  as to whether  potential  violations  of the  registration
provisions of  [paragraph] 5 of the  Securities  Act of 1933 might be occasioned
either by the
initial distributions of securities of blank check companies or the resale of
such securities in the aftermarket. In his response, Mr. Wulff characterized
these factual scenarios as follows:

     Each of your  scenarios  suggests the  availability  of Rule 144 or Section
4(1) of the  Securities Act following the lapse of some period of time following
the issuance of shares in the blank check company regardless of whether a merger
has occurred.  In a number of cases,  promoters of these issuers appear to be in
the  business of creating  blank check  companies,  then  gifting or selling the
securities of the companies  without  registration,  either  directly or through
intermediaries.

     The first three Worm scenarios all feature  circumstances where the issuer,
either itself or through an affiliated stockholder, gifts nominal amounts of its
shares (together  constituting  less than 10% of the "float") in reliance on the
[paragraph]  4(2)  exemption  to between 20 and 50  individuals.  A broker  then
submits a Form 211 to the NASD  seeking  trading  authority  citing  the  gifted
shares  as the only  free-trading  shares of the  issuer.  The Form 211 does not
reflect  whether or not the gift  recipients are  sophisticated  investors.  The
fourth  and  fifth  scenarios  involve  circumstances  in  which  less  than  10
shareholders  control all, or at least more than 90% of the free-trading  shares
of the issuer and, in the latter case,  remaining 10% are widely dispersed among
50 or more  individuals.  The  submitting  broker  indicates  that resale of the
concentrated free-trading shares will not constitute a distribution because they
expect the market to develop  slowly and, in the latter case,  because the total
number of free-trading  shares is determinative  of the distribution  issue. The
sixth  scenario  relates  to a case  where an  issuer  sells  shares to a second
company  under  common  control  with the issuer  under Rule 701 after which the
issuer files a Form 10. Three months later the recipient of the 701 shares sells
them through a broker to a number of stockholders.  A second broker then files a
Form 211 citing the 701 shares as the only  free-trading  shares of the  issuer.
The seventh  scenario is that a reporting  shell  company  merges with a private
corporation.  More  than  three  months  after  he is out of  control,  a  prior
controlling stockholder of the reporting shell sells his shares through a broker
in  reliance  on  paragraph  (k) of Rule 144. A second  broker  files a Form 211
citing the prior  control block as the only  free-trading  shares of the issuer.
Common to the last two  scenarios is reliance on exemptive  provisions to create
the entire free-trading float of the issuer"s shares without registration.

     After brief legal analysis which will be discussed  below, Mr. Wulff states
this conclusion:

     It is our view that,  both  before and after the  business  combination  or
transaction  with  an  operating  entity  or  other  person,  the  promoters  or
affiliates  of  blank  check  companies,  as  well  as  their  transferees,  are
"underwriters" of the securities  issued.  Accordingly,  we are also of the view
that the securities  involved can only be resold through  registration under the
Securities  act.  Similarly,   Rule  144  would  not  be  available  for  resale
transactions  in this  situation,  regardless of technical  compliance with that
rule, because these resale  transactions  appear to be designed to distribute or
redistribute  securities to the public without  compliance with the registration
requirements of the Securities Act.

     To me, there are two notable  aspects of the position  the  Commission  has
taken.  First is that  while in  paragraph  two of his  letter  Wulff  cites the
Commission"s  position that blank check  companies are common vehicles for fraud
and market  manipulation  as one of the  reasons for the  position he takes,  he
proceeds on page two of his letter to extend its  application  to issuers  which
may  previously  have been inactive but no longer fit the definition of a "blank
check"  company  by  reason  of  having  effected  a  "business  combination  or
transaction with an operating entity with a specific  business plan.  Second, in
the above quoted position the staff has taken in response to Form 10 filings, it
seems to have ignored the seven  scenarios on which Wulff's opinion is based and
applied his position to all "blank check" companies,  presumably including those
that are  actually no longer  within the  definition  of the term.  The scope of
Wulff's opinion seems to be growing.

     3. My Response to the Wulff  Letter of January 21,  2000.  First,  it is my
opinion that the Wulff letter does not, by its terms,  apply to the  outstanding
shares or shareholders of Western. This opinion is based on two propositions.

     1. Insofar as Wulff's  opinion is based on his allegation that "In a number
of cases,  promoters of these  issuers  appear to be in the business of creating
blank check  companies,  then gifting or selling the securities of the companies
without  registration,  either  directly  or through  intermediaries,"  it is my
opinion  that  this  circumstance  does not  apply  to  Western,  its  officers,
directors or promoters.  The officers and directors who approved sale of most of
the issuer's outstanding shares in 1993 and 1994 remain involved with the issuer
except as minority  stockholders  holding a total of 15,000 shares.  Only one of
them gifted any shares of the issuer,  i.e.,  200 shares to two people.  When it
was created,  Henson Realty,  Inc. was not a "blank check" company,  that is, "a
development stage company that either ha[d] no specific business plan or purpose
or ha[d]  indicated  that its  business  purpose  was to  engage  in a merger or
acquisition with an unidentified company or companies, or other entity or person
 . . .".  It was in the  real  estate  business.  When  it sold  the  bulk of its
outstanding  shares, it did so to evaluate a well-documented  mining prospect in
White Pine County,  Nevada. The company only became inactive in February of 1995
and did not take actions until July of 1999 to make itself more attractive in to
new  business  opportunities.  Significantly,  the  gifting  of shares  with the
apparent purpose of increasing the company's stockholders' base occurred in 1994
and 1995 when officers  other than those who hold office now were  governing the
affairs of the company.

     2. Western does not strictly fit into any of the seven factual scenarios to
which Wulff's  letter is addressed.  In Western's  case,  500,000 of its 540,000
outstanding  shares were sold to thirteen people between 1994 and 1994. There is
no substantial  concentration  of shares in any particular  stockholder or small
group. The shares are widely  disbursed among the company's forty  stockholders.
The  largest  of these  stockholders  owns  less than ten  percent  (10%) of the
outstanding  stock of the  company.  The gifting of shares which  increased  the
issuer's  stockholder base occurred long before current  management had anything
to do with the Company. Furthermore, the gifting of shares was not the dispersal
of minimal  numbers of shares to  facilitate  the sale of a huge block of shares
held by promoters  into the market.  The gifted  shares,  along with those still
held by those  who gave  them,  constitute  92.6%  of the  issuer's  outstanding
shares.  Worm's first three scenarios do not apply to Western. The concentration
of  large  numbers  of  purportedly   free  trading  shares  in  less  than  ten
stockholders  that is featured in Worm's  fourth and fifth  scenarios  is absent
here with the result  that it is my  opinion  that  neither  of those  scenarios
obtain in this case. The sixth and seventh scenarios are clearly inapplicable by
their terms.

     It is my opinion  that on the facts,  Western is not within the coverage of
the Wulff letter.

     Second, I believe the legal reasoning and support cited for the Wulff
     opinion are both defective.  My opinion that  [paragraph] 4(1) and rule 144
is available to these stockholders is based, first and foremost, on the literal
language of paragraph (b) of Rule 144 which is quoted and highlighted above,
particularly the language which states, to repeat it again in essence:

     "[a] person who sells . . .  securities  of an issuer . . . shall be deemed
not to be engaged in a distribution  of such  securities and therefore not to be
an underwriter  thereof within the meaning of Section 2(11) of the Act if all of
the conditions of this rule are met."

     As I indicated above,  this language is mandatory.  It is also universal in
application  because  the right to rely on Rule 144 is  granted to any holder of
restricted or control securities,  irrespective of whether the issuer is a blank
check  company,  the percentage of ownership of the persons who may seek to rely
on the rule,  whether the issuer is otherwise publicly held, or any of the other
factors  cited  in the  Wulff  opinion  so  long as the  stockholder  completely
complies with the conditions set forth in the Rule.

     The quoted  language of Rule 144 has often been referred to by commentators
and others as providing "safe harbor" for reliance on its  provisions,  that is:
persons who resell  securities after fully complying with the Rule are deemed to
be completely  protected from allegations that their sales have been effected in
violation of the  registration  provisions  of  [paragraph]  5 of the Act.  This
premise is based on the  proposition  that  [paragraph]  4(1) of the Act exempts
from  registration  transactions by persons other than issuers,  underwriters or
dealers.  Since  stockholders  are  rarely  issuers or  dealers,  the only issue
necessary  to be  resolved  to  insure  that  they are  entitled  to rely on the
[paragraph]  4(a) the  exemption  is whether they are  "underwriters"  under the
definition found in [paragraph]  2(11) of the Act. As written,  paragraph (b) of
Rule 144 clearly states that  stockholders  who comply with all the requirements
of the Rule  "shall  be  deemed  not to be  engaged  in a  distribution  of such
securities and therefore not to be an underwriter  thereof within the meaning of
Section  2(11) of the Act if all of the  conditions  of this rule are met." Such
compliance  therefore  assures  their  right  to  rely on the  [paragraph]  4(1)
exemption in reselling their securities without  registration.  In commenting on
this provision of Rule 144, Dan L. Goldwasser makes the following observation: 1

                         5.02 nature of the presumption

     "The  Budge  version  of the  Rule  was  cast in the  form of a  rebuttable
presumption  that the seller would not be an  underwriter  if his sale  complied
with the provisions of the Rule.  This approach evoked cries of anguish from the
securities bar, which had hoped that the Rule would eliminate uncertainty rather
than foment it. As a result of the outcry, the Commission revised the wording of
the Rule to indicate that compliance  would offer the seller a safe harbor . . .
 ."

     However,  this  commentator  goes  on in  the  concluding  sentence  of the
foregoing paragraph to note:

     ". . . In the promulgating release, the Commission did, however, offer this
caveat:

     "In view of the objectives and policies  underlying the Act, the rule shall
not be available  to any  individual  or entity with respect to any  transaction
which, although in technical compliance with the provisions of the rule, is part
of a plan by such individual or entity to distribute or redistribute  securities
to the public. In such case, registration is required."

     Thus, what the Commission gave with its right hand by adopting Rule 144, it
appeared  to  reserve  the right to take  away at will with the left.  It is not
surprising  that the only authority  Richard Wulff cites for his conclusion that
neither  [paragraph]  4(1)  nor  Rule  144 are  available  to  exempt  sales  of
securities in blank check companies in certain  circumstances is the last quoted
language of Securities Act Release No. 5223 dated January 11, 1972 by which Rule
144 was adopted. He cites no more recent authority for his position; for indeed,
there appears to be little or none to cite.

     It is my opinion  that the  Commissions  reliance,  through  Wulff,  on the
negative caveat found in Release No. 5223 is somewhat contradictory on its face,
is  unjustified  by the  subsequent  history of Rule 144,  and is  fundamentally
unfair to investors.

     The caveat is contradictory on its face because the only reason any issuers
or stockholders ever rely on exemptions to sell or resell securities is to avoid
the  time  and  expense  of  registration.  In some  measure,  every  use of the
[paragraph] 4(1) exemption which is not completely  random is part of somebody's
plan to issue  or sell  securities  to the  public  which  are not  fettered  by
restrictions  barring or limiting  further sales.  And,  though the Staff of the
Commission has commented may times and in many contexts  regarding conduct which
has the  character  of defining a  "distribution"  as opposed to normal  trading
transactions,  it represented that it had specifically addressed those issues in
considering  and  adopting  the  conditions  contained in Rule 144 to define the
conditions with which  stockholders  must comply in order to be deemed not to be
engaged in a  distribution.  When the  Commission  adopted  the Rule,  there was
nothing to stop it from  imposing  other  conditions  which  might have  further
served to prevent distributive conduct from being committed in reliance on it.

     Second,  the  twenty-nine  years of  history  of Rule 144 does not  justify
Wulff's reliance on the caveat. Goldwasser observed that:

     "It would appear, based upon the first five years' experience under the
     Rule that a seller  can rest easy in the  expectation  that the  Commission
will not
lightly invoke its caveat to hold sellers in violation of the Act for sales made
in conformity with the Rule." 2

     Thus it is that nearly from the  beginning,  the SEC  basically  kept quiet
about its caveat and thereby  fostered the belief among  investors that Rule 144
was, in fact, a safe harbor for specified  conduct.  This pattered has continued
in at least two respects in the intervening years.  First, the Commission itself
has  repeatedly  used the phrase "safe  harbor" in  connection  with Rule 144 in
releases  related to its application and the application of related  exemptions.
See,  e.g.  Securities  Act  Release  no.  7390,  February  20,  1997  where the
Commission says:

     Rule 144  provides  an  objective  safe  harbor for  resales of  restricted
securities  and  control  securities.   Restricted   securities   generally  are
securities issued in private placements; control securities are securities owned
by affiliates of the issuer,  however acquired.  The rule provides that a person
complying with its terms and conditions will not be engaged in a distribution of
securities and, thus, not be an  'underwriter'  for purposes of the Section 4(1)
exemption from Securities Act registration for ordinary trading transactions.

     See also  Securities  Act Release No.  6862,  April 23, 1990 which uses the
phrase "safe harbor" in the adoption of related Rule 144A.

     Perhaps,  more importantly,  is the fact that though the caveat appeared in
the original  release  adopting Rule 144, it does not appear in the  Preliminary
Notes to the Rule itself as presently  published.  I have at least scanned every
Securities  Act Release under Rule 144 which has been released since January 11,
1972 and have found no  language  to explain  why the  Commission  took pains to
insert the caveat in the adoptive release but, somewhere along the line decided,
without comment,  to delete the caveat from the Preliminary Notes to the Rule as
they  now  appear.  What is  clear  is that by  removing  the  caveat  from  the
Preliminary  Notes, the Commission has permitted people to invest time and money
in small issuers  without telling them that the safe harbor language of the Rule
is, in essence, a lie, and that the Commission retains the right to deprive them
of the right to rely on it by administrative  interpretation any time it doesn't
like the results of such reliance.

     Third,  application  of the Wulff  letter to Western  and its  stockholders
would, in light of the foregoing history,  be patently unfair. On March 27, 1997
Western was apparently a corporation  with two  stockholders  whose business had
been  unproductive and which was being  involuntarily  dissolved by the State of
Nevada.  The company sold shares to twenty people to provide the money necessary
to keep Western alive.  Though they invested minimal  capital,  they undoubtedly
did so on the  assumption,  fostered by the SEC, that if and when they were in a
position to comply with the  requirements  of Rule 144, it would be available to
provide  safe  harbor  for  their  resale of the  shares  they  bought,  without
registration. There is nothing in the Rule about any caveat, or any warning that
the safe harbor would not be available if the issuer was a blank check  company,
if it had few stockholders,  if it had a large concentration of its free trading
shares in few hands, or if it featured any of the other factors common to Worm's
seven factual  scenarios.  The Rule as it was available to them,  was absolutely
clear.  They were  entitle to  purchase  stock in  reliance  on the SEC and now,
having done so, they find that the Commission deluded them and that each of them
will be required to fund a  registration  statement in order to sell  securities
years ago in the hope they may some day be worth something.

     I believe  the  Commission's  actions in adopting  the Wulff  opinion as an
operative interpretation of Rule 144 has Constitutional  implications in that it
imposes  limitations  on the property  interest of these  stockholders  in their
Western  shares by  restricting  their right to alienate them without  complying
with the registration  requirements of the Act (a requirement very likely beyond
the  capability  of  individual  stockholders),  in violation of the Due Process
Clause of the Fifth  Amendment to the United  States  Constitution.  As phrased,
Wulff's  opinion  would  also  operates  ex post  facto by  depriving  Western's
stockholders  of the  right,  clearly  granted  to  them  by  Rule  144  and its
Preliminary  Notes as published when they purchased their shares, to resell them
without registration. I also believe that due process implications are raised by
the fact that there is a process  available by which the Commission  could amend
Rule 144 to impose the changes effected by the Wulff opinion after  publication,
public comment and open debate of the proposed  changes.  Interpretive  opinions
have their place, but their use to exclude certain  stockholders  from the right
to rely on a Rule to which they are clearly  entitled by its  language is, in my
opinion, an unwarranted abuse of the interpretive process.

     Conclusion.  For the reasons  stated,  it is my opinion  that (1) the Wulff
opinion of January 21, 2000 does not, by its terms, suffice to exclude Western's
stockholders  from the right to rely on  [paragraph]  4(1) of the Securities Act
and Rule 144 thereunder in reselling their Western shares without  registration,
and (2), use by the  Commission  of the Wulff  opinion to  materially  limit the
availability of Rule 144 without the procedural protections afforded by the rule
making process is unwarranted.  Accordingly,  it is my opinion that having fully
complied with the  requirements of Rule 144,  Western's  stockholders  may sell,
trade or otherwise deal with their Western shares without registration under the
Act in reliance on [paragraph] 4(1) thereof and rule 144 thereunder.

     If you have questions or comments about the facts on which I have relied or
the opinions stated herein, Please advise.

                                                          Very truly yours,

                                                          /s/ JAMES N. BARBER
                                                          -------------------
                                                          James N. Barber

     1 A Guide  to  Rule  144,  Second  Edition,  No.  B1-1249,  Practising  Law
Institute, 1975, 1978, Pages 161,162.

     2 Id, at page 163.
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