U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                          Amendment No. 1 to Form 10-QSB

(Mark One)

[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934

             For the quarterly period ended March 31, 2001
---------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
---------------------------------------------------------------------------

                     Commission File Number: 000-31959
---------------------------------------------------------------------------

                            Stock Watch Man, Inc.
            ----------------------------------------------
            (Name of Small Business Issuer in its charter)


                Nevada                             88-0433815
    -------------------------------   ---------------------------------
    (State or other jurisdiction of   (I.R.S. Employer Identification )
    incorporation or organization)     Number)


        1016 Howard Avenue, Las Vegas, NV               89104
    ---------------------------------------           ---------
    (Address of principal executive offices)          (zip code)


                             (702) 737-0963
                      -------------------------
                      Issuer's Telephone Number

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

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

                                          Yes [ ]     No [X]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant  filed all  documents  and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.

                                          Yes [ ]      No [ ]

                   APPLICABLE ONLY TO CORPORATE ISSUERS

                                        1

<PAGE>

Common Stock, $.001 par value per share, 15,000,000 shares authorized,
2,127,500 issued and outstanding as of March 31, 2000.  Preferred
Stock, $0.001 par value per share, 10,000,000 shares authorized and
none issued nor outstanding as of March 31, 2001.

Traditional Small Business Disclosure Format (check one)

                                        Yes [  ] No [X]


                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          CPA Review Letter....................................   5
          Balance Sheet (unaudited)............................   6
          Statements of Operations (unaudited).................   7
          Statements of Cash Flows (unaudited).................   8
          Notes to Financial Statements........................  9-10

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   11


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   16

Item 2.   Changes in Securities and Use of Proceeds............   16

Item 3.   Defaults upon Senior Securities......................   16

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................   16

Item 5.   Other Information.....................................  16

Item 6.   Exhibits and Reports on Form 8-K......................  16

Signatures......................................................  17

                                      3
PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the nine
months ended March 31, 2001, follow.  The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.


                                      4
<PAGE>

G. BRAD BECKSTEAD
---------------------------
Certified Public Accountant

                                                  330 E. Warm Springs
                                                 Las Vegas, NV  89119
                                                         702.528.1984
                                                  425.928.2877 (efax)

                INDEPENDENT ACCOUNTANT'S REVIEW REPORT
                --------------------------------------

Board of Directors
Stock Watch Man, Inc.
(a Development Stage Company)
Las Vegas, NV

I have reviewed the accompanying balance sheet of Stock Watch Man, Inc.
(a Nevada corporation) (a development stage company) as of March 31, 2001
and the related statements of operations for the three-months ended March
31, 2001 and 2000 and for the period February 27, 1997 (Inception) to
March 31, 2001, and statements of cash flows for the three-month period
ending March 31, 2001 and 2000 and for the period February 27, 1997
(Inception) to March 31, 2001.  These financial statements are the
responsibility of the Company's management.

I conducted my reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical
procedures to financial data, and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, which will be performed for the full year with the objective
of expressing an opinion regarding the financial statements taken as a
whole.  Accordingly, I do not express such an opinion.

Based on my reviews, I am not aware of any material modifications that
should be made to the accompanying financial statements referred to above
for them to be in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 5 to the
financial statements, the Company has had limited operations and has not
commenced planned principal operations.  This raises substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 5.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

I have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Stock Watch Man, Inc. (a
development stage company) as of December 31, 2000, and the related
statements of operations, stockholders' equity, and cash flows for
the year then ended (not presented herein) and in my report dated
January 22, 2001, I expressed an unqualified opinion on those financial
statements.

/s/ G. Brad Beckstead
---------------------

May 2, 2001

                                        5
<PAGE>

                           Stock Watch Man, Inc.
                       (A Development Stage Company)

                              Balance Sheet


<TABLE>
<CAPTION>

BALANCE SHEET

                                               (unaudited)
                                                March 31,    December 31,
Assets                                             2001            2000
                                                ---------     ----------
<S>                                             <C>           <C>
Current assets:
  Cash                                          $   6,383     $   11,419
                                                ---------     ----------
Total Current Assets                            $   6,383     $   11,419
                                                ---------     ----------
Fixed assets, net                                     265            280
Security deposit                                    2,250          2,250
                                                ---------     ----------
Total Assets                                    $   8,898     $   13,949
                                                =========     ==========


Liabilities and Stockholders' Equity

Current liabilities                                     -              -
                                                ---------     ----------

Stockholders'Equity:

Preferred stock, $0.001 par value,
     10,000,000 shares authorized,
     zero shares issued and
     outstanding                                        -             -

Common stock, $0.001 par value,
     15,000,000 shares authorized;
     2,127,500 shares issued and
     outstanding                                    2,128         2,128
Additional paid-in capital                         42,772        42,772
Deficit accumulated during development stage      (36,002)      (30,951)
                                                ----------     ---------
Total Stockholders' Equity                          8,898        13,949
                                                ---------     ---------
Total Liabilities and Stockholders' Equity      $   8,898     $  13,949
                                                =========     =========

</TABLE>
The Accompanying Notes are an Integral Part of These Financial Statements.

                                      6
<PAGE>


                          Stock Watch Man, Inc.
                       (A Development Stage Company)

                            Statement of Operations
                                (Unaudited)

            For the Three Months Ending March 31, 2001 and 2000
       and For the Period February 27, 1997 (Inception) to March 31, 2001

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                                                            February 27,
                                      Three Months Ended        1997
                                           March 31,       (Inception) to
                                    ---------------------    March 31,
                                       2001        2000        2001
                                    ---------    --------    -----------
<S>                                 <C>          <C>         <C>
Revenue                             $      -     $      -    $       -


Expenses:
  Depreciation expense                     15           -            107
  General and administrative expenses   5,036         402         35,895
                                    ---------    --------    -----------
    Total expenses                      5,051         402         36,002
                                    ---------    --------    -----------
Net income or (loss)                 $ (5,051)   $   (402)   $   (36,002)
                                    =========    ========    ===========

Weighted average number of
    common shares outstanding      2,127,500     1,927,500     2,127,500
                                   =========     =========   ===========
   Net (loss) per share            $   (0.00)    $   (0.00)   $    (0.02)
                                   =========     =========   ===========
</TABLE>

The Accompanying Notes are an Integral Part of These Financial Statements.

                                       7


<PAGE>

                         Stock Watch Man, Inc.
                     (A Development Stage Company)

                        Statement of Cash Flows
                              (Unaudited)
            For the Three Months Ending March 31, 2001 and 2000
       and For the Period February 27, 1997 (Inception) to March 31, 2001

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS


                                                            February 27,
                                      Three Months Ended       1997
                                           March 31,       (Inception) to
                                    ---------------------     March 31,
                                       2001        2000         2001
                                    ---------    --------    -----------
<S>                                  <C>          <C>         <C>
Net (loss)                            (5,051)           (402)      (36,002)
Depreciation expense                      15               -           107
Adjustments to reconcile net
  (loss) to net cash (used) by
  operating activities:
   Security deposit                                                 (2,250)
                                      -------      -------        ---------
Net cash used by
operating activities                  (5,036)          (402)       (38,145)
                                     -------       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets                   -             -            (300)
                                     -------       -------        ---------
Net cash used by
investing activities                       -             -            (300)
                                      ------       -------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock                   -             -          44,828
                                      ------       -------        --------
Net cash provided by
financing activities                       -             -          44,828
                                      ------      --------        --------
Net (decrease) increase in cash       (5,036)         (402)          6,383
                                      ------      --------       ---------
Cash - beginning                      11,419           670               -
                                      ------      --------       ---------
Cash - ending cash                   $ 6,383      $    268       $   6,383
                                     =======      ========       =========

Supplemental disclosures:

     Interest paid                   $    -       $     -        $      -
                                     =======      =======        ========
     Income taxes paid               $    -       $     -        $      -
                                     =======      =======        ========

</TABLE>

                                      8

<PAGE>

The Accompanying Notes are an Integral Part of These Financial Statements.


                              Stock Watch Man, Inc.
                         (A Development Stage Company)
                                  Footnotes


Note 1 - History and organization of the company

The Company was organized February 27, 1997 (Date of Inception) under
the laws of the State of Nevada.  The Company has no operations and in
accordance with SFAS #7, the Company is considered a development stage
company.  The Company is authorized to issue 15,000,000 shares of $0.001
par value common stock and 10,000,000 shares of $0.001 par value
preferred stock.

Note 2 - Summary of significant accounting policies

Accounting policies and procedures have not been determined except as
follows:

1.  The Company uses the accrual method of accounting.

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

3.  The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits.  For the purpose
of the statements of cash flows, all highly liquid investments with the
maturity of three months or less are considered to be cash equivalents.

4.  Earnings per share (EPS) is computed using the weighted average number
of shares of common stock outstanding during the period.  Diluted EPS is
computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were issued.
Since the Company has no common shares that are potentially issuable,
such as stock options, convertible preferred stock and warrants, basic
and diluted EPS are the same.  The Company had no dilutive common stock
equivalents such as stock options as of March 31, 2001 or December 31,
2000.

5.  The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid since inception.

6.  The Company will review its need for a provision for federal income
tax after each operating quarter and each period for which a statement of
        operations is issued.

Note 3 - Income taxes

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes".  A deferred tax asset or liability is
recorded for all temporary differences between financial and tax
reporting.  Deferred tax expenses (benefit) results from the net change
during the year of deferred tax assets and liabilities.

There is no provision for income taxes for the three months ended March 31,
2001 or the year ended December 31, 2000, due to the net loss and no state
income tax in Nevada.

                                    9
<PAGE>

                            Stock Watch Man, Inc.
                       (A Development Stage Company)
                                 Footnotes


Note 4 - Stockholders' Equity

The Company is authorized to issue 15,000,000 shares of its $0.001 par
value common stock and 10,000,000 shares of its $0.001 par value
preferred stock.

On March 1, 1997, the Company issued 1,000,000 shares of its $.001 par
value common stock for services and organizational costs of $1,000.  Of
the total, $1,000 is considered common stock and there is no additional
paid-in capital.

On August 2, 1999, the Company issued 400,000 shares of its $.001 par
value common stock at $.005 per share for total cash of $2,000.  Of the
total, $400 is considered common stock and $1,600 is considered
additional paid-in capital.

On March 31, 2000, the Company completed its Rule 504 offering and issued
527,500 shares of its $.001 par value common stock at $.08 per share for
total cash of $42,200.  Of the total, $528 is considered common stock,
and $41,172 is considered additional paid-in capital.

On September 27, 2000, the Company issued 200,000 shares of its $.001 par
value common stock for consulting services valued at $200.  Of the total,
$200 is considered common stock and there is no additional paid-in
capital.

There have been no other issuances of common or preferred stock.

Note 5 - Going concern

The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business.  However, the Company has not commenced
its planned principal operations.  Without realization of additional
capital, it would be unlikely for the Company to continue as a going
concern.

Note 6 - Related party transactions

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities.  If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and
their other business interests.  The Company has not formulated a policy
for the resolution of such conflicts.

Note 7 - Warrants and options

There are no warrants or options outstanding to acquire any additional
shares of common stock.

                                     10
<PAGE>




<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

Stock Watch Man, Inc., an Internet company, hereinafter referred to as
("Stock Watch Man, Inc.") or the ("Company") or ("SWCH"), was organized by
the filing of Articles of Incorporation with the Secretary of State of the
State of Nevada on February 27, 1997.

Stock Watch Man, Inc. is a developmental stage company with a primary
business strategy to develop a WEB site (www.stockwatchman.com), market
its WEB site through the Internet search engines, develop interactive
links to its Web Site, e.g., Chat rooms, stock quotes, charts, news,
research, links to SEC, NASDAQ, and other financial resources.

The Company has a web site at: "http:\\www.stockwatchman.com."  The site was
primarily dormant until approximately June, 2000.  The Company also has
utilized email to send out information to subscribers.  It has been some
time since any activity has taken place with the subscriber list.  It is
the company's intention to promote this informational e-mail service and
develop this from a free service to a fee service.

The Company's goal is to become an informative, comprehensive and user
friendly Internet-based financial site.  The Company plans to market its WEB
site through search engines (e.g., Yahoo, Infoseek, Lycos, etc.) banner ads,
etc. in order to increase traffic across the Company's web site.  The Company
hopes it will be able to market its financial products to consumers.  As
stated earlier, the Company foresees this Web site as an all-in-one focal
point for financial information and services.  If the website can become
popular, i.e., increased viewer traffic,  management may consider offering
special services for a nominal monthly fee.  The users of this Web Site,
would have access to real-time stock quotes, financial information concerning
companies listed on all the major stock exchanges, and access to Chat rooms
so that they can discuss similar issues or concerns regarding a certain
financial topic.  Once Company develops traffic to its WEB site, it plans to
sell banner ads.

The Company, however, has limited operating history and must be
considered to be a developmental stage company.  Prospective investors
should be aware of the difficulties encountered by such new enterprises,
as the Company faces all of the risks inherent in any new business and
especially with a developmental stage company.  These risks include, but
are not limited to, competition, the absence of an operating history,
the need for additional working capital, and the possible inability to
adapt to various economic changes inherent in a market economy.  The
likelihood of success of the Company must be considered in light of
these obstacles, expenses that are frequently incurred in the operation
of a new business and the competitive environment in which the Company
will be operating.

Going Concern - The Company's financial statements are prepared using
the generally accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  However, the Company has
not commenced its planned principal operations.  Without realization of
additional capital, it would be unlikely for the Company to continue as
a going concern.


                                     11
<PAGE>


The officers and directors are involved in other business activities
and may, in the future become involved in other business opportunities.
If a specific business opportunity becomes available, such persons may
face a conflict in selecting between the Company and their other business
interests.  The Company has not formulated a policy for the resolution of
such conflicts.

Unclassified Balance Sheet - In accordance with the provisions of SFAS
No. 53, the Company has elected to present an unclassified balance sheet.

Earnings per share (EPS) is computed using the weighted average number
of shares of common stock outstanding during the period.  Diluted EPS is
computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were issued.
Since the Company has no common shares that are potentially issuable,
such as stock options, convertible preferred stock and warrants, basic and
diluted EPS are the same.  The Company had no dilutive common stock
equivalents such as stock options as of March 31, 2001.


The Company has not pursued or explored any opportunities for an
acquisition or merger. This does not preclude that the Company may not
explore any opportunities in the future.

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

As a developmental stage Company, the Company has not generated any
revenues since its inception.  During the First Quarter, ended March 31,
2001, the company had total expenses of $5,051, this included: $15
in depreciation expenses and $5,036 in general and administrative expenses.
During the First Quarter, ended, March 31, 2001, the Company had a net loss
of $5,051 as compared to net loss of $402 for the same period last year.
Since the Company's inception, it has incurred an accumulated net loss
of $36,002.  The Company does not have any material commitments for
capital expenditures.

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

Management does not believe the company will generate any profit for the
foreseeable future as developmental and marketing costs will most likely
exceed any anticipated revenues.  As stated earlier, management is in the
process of developing new strategies for future business initiatives.

There are no definitive or legally binding arrangements for management to
provide liquidity now or in the future for the Company.  There are likewise,
no such arrangements with any other parties.

                                        12
<PAGE>

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

The Company was formed on February 27, 1997.  On March 1, 1997, founding
shareholders purchased 1,000,000 shares of the Company's authorized but
unissued treasury stock for cash and services.  In July of 1997, the Company
put up a simple website after approximately eight months of relatively little
activity, lack of financing and time restraints the Company's president became
involved in other things. The company was inactive until August 1999.  In
August, 1999, the Company decided it needed additional funding to proceed as
a going concern.  On August 2, 1999 the company sold 400,000 shares of common
stock to the Company's president for $2,000.  The Company decided to proceed
with a 504 public offering in the State of Nevada.  The Company applied for
and received a State Permit from the Securities Division of the Nevada
Secretary of State.  On March 31, 2000, the Company completed its Regulation
D, Rule 504 offering and issued 527,500 shares of its $.001 par value common
stock at $.08 per share for total cash of $42,200.  On September 27, 2000,
the Company issued 200,000 shares of its $.001 par value common stock for
consulting services valued at $200.

On September 27, 2000, the Company issued 200,000 shares of its $.001 par value
common stock for consulting services valued at $200.  There have been no
other issuances of common or preferred stock.  These are the Company's only
significant capitalization events to date.

As of March 31, 2001, the Company has 2,127,500 shares of common stock issued
and outstanding held by approximately 106 shareholders of record.

If the Company is unable to begin to generate more revenues from its current
products and services than it has to date, however, management believes the
Company will need to raise additional funds to meet its cash requirements. In
the mean time, management of the Company plans to advance funds to the Company
on an as-needed basis although there are no definitive or legally binding
arrangements to do so.  The Company currently has no arrangements or
commitments for accounts and accounts receivable financing.  There can
be no assurance that any such financing can be obtained or, if obtained, that
it will be on reasonable terms.

The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year.

The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business.  There is no assurance that
the proceeds of the Company will be able to raise sufficient funding to
enhance the Company's financial resources sufficiently to generate volume for
the Company.


                                     13
<PAGE>

Market For Company's Common Stock
---------------------------------

On or about November 20, 2000, the Company started trading on the
National Quotation Bureau's "Pink Sheets" under the symbol SWCH.  On
March 22, 2001, the Company's common stock was cleared for trading
on the OTC Bulletin Board system under the symbol SWCH.  A very limited
market exists for the trading of the Company's common stock.


Dividends
---------

Holders of common stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends. No dividends have been paid on our
common stock, and we do not anticipate paying any dividends on our common
stock in the foreseeable future.

There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.


Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements.  These statements are based on certain assumptions and analyses
made by the Company in light of its experience and its perception of
historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic  market and business conditions;
the business  opportunities (or lack thereof) that may be presented to and
pursued by the  Company;  changes in laws or  regulation; and other factors,
most of which are beyond the control of the Company.

This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; (iii) the Internet and Internet commerce; and, (iv) the Company's
financing plans.  Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors.  Factors that could adversely affect actual results and performance
include, among others, the Company's limited operating history, dependence
on continued growth in the use of the Internet, the Company's inexperience
with the Internet, potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the Internet,
government regulation, technological change and competition.

                                       14
<PAGE>


Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary  statements and there can be no assurance
that the actual results or  developments  anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations.  The
Company assumes no obligations to update any such forward-looking statements.


                                       15
<PAGE>


                           PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

As of the date hereof, Stock Watch Man is not a party to any material
legal proceedings, and none are known to be contemplated against SWCH.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

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

None.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

  3     Articles of Incorporation & By-Laws

               (a)Articles of Incorporation of the Company filed February
               27, 1997.  Incorporated by reference to the exhibits to
               the Company's General Form For Registration Of Securities
               Of Small Business Issuers on Form 10-SB, previously filed
               with the Commission.

               (b)By-Laws of the Company adopted March 1, 1997.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission.

  4     Instruments Defining the Rights of Security Holders

               (a)Facsimile of specimen common stock certificate,
               incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission.

  13    Annual or Quarterly Reports

               (a) Form 10-KSB for the year ended December 31, 2000.
               Incorporated by reference to the Company's Annual
               Report for Small Business Issuers on Form 10-KSB,
               previously filed with the Commission.

  23    Consent of Experts and Counsel

               Consent of Independent Public Accountant


                                       16


<PAGE>


                                   SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                    Stock Watch Man, Inc.
                                    ---------------------
                                       (Registrant)

Date:  May 16, 2001
       ----------------

By:  /s/ Steven Yeich
     ------------------------------------
     Steven Yeich, Chairman of the Board,
     President, Chief Executive Officer
     and Chief Financial Officer

By:  /s/ Tracy Yeich
     ------------------------------------------
     Tracy Yeich, Vice President

                                        17

<PAGE>