U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended April 30, 2000
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                   -----------
                                     0-30499


                        CHIROPRACTIC 21 INTERNATIONAL, INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

          NEVADA                                             84-0911532
         --------                                           ------------

(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)


                 5525 SOUTH 900 EAST, SUITE 110 Salt Lake City,
                                   Utah 84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 262-8844


                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                                  -------------

          (Former Name or Former Address, if changed since last Report)


Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                      None
Securities Registered under Section 12(g) of the Exchange Act:  $.004 par value
                                                                common stock


     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 Company 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      No   X
               ---      ---                  ---      ---


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

     State Issuer's  revenues for its most recent fiscal year:  April 30, 2000 -
$0.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     July 15, 2000 - $3,072.  There are  approximately  768,208 shares of common
voting stock of the Company not held by  affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past five years,  the
Company has arbitrarily valued these shares at par value of $0.004 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable;


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                  July 15, 2000
                                    1,398,208

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

Chiropractic  21  International,  Inc.,  (the "Company") was organized under the
laws of the State of Nevada on July 1, 1970,  under the name  Instant Hot Water,
Inc.,  to conduct  any or all lawfull  business  for which  corporations  may be
organized.

On September 23, 1970, the Articles of  Incorporation  were amended to state the
following:  "The  authorized  capital  structure  of this  corporation  is Three
Hundred Thousand Dollars ($300,000). Pro-rata ownership of the corporation shall
be expressed as ownership of shares of common,  capital stock. All shares are of
the same class and have the same rights.  The  authorized  capital  structure of
this corporation shall be divided into 30,000,000 shares.  Thus,  creating a par
value for each share of $0.01."

On October 29,  1970,  the Articles of  Incorporation  were amended to state the
following amended article.  "To qualify as a director of this corporation,  each
member of the board of directors  must have at least ONE HUNDRED (100) shares of
the common  voting stock of this  corporation,  each director must keep at least
ONE HUNDRED (100) shares of the common voting stock of this corporation  while a
director.  Directors of this  corporation  need not be residents of the State of
Nevada, not citizens of the United States.

On October 6, 1972,  the  Articles of  Incorporation  were  amended to state the
following  amended  articles.  "The  name of the  corporation  shall be  Western
Medical  Industries,  Inc."  and  "The  authorized  capital  structure  of  this
corporation shall be divided into 15,000,000  shares,  1,000,000 shall be active
trading. No pre-emptive right to the stockholders are created,  and Article 9 of
the Articles of Incorporation still is applicable."

On  November  4,  1980,  the  Articles  of  Incorporation   were  amended,   tne
corporation's  name was  changed  from  Spudcohol  Industries,  Inc. to Ameracol
Technology, Inc.

On July 15,  1983,  the  Articles  of  Incorporation  were  amended to state the
following amended articles.  "The name and style of the corporation is and shall
be:  Chiropractic 21 International,  Inc.," furthermore "The aggregate number of
shares and the amount of the total  authorized  capital of the said  corporation
shall  consist  of  75,000,000  shares  of $.004  par value  common  stock  plus
10,000,000 shares of $.10 par value preferred stock in such series and with such
rights as may be determined by the Board of Directors.  All shares, when issued,
will be fully paid and non-assessable,  and the private property of stockholders
shall not be liable for corporate debts. See Part III, Item 1, of the Company's
Registration Statement on Form 10SB12G.

<PAGE>

     Material Changes in Control Since Inception and Related Business History.
     -------------------------------------------------------------------------

Business.
---------

     The Company was principally  involved in the developing and marketing of a
computer  based  management  and  practice  system for  chiropractic  physicians
including entering into joint ventures,  leases,  partnerships,  and acting as a
general partner in these ventures.  These  operations  proved to be unsuccessful
and ended over ten years ago.

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  property or  businesses  to acquire,  the Company has had no
material  business  operations  for over ten years.  The  Company  may begin the
search for the acquisition of assets,  property or business that may benefit the
Company and its  stockholders,  once the Board of Directors  sets  guidelines of
industries in which the Company may have an interest.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.

Risk Factors.
------------

     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven  venture,  and will include those types of risk factors outlined below.

     Extremely Limited Assets;  No Source of Revenue.  The Company has virtually
no  assets  and has had no  revenue  for over the past ten  years or to the date
hereof.  Nor will the  Company  receive  any  revenues  until  it  completes  an
acquisition,  reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired  business will produce any material  revenues for
the Company or its  stockholders  or that any such  business  will  operate on a
profitable  basis.  Although  management  intends to apply any  proceeds  it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
<PAGE>

     Absence of Substantive  Disclosure  Relating to  Prospective  Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may  acquire,  potential  investors  in the Company  will have  virtually  no
substantive  information  upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if  the  Company  had  already  identified  a  potential  acquisition  or if the
acquisition  target  had made an  offering  of its  securities  directly  to the
public.  The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.

     Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified  any particular  industry or business in which to
concentrate  its  acquisition  efforts.   Accordingly,   prospective   investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing in the  industry or business in which the Company may acquire.  To the
extent that the Company  may  acquire a business  in a high risk  industry,  the
Company will become subject to those risks. Similarly, if the Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, the Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

     Uncertain  Structure  of  Acquisition.  Management  has had no  preliminary
contact or discussions  regarding,  and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business.  Accordingly,
it is unclear whether such an acquisition  would take the form of an exchange of
capital stock, a merger or an asset acquisition.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     There has been no  "established  public  market" for the  Company's  common
stock during the last five years. At such time as the Company completes a merger
or acquisition  transaction,  if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any  trading  in  its  common  stock  will  most  likely  be  conducted  in  the
over-the-counter  market in the "pink  sheets" or the OTC Bulletin  Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section   240.15g-2  of  the   Securities   and  Exchange   Commission   require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing  any  shares  that are  deemed to be "penny  stock."  Moreover,  Reg.
Section   240.15g-9  of  the   Securities  and  Exchange   Commission   requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.
<PAGE>
Principal Products or Services and their Markets.
-------------------------------------------------

     None; not applicable

Competition.
------------

     None; not applicable

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

     None; not applicable

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------

     None; not applicable

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     None; not applicable

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than $25  million;  is a U.S. or  Canadian  issuer,  is not an
investment  company,  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer,  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding  securities  held by  non-affiliates)  of $25  million or more.  The
Company is deemed to be a "small business issuer."

     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities  Administrators  Association,  Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital markets.

Research and Development.
------------------------

     None; not applicable

Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------

     None; not applicable

Number of Employees.
-------------------

     None; not applicable


Item 2.  Description of Property.
         -----------------------

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its shareholder, Duane S. Jenson, and are currently provided
at no cost.  Because the Company has had no business,  its activities  have been
limited  to  keeping  itself  in good  standing  in the State of  Nevada.  These
activities  have  consumed  an  insignificant   amount  of  management's   time;
accordingly,  the costs to Mr.  Jenson of  providing  the use of his  office and
telephone have been minimal.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


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

     During the year ended April 30, 2000,  no matter was submitted to a vote of
the Company's securities holders, whether through the solicitation of proxies or
otherwise.
<PAGE>

                                     PART II

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

Market Information
------------------

     There  has been no  "public  market"  for  shares  of  common  stock of the
Company.  However,  the Company  intends to submit for quotations  regarding its
common stock on the OTC Bulletin Board of the National Association of Securities
Dealers  ("NASD");  however,  management  does not expect  any public  market to
develop unless and until the Company  completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's  common stock
will develop or be maintained.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 2038.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

     On  September  11,  1999,  the  Company  issued  13,789   unregistered  and
restricted  shares  to  Jenson  Services  in  consideration  of the  payment  of
$1,378.90  for audit  and other  corporate  expenses  incurred  on behalf of the
Company.

     On September  11,  1999,  the Company  issued  210,000  "unregistered"  and
"restricted"  shares to each of itS three current officers and directors,  for a
total  of  630,000  shares.  These  shares  were in  consideration  of  services
rendered.
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     The Company has not engaged in any material  operations or had any revenues
from  operations  during  the last  ten  fiscal  years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture. As of April 30, 2000, it had no cash or cash equivalents. If additional
funds are required during this period,  such funds may be advanced by management
or stockholders as loans to the Company.  Because the Company has not identified
any such venture as of the date of this Report,  it is impossible to predict the
amount of any such loan.  However,  any such loan should not exceed  $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any  negotiations  with any person  regarding  any
such venture.

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

     Other than restoring and maintaing its good corporate standing in the State
of Nevada,  compromising  and settling its debts and seeking the  acquisition of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders,  the Company has had no material  business  operations  in the two
most recent calendar years.

     At  April 30,  2000,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the period ended  April 30, 2000,  the Company had a net loss of
$6,326.  The Company  has  received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

     The Company has no cash or cash  equivalents  on hand. If additional  funds
are required,  such funds may be advanced by management or stockholders as loans
to the  Company.  Because the  Company has not  identified  any  acquisition  or
venture, it is impossible to predict the amount of any such loan.


Item 7.  Financial Statements.
         ---------------------

     Financial Statements for the years ended April 30, 2000 and 1999

          Independent Auditors' Report

          Balance Sheets - April 30, 2000

          Statements of Operations for the years ended
          April 30, 2000 and 1999

          Statements of Stockholders' Equity for the
          years ended April 30, 2000 and 1999

          Statements of Cash Flows for the years ended
          April 30, 2000 and 1999

          Notes to the Financial Statements

<PAGE>

                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                          [A Development Stage Company]
              Financial Statements and Independent Auditors' Report
                                 April 30, 2000
<PAGE>


                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                          [A Development Stage Company]
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                           Page

<S>                                                                                                                           <C>
Independent Auditors' Report                                                                                                  1

Balance Sheet -- April 30, 2000                                                                                               2

Statements of Operations for the years ended April 30, 2000 and 1999, and
for the period from Reactivation [December 15, 1998] through April 30,
2000                                                                                                                          3

Statements of Stockholders' Deficit for the years ended April 30, 2000 and
1999, and for the period from Reactivation [December 15, 1998] through
April 30, 2000                                                                                                                4

Statements of Cash Flows for the years ended April 30, 2000 and 1999, and
for the period from Reactivation [December 15, 1998] through April 30,                                                        5
2000

Notes to Financial Statements                                                                                              6 -- 8
</TABLE>
<PAGE>


                                  INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Chiropractic 21 International,  Inc.[a development stage company]


     We  have  audited  the  accompanying   balance  sheet  of  Chiropractic  21
International,  Inc. [a development stage company] as of April 30, 2000, and the
related statements of operations,  stockholders' deficit, and cash flows for the
years  ended  April 30,  2000 and 1999,  and for the  period  from  Reactivation
[December 15, 1998] through April 30, 2000.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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   Chiropractic  21
International,  Inc. [a development stage company] as of April 30, 2000, and the
results of  operations  and cash flows for the years  ended  April 30,  2000 and
1999, in conformity with generally accepted accounting principles.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
consolidated  financial  statements,  the  Company has  accumulated  losses from
operations,  no  assets,  and  a  net  working  capital  deficiency  that  raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


                                                          /S/ MANTYLA MCREYNOLDS
                                                          Mantyla McReynolds

Salt Lake City, Utah
June 15, 2000

<PAGE>
<TABLE>
<CAPTION>

                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                          [A Development Stage Company]
                                  Balance Sheet
                                 April 30, 2000


                                             ASSETS


<S>                                                                            <C>              <C>
Assets                                                                         $               -0-
                                                                                 ------------------
                       Total Assets                                            $               -0-
                                                                                 ==================



                              LIABILITIES AND STOCKHOLDERS' DEFICIT



Liabilities:
  Current Liabilities:
  Accounts payable                                                             $                  0
  Payable to shareholder - Note 4                                                            5,165
                                                                                 ------------------
                     Total Liabilities                                                       5,165


Stockholders' Deficit:
  Capital Stock -- 75,000,000 shares authorized having a
   par value of $.004 per share; 1,398,208 shares issued
   and outstanding - NOTE 4                                                                  5,593
  Additional paid-in capital                                                               958,923
  Deficit accumulated prior to the development stage                                      (938,764)
  Deficit accumulated during the development stage                                         (30,917)
                                                                                 ------------------
                Total Stockholders' Deficit                                                 (5,165)
                                                                                 ------------------
        Total Liabilities and Stockholders' Deficit                            $                -0-
                                                                                 ==================





</TABLE>


                         See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>


                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                          [A Development Stage Company]
                            Statements of Operations
 For the Years Ended April 30, 2000 and 1999, and for the Period from Reactivation
                   [December 15, 1998] through April 30, 2000


                                                                                           Reactivation
                                                                                              through
                                                                                             April 30,
                                                      2000                1999                 2000
                                                 --------------      ---------------      ---------------
<S>                                            <C>          <C>    <C>           <C>   <C>            <C>
Revenues                                       $           -0-     $            -0-    $             -0-

General & Administrative Expenses                       30,451                  466               30,917
                                                 --------------      ---------------      ---------------

              Operating Loss                           (30,451)                (466)             (30,917)

                                                 --------------      ---------------      ---------------
       Net Loss Before Income Taxes                    (30,451)                (466)             (30,917)

Current Year Provision for Income Taxes                     -0-                  -0-                 -0-
                                                 --------------      ---------------      ---------------

Net Loss                                       $       (30,451)    $           (466)   $         (30,917)
                                                 ==============      ===============      ===============



Loss Per Share                                 $          (.03)    $           (.01)   $            (.03)
                                                 ==============      ===============      ===============

Weighted Average Shares Outstanding                  1,162,504              754,419             1,053,736
                                                 ==============      ===============      ===============





                         See accompanying notes to financial statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                          [A Development Stage Company]
                       Statements of Stockholders' Deficit
 For the Years Ended April 30, 2000 and 1999, and for the Period from Reactivation
                   [December 15, 1998] through April 30, 2000


                                                             Additional                             Net
                               Common          Common          Paid-in         Accumulated     Stockholders'
                               Shares           Stock          Capital           Deficit          Deficit
                            ------------     ----------     ------------      ------------     -------------
<S>                        <C>         <C>           <C>              <C>                <C>
Balance, December 15, 1998
(date of reactivation)        6,159,732  $      24,639  $       914,125  $       (938,764) $               0
Net loss for the Period from
December 16, 1998 through
April 30, 1999                                                                       (466)             (466)
                            ------------     ----------     ------------      ------------     -------------
Balance, April 30, 1999        6,159,732         24,639          914,125         (939,230)             (466)
Issued shares for debt, at par   137,890            552                                                  552
Issued shares to officers for
services, at par               6,300,000         25,200                                               25,200
Reverse split shares, 1 for (11,199,414)       (44,798)           44,798                                   0
Net loss for the year ended            0
April 30, 2000                                                                    (30,451)          (30,451)
                            ------------     ----------     ------------      ------------     -------------
Balance, April 30, 1999        1,398,208 $        5,593 $        958,923 $       (969,681) $         (5,165)
                            ============     ==========     ============      ============     =============




















                         See accompanying notes to financial statements.



</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                          [A Development Stage Company]
                            Statements of Cash Flows
 For the Years Ended April 30, 2000 and 1999, and for the Period from Reactivation
                   [December 15, 1998] through April 30, 2000

                                                                                          Reactivation
                                                                                            through
                                                            2000            1999         April 30, 2000
<S>                                                <C>             <C>            <C>
Cash Flows from Operating Activities
Net Loss                                             $      (30,451) $         (466) $         (30,917)
Adjustments to reconcile net income to net cash provided by
 operating activities:
     Issued stock for services                                25,200                             25,200
     Increase in current liabilities                           5,251             466              5,717
                                                         -----------     -----------     --------------
       Net Cash Used for Operating Activities                     0               0                  0

           Net Increase/(Decrease) in Cash                        0               0                  0

Beginning Cash Balance                                            0               0                  0
                                                         -----------     -----------     --------------

Ending Cash Balance                                  $            0  $            0  $               0
                                                         ===========     ===========     ==============

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest             $            0  $            0  $               0
  Cash paid during the year for income taxes                      0               0                  0
Supplemental Disclosure of Non-Cash transactions
  Issued stock for debt                              $           552   $           0  $             552
















                         See accompanying notes to financial statements.



</TABLE>

<PAGE>



                              CHIROPRACTIC 21 INTERNATIONAL,  INC.
                                  [A Development Stage Company]
                                  Notes to Financial Statements
                                         April 30, 2000

NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (a)    Organization

               Chiropractic 21  International,  Inc. (the Company)  incorporated
               under the laws of the State of Nevada on July 1, 1970, as Instant
               Hot Water,  Inc. The Company became dormant for many years,  then
               was revived under the name Americol  Technology,  Inc., on August
               21,  1982.  On May 31,  1983,  the  Company  changed  its name to
               Chiropractic  21  International,  Inc.,  and began  developing  a
               computer-based  professional  practice  system  for  chiropractic
               physicians.  The Company was  unsuccessful  in this  business and
               became  dormant  again until  December of 1998 when the Directors
               began efforts to reactivate the Company.

               The  financial  statements  of the Company have been  prepared in
               accordance with generally  accepted  accounting  principles.  The
               following summarizes the more significant of such policies:

               (b)    Income Taxes

               The Company has adopted the  provisions of Statement of Financial
               Accounting  Standards  No. 109 [the  Statement],  Accounting  for
               Income  Taxes.  The  Statement  requires  an asset and  liability
               approach for financial accounting and reporting for income taxes,
               and the  recognition of deferred tax assets and  liabilities  for
               the temporary  differences  between the financial reporting bases
               and tax bases of the Company's  assets and liabilities at enacted
               tax rates expected to be in effect when such amounts are realized
               or settled.  Prior years' consolidated  financial statements have
               not been restated to apply the provisions of the  Statement.  The
               cumulative  effect of this change in accounting  for income taxes
               as of  April  30,  2000  is $0  due to  the  valuation  allowance
               established as described in Note 3.

               (c)    Net Loss Per Common Share

               Net loss per common share is based on the weighted-average number
               of shares outstanding.

               (d)    Statement of Cash Flows

               For  purposes  of the  statements  of  cash  flows,  the  Company
               considers cash on deposit in the bank to be cash. The Company had
               $0 cash at April 30, 2000.

<PAGE>

                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 April 30, 2000
                                   [Continued]


NOTE 1         ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               [continued]

               (e)    Use of Estimates in Preparation of Financial Statements

               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 revenues and expenses  during the  reporting
               period. Actual results could differ from those estimates.

NOTE 2         LIQUIDITY/GOING CONCERN

               The  Company  has  accumulated  losses  through  April  30,  2000
               amounting  to  $969,681,  has no  assets,  and has a net  working
               capital  deficiency  at  April  30,  2000.  These  factors  raise
               substantial  doubt about the  Company's  ability to continue as a
               going concern.

               Management  plans  include  finding  a  well-capitalized   merger
               candidate  to  recommence  its   operations.   The   consolidated
               financial  statements do not include any  adjustments  that might
               result from the outcome of this uncertainty.

NOTE 3         INCOME TAXES

               Below is a summary  of  deferred  tax asset  calculations  on net
               operating loss carry forward amounts.  Loss carry forward amounts
               expire at various times  through  2020. A valuation  allowance is
               provided when it is more likely than not that some portion of the
               deferred tax asset will not be realized.

                                             NOL
Description                                Balance          Tax           Rate
--------------------------------------- -------------- ------------- -----------
   Federal Income Tax                          $30,917        $4,638      15%
   Valuation allowance                                       (4,638)
                                                       -------------
        Deferred tax asset 4/30/00                                $0



<PAGE>

                       CHIROPRACTIC 21 INTERNATIONAL, INC.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 April 30, 2000
                                   [Continued]

NOTE 4         COMMON STOCK/RELATED PARTY TRANSACTION

               The Company  issued  "unregistered"  and  "restricted"  shares of
               common stock on September 11, 1999 in the following manner:


Number of shares        Recipient                    Consideration
--------------------    --------------------------   ---------------------------
             137,890    Consultant/shareholder       Reimbursement for expenses
                                                     paid on behalf of Company
           6,300,000    Directors/officers           Services
--------------------
           6,437,890    Total

               On November 9, 1999, the Company's Board of Directors resolved to
               effect a reverse split of the then outstanding  12,597,622 shares
               of common  stock on the basis of 10 for one,  effective  December
               20, 1999, while retaining the current  authorized capital and par
               value. No stockholder  shall own less than 100 post split shares;
               appropriate  adjustments  are to be  made to the  stated  capital
               accounts and capital surplus accounts.

               A  shareholder  has paid general and  administrative  expenses on
               behalf of the Company, through April 30, 2000 and 1999, of $5,251
               and $466, respectively.  The balance due as of April 30, 2000, is
               $5,165.  The  Company has  recorded a  liability  for this amount
               which is payable on demand and is non-interest bearing.

<PAGE>

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

None;

<PAGE>

                                    PART III

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

Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                                         Date of         Date of
                                         Positions     Election or     Termination
Name                                        Held       Designation     or Resignation
                                            ----         ----          --------------
<S>                                      <C>            <C>                <C>
Kirsten Lovato...........................   Director and   06/99                *
                                            President

Nick Lovato .............................   Director and   07/99                *
                                            Vice President

Vickie Rosenkrantz.......................   Director and   10/99                *
                                            secretary

</TABLE>

      * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

Kirsten  Lovato,  President  and a director.  Ms. Lovato is 30 years of age. Ms.
Lovato  graduated from Creighton in Omaha,  Nebraska,  she currently  works as a
dental hygentist.

Nick lovato,  Vice President and a director.  Mr. Lovato is 31 years of age. Mr.
Lovato graduated from the University of Utah in June of 1992, with a bachelor of
arts in  political  science.  Mr.  Lovato is a senior  underwriter  for  Academy
Mortgage of Salt Lake City, Utah.

Vickie Rosenkrantz.  Secretary and a director. Ms. Rosenkrantz, age 32, has been
a director and executive officer of the company since 1999. Ms.  Rosenkrantz has
most recently worked at Costco, under the marketing department.


Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

Family Relationships.
---------------------

     There  are no  family  relationships  between  any  director  or  executive
officer, other than Ms. Lovato and Mr. Lovato are husband and wife.

<PAGE>

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership,  with the  Securities  and  Exchange  Commission;  there have been no
changes in their  beneficial  ownership of shares of common stock of the Company
since the filing of their Form 3.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
Kirsten
Lovato,       03/31/00    0     0     0  210,000   0     0   0
President,    03/31/99    0     0     0     0      0     0   0
Director


Nick
Lovato        03/31/00    0     0     0  210,000   0     0   0
Vice Pres./   03/31/99    0     0     0     0      0     0   0
Director


Jason         03/31/00    0     0     0  210,000   0     0   0
Rosenkrantz,  03/31/99    0     0     0     0      0     0   0
Secretary
Director

</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending March 31, 2000, 1999, or the period ending on the date
of this Report.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.


<PAGE>

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------
THE FOLLOWING  TABLE SETS FORTH THE SHARE HOLDINGS OF THOSE PERSONS WHO OWN MORE
THAN FIVE PERCENT OF THE COMPANY'S COMMON STOCK AS OF THE DATE HEREOF, TO WIT:

<TABLE>
<CAPTION>

                                   NUMBER OF SHARES    PERCENTAGE
NAME AND ADDRESS                  BENEFICIALLY OWNED    OF CLASS
                                   ----------------    -----------
<S>                                  <C>             <C>
KIRSTEN LOVATO**                        210,000        15%
8667 SNOW MOUNTAIN DRIVE
SANDY, UT 84093

NICK LOVATO**                           210,000        15%
8667 SNOW MOUNTAIN DRIVE
SANDY, UT 84093


VICKIE ROSENKRANTZ                      210,000        15%
8850 NORTH REDDEN ROAD
PARK CITY, UT 84098


**NICK LOVATO AND KIRSTEN LOVATO ARE HUSBAND/WIFE.
</TABLE>


<PAGE>


Security Ownership of Management.
---------------------------------

     THE  FOLLOWING  TABLE  SETS  FORTH  THE  SHARE  HOLDINGS  OF THE  COMPANY'S
DIRECTORS AND EXECUTIVE OFFICERS AS OF THE DATE HEREOF, TO WIT:

<TABLE>

                        NUMBER OF SHARES
                       BENEFICIALLY OWNED     PERCENTAGE OF
NAME AND ADDRESS         AS OF 9/30/99           OF CLASS
----------------       -----------------       -------------
<S>                        <C>                    <C>
KIRSTEN LOVATO**                        210,000        15%
8667 SNOW MOUNTAIN DRIVE
SANDY, UT 84093

NICK LOVATO**                           210,000        15%
8667 SNOW MOUNTAIN DRIVE
SANDY, UT 84093


VICKIE ROSENKRANTZ                      210,000        15%
8850 NORTH REDDEN ROAD
PARK CITY, UT 84098


ALL THREE DIRECTORS                     630,000        45%

</TABLE>
Changes in Control.
-------------------

     To the  knowledge  of  the  Company's  management,  there  are  no  present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.

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

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

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

Reports on Form 8-K
-------------------

None;

Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number                             Description
-------                            -----------
<S>                                <C>

  27                                 Financial Data Schedule
</TABLE>

<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       CHIROPRACTIC 21 INTERNATIONAL, INC.



Date:7/26/00                           /S/ NICK LOVATO
                                       Nick Lovato
                                       Vice President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       CHIROPRACTIC 21 INTERNATIONAL, INC.



Date:7/26/00                           /S/ NICK LOVATO
                                       Nick Lovato
                                       Vice President and Director


Date:7/26/00                            /S/ VICKIE ROSENKRANTZ
                                        Vickie Rosenkrantz
                                        Secretary and Director