UNITED STATES  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 December 31, 2000.

                                     [ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                    1934
   For the transition period from _______________________ to _____________
                           Commission file number



                            Stock Watch  Man, Inc
               (Name of small business issuer in its charter)

Nevada                                                 88-0433815
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)


1016 Howard Ave., Las Vegas, NV                        89104
(Address of principal executive offices)               (Zip Code)




                  Issuer's telephone number (702) 737-0963

       Securities registered under Section 12(b) of the Exchange Act:
                                    None

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

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

     Check  whether the issuer (1) filed all reports required to be filed  by
Section  13  or 15(d) of the Exchange Act during the past 12 months  (or  for
such  shorter period that the registrant was required to file such  reports),
and (2) has been subject to such filing requirements for the past 90 days.  [
x] Yes [ ] No

     Check if there is no 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 registrant's knowledge, in definitive proxy  or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [x ]

<PAGE>

     State issuer's revenues for its most recent fiscal year. - 0

     State  the  aggregate market value of the voting and  non-voting  common
equity held by non-affiliates computed by reference to the price at which the
common  equity  was sold, or the average bid and asked price of  such  common
equity,  as  of a specified date within the past 60 days. (See definition  of
affiliate in Rule 12b-2 of the Exchange Act.)

     The stock was last traded at 51/256 on December 28, 2000.


   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

     Check whether the issuer has 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 -

Not Applicable

                 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

     The number of shares of Common Stock outstanding as of December 31, 2000
was 2,127,500



                     DOCUMENTS INCORPORATED BY REFERENCE

Articles of Incorporation and By-Laws

Transitional Small Business Disclosure Format (Check one): Yes ____; No __x__

<PAGE>

PART I

Item 1. Description of Business.

A.  Business Development, Organization and Acquisition Activities

     Stock  Watch  Man, Inc., a new Internet e-Commerce company,  hereinafter
referred   to   as   ("StockWatchMan.com")  or   the   ("Company")   or   the
("Registrant"), 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 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.

B. Business of Issuer

1)   Principal Products, Services and Principal Markets.

     The Company hired the services of an Internet Web Site Developer.  It is
the  goal  of  the Company to offer an all inclusive financial  resource  Web
site.  The  Company foresees this Web site as an all-in-one focal  point  for
financial information. For example, for a nominal monthly fee, users of  this
Web  Site,  would have access to real-time stock quotes, and have  access  to
financial resource information.

     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.

<PAGE>

(a)  LIMITED OPERATING HISTORY.

     The  Company  was organized February 27, 1997. Activities to  date  have
been  limited primarily to organization, initial capitalization,  finding  an
appropriate web hosting facility in Las Vegas, Nevada, setting up a Web  site
and  commencing  with  initial  operations.   The  Company  has  had  limited
operations  as  of  this date The Company has developed a Business  Plan  and
started  taking  the  necessary  steps to  become  an  Internet  supplier  of
financial information.

     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.

(b)  ANTICIPATED LOSSES FOR THE FORESEEABLE FUTURE

     The Company has prepared audited financial statements as of December 31,
2000  reporting that the Company is in its developmental stages.  Its ability
to continue to operate as a going concern is fully dependent upon the Company
obtaining  sufficient financing to continue its development  and  operational
activities.   The  ability  to achieve profitable  operations  is  in  direct
correlation   to  the  Company's  ability  to  raise  sufficient   financing.
Accordingly,  management believes the Company's continued  existence,  future
expansion,  and  ultimate  profitability  is  fully  dependent  upon  raising
sufficient proceeds from this offering.  It is important to note that even if
the appropriate financing is received, there is no guarantee that the Company
will  ever  be able to operate profitably or derive any significant  revenues
from  its  operation.   The  Company could be required  to  raise  additional
financing to fully implement its business plan.

(c)  NEED FOR ADDITIONAL CAPITAL

     As  of   December 31, 2000 the Company had working capital  of  $11,419.
The  Company  may need additional capital in order to step  up  a  WEB  site,
market  its  WEB  site, develop links to its Web Site, e.g.,  financial  Chat
rooms, real time stock quotes, and other links to financial resources.

     If  the  company is successful, the need for additional  funds  will  be
derived  somewhat  from  internal revenues and earnings,  however,  the  vast
majority may be received from future stock offerings.  These future offerings
could  significantly  dilute the value of any previous investor's  investment
value.

     The Company fully anticipates that the proceeds from the sale of all the
Common  Shares  sold in the offering will be sufficient to  provide  for  the
Company's capital need for the next twelve months.  If the capital needs  are
greater than expected, the Company will be required to seek other sources  of
financing.   No  guarantees  can  be  given  that  other  financing  will  be
available,  if  required, or if available, will be on  terms  and  conditions
satisfactory to management. The above outlined capital problems  which  could
significantly  affect the value of any Common Shares that  are  sold  to  the
public and could result in the loss of an investor's entire investment.

(d)  Dependence on Continued Growth and Viability of the Internet

     The  Company's future success is substantially dependent upon  continued
growth  in  the use of the Internet.  To generate product sales,  advertising
sales,  e-Commerce  service fees for Stock Watch Man,  Inc.,  the  Internet's
recent  and  rapid growth must continue, and e-Commerce on the Internet  must
become widespread.  None of these can be assured.  The Internet may prove not
to  be  a viable commercial marketplace. Additionally, due to the ability  of
consumers  to  easily  compare  prices of similar  products  or  services  on
competing Web sites, gross margins for e-Commerce transactions may narrow  in
the   future   and,  accordingly,  the  Company's  revenues  from  e-Commerce
arrangements  may be materially negatively impacted.  If use of the  Internet

<PAGE>

does not continue to grow, the Company's business, results of operations  and
financial condition would be materially and adversely affected. Additionally,
to the extent that the Internet continues to experience significant growth in
the  number of users and the level of use, there can be no assurance that its
technical  infrastructure will continue to be able  to  support  the  demands
placed  upon  it.   The  necessary technical infrastructure  for  significant
increases  in  e-Commerce, such as a reliable network backbone,  may  not  be
timely and adequately developed.  In addition, performance improvements, such
as high-speed modems, may not be introduced in a timely fashion. Furthermore,
security  and authentication concerns with respect to transmission  over  the
Internet  of  confidential  information, such as  credit  card  numbers,  may
remain.  Issues like these could lead to resistance against the acceptance of
the  Internet  as a viable commercial marketplace.  Also, the Internet  could
lose  its  viability  due to delays in the development  or  adoption  of  new
standards  and  protocols required to handle increased  levels  of  activity,
ordue  to  increased  governmental regulation.  Changes  in  or  insufficient
availability  of telecommunications services could result in slower  response
times  and  adversely  affect  usage of  the  Internet.   Demand  and  market
acceptance  for recently introduced services and products over  the  Internet
are  subject  to  a  high level of uncertainty, and there  exist  few  proven
services and products.

     The  Internet  may not be commercially viable in the  long  term  for  a
Number  Of  reasons,  including  potentially inadequate  development  of  the
necessary   network  infrastructure  or  delayed  development   of   enabling
technologies, performance improvements and security measures.  To the  extent
that the Internet continues to experience significant growth in the number of
users,  their frequency of use or their band width requirement, there can  be
no  assurance  that  the  infrastructure for the Internet  and  other  online
services  will be able to support the demands placed upon them.  In addition,
the  Internet  or  other online services could lose their  viability  due  to
delays in the development or adoption of new standards and protocols required
to  handle increased levels of Internet or other online service activity,  or
due  to  increased  governmental  regulation.   Changes  in  or  insufficient
availability of telecommunications services to support the Internet or  other
online  services  also could result in slower response  times  and  adversely
affect  usage of the Internet and other online services generally  and  Stock
Watch  Man,  Inc.  in particular.  If use of the Internet  and  other  online
services does not continue to grow or grows more slowly than expected, if the
infrastructure  for  the  Internet  and  other  online  services   does   not
effectively  support  growth that may occur, or if  the  Internet  and  other
online  services do not become a viable commercial marketplace, the Company's
business,  results of operations and financial condition would  be  adversely
affected.

(e)  Risk of System Failures

     The  Company's ability to facilitate trade successfully and provide high
quality   customer  service,  depends  on  the  efficient  and  uninterrupted
operation of its computer and communications through its designated  Internet
Service Provider (ISP). These systems and operations are vulnerable to damage
or    interruption   from   earthquakes,   floods,   fires,    power    loss,
telecommunication   failures,  break-ins,  sabotage,  intentional   acts   of
vandalism  and  similar events.  The Company does not  have  fully  redundant
systems, a formal disaster recovery plan or alternative providers of  hosting
services and does not carry business interruption insurance to compensate  it
for losses that may occur.  Despite any precautions taken by, and planned  to
be  taken  by  the  Company, the occurrence of a natural  disaster  or  other
unanticipated  problems  with its ISP could result in  interruptions  in  the
services provided by the Company.

     In  addition,  the failure by the ISP to provide the data communications
capacity  required  by  the  Company, as a result  of  human  error,  natural
disasters other operational disruption, could result in interruptions in  the
Company's  service. Any damage to or failure of the systems  of  the  Company
could  result  in  reductions in, or terminations of,  the  Stock  Watch  Man
service,  which  could  have  a  material adverse  effect  on  the  Company's
business,  results of operations and financial condition.   In  the  case  of
frequent  or frequent or persistent system failures, the Company's reputation
and  name brand could be materially adversely affected. Although the  Company
has  implemented certain network security measures, the Company and  its  IPS
are also vulnerable to computer viruses, physical or electronic break-ins and
similar disruptions, which could lead to interruptions, delays, loss of  data
or  the  inability to complete customer auctions. In addition,  although  the
Company  works  to  prevent  unauthorized  access  to  Company  data,  it  is
impossible to eliminate this risk completely. The occurrence of any  and  all
of  these  events  could  have a material adverse  effect  on  the  Company's
business, results of operations and financial condition.

<PAGE>

(f)  Competition:

     The market for providing financial services and information to consumers
over   the  Internet  is  relatively  new,  rapidly  evolving  and  intensely
competitive, and the Company expects competition to intensify further in  the
future.   Barriers  to  entry  are  relatively  low,  and  current  and   new
competitors can launch new sites at a relatively low cost using commercially-
available  software. The Company will potentially compete with  a  number  of
other   companies  marketing  their  financial  products/services  over   the
Internet.   This  would  not preclude other companies from  taking  the  same
approach to market similar products and services in the same manner, if  this
did  happen,  it  could  have  a material adverse  effect  on  the  Company's
business, results of operations and financial condition.

     The  Company  believes  that the principal competitive  factors  in  its
market are pertinent and reliable financial data, which is easily accessible,
customer  service,  interactive Internet technology,  WEB  site  convenience,
price,  quality of search tools and system reliability. Some of the Company's
potential competitors offer online trading services which may be acquired by,
receive  investments from or enter into other commercial  relationships  with
larger,  well-established and well-financed companies as use of the  Internet
and other online services increases.

     Therefore,  certain  of  the Company's competitors  with  other  revenue
sources  may be able to devote greater resources to marketing and promotional
campaigns,  adopt  more aggressive pricing policies and devote  substantially
more  resources to Web site and systems development than the Company  or  may
try  to  attract traffic by offering services for free. Increased competition
may  result in reduced operating margins, loss of market share and diminished
value  in  the Company's brands.  There can be no assurance that the  Company
will  be able to compete successfully against current and future competitors.
Further,  as  a strategic response to changes in the competitive environment,
the  Company  may,  from  time  to time, make  certain  pricing,  service  or
marketing decisions or acquisitions that could have a material adverse effect
on  its  business,  results  of  operations  and  financial  condition.   New
technologies  and  the expansion of existing technologies  may  increase  the
competitive pressures on the Company by enabling the Company's competitors to
offer  a  lower-cost  service.  Certain Web-based  applications  that  direct
Internet  traffic to certain Web sites may channel users to trading  services
that  compete  with  the Company.  Although the Company  plans  to  establish
arrangements with online services and search engine companies, there  can  be
no  assurance  that  these  arrangements  will  be  renewed  on  commercially
reasonable  terms  or  that  they  will  otherwise  bring  traffic   to   the
Stockwatchman.com  WEB site.  In addition, companies that control  access  to
transactions  through  network  access or  Web  browsers  could  promote  the
Company's  competitors or charge the Company substantial fees for  inclusion.
Any  and  all  of these events could have a material adverse  effect  on  the
Company's business, results of operations and financial condition.

(g)  Potential Fluctuations in Operating Results; Quarterly Fluctuations

     The  Company's  operating  results may fluctuate  significantly  in  the
future  as  a  result of a variety of factors, many of which are outside  the
Company's  control.  See  "--Limited Operating  History."    As  a  strategic
response to changes in the competitive environment, the Company may from time
to  time make certain pricing, marketing decisions or acquisitions that could
have  a  material  short-term or long-term adverse effect  on  the  Company's
business, results of operations and financial condition.

     In    particular,   in   order   to   accelerate   the   promotion    of
www.StockWatchMan.com., the Company intends to heavily market  it  Web  site.
The Company believes that it may experience seasonality in its business, with
use  of  the  Internet and StockWatchMan.com being somewhat lower during  the
summer vacation and year- end holiday periods.  Advertising impressions  (and
therefore revenues) may be expected to decline accordingly in those  periods.
Additionally, seasonality may affect significantly any potential  advertising
revenues  during  the  first  and  third calendar  quarters,  as  advertisers
historically spend less during these periods.

     There  can  be no assurance that such patterns will not have a  material
adverse effect on the Company's business, results of operations and financial
condition.   In addition to selling its brands, it is the Company's  strategy

<PAGE>

is  to generate additional revenues through e-Commerce arrangements including
for other companies to advertise on the company's Web site.  There can be  no
assurance that the Company will receive any material amount of revenue  under
these  agreements  in  the  future. The foregoing  factors,  in  some  future
quarters,  may  lead  the  Company's operating  results  to  fall  below  the
expectations.

(h)  Risk Of Capacity Constraints And Systems Failures

     A  key element of the Company's strategy is to generate a volume of user
traffic  to its Web site. The Company's ability to attract customers  and  to
achieve  market  acceptance of its products depends  significantly  upon  the
performance  of  the  Company and its network infrastructure  (including  its
server,  hardware and software).  Any system failure that causes interruption
or  slower response time of the Company's products and services could  result
in  less  traffic  to the Company's Web site and, if sustained  or  repeated,
could reduce the attractiveness of the Company's products. An increase in the
volume  of  user traffic could strain the capacity of the Company's technical
infrastructure, which could lead to slower response time or system  failures,
and could adversely affect the delivery of the number of impressions that are
owed to advertisers and thus the Company's advertising revenues. In addition,
as  the number of Web pages on and users of StockWatchMan.com increase, there
can be no assurance that the Company and its technical infrastructure will be
able  to grow accordingly, and the Company faces risks related to its ability
to  scale  up  to  its  expected customer levels while  maintaining  superior
performance.  Any failure of the Company's server and networking  systems  to
handle  current  or higher volumes of traffic would have a  material  adverse
effect  on  the  Company's  business, results  of  operations  and  financial
condition.   The  Company  is also dependent upon third  parties  to  provide
potential  users with Web browsers and Internet and online services necessary
for  access  to  the  site. In the past, users have occasionally  experienced
difficulties  with  Internet  and online services  due  to  system  failures,
including  failures unrelated to the Company's systems.   Any  disruption  in
Internet access by third parties could have a material adverse effect on  the
Company's   business,   results  of  operations  and   financial   condition.
Furthermore,  the  Company  is  dependent on hardware  suppliers  for  prompt
delivery, installation and service of equipment used to deliver the Company's
products  and services. The Company's operations are dependent in  part  upon
its ability to protect its operating systems against damage from human error,
fire,  floods, power loss, telecommunications failures, break-ins and similar
events.   The  Company  does  not  presently  have  redundant,  multiple-site
capacity in the event of any such occurrence. The Company's servers are  also
vulnerable  to  computer  viruses, break-ins  and  similar  disruptions  from
unauthorized tampering with the Company's computer systems. The occurrence of
any  of  these  events could result in the interruption, which could  have  a
material adverse effect on the Company's business, results of operations  and
financial  condition.  In  addition,  the  Company's  reputation   could   be
materially and adversely affected.

(i)  Risks Associated With New Services, Features and Functions

     There  can be no assurance that the Company would be able to expand  its
operations  in  a  cost-effective or timely manner or that any  such  efforts
would  maintain or increase overall market acceptance.  Furthermore, any  new
business  launched by the Company that is not favorably received by consumers
could  damage  the Company's reputation and diminish the value of  its  brand
name.   Expansion  of  the  Company's operations in this  manner  would  also
require significant additional expenses and development, operations train the
Company's  management,  financial and operational  resources.   The  lack  of
market  acceptance of the Company's products would result  in  the  Company's
inability to generate satisfactory revenues and its inability to offset their
costs could have a material adverse effect on the Company's business, results
of operations and financial condition.

(j)  Online Commerce Security Risks

     A  significant  barrier  to online commerce and  communications  is  the
secure  transmission of confidential information over public networks.  Stock
Watch  Man, Inc. plans to accept credit cards for purchases of its  products.
The  Company  will rely on encryption and authentication technology  licensed
from  third parties to provide the security and authentication technology  to
effect  secure  transmission of confidential information, including  customer
credit  card  numbers.  There can be no assurance that advances  in  computer
capabilities, new discoveries in the field of cryptography, or  other  events
or  developments will not result in a compromise or breach of the  technology
used by the Company to protect customer transaction data.

<PAGE>

     If any such compromise of the Company's security were to occur, it could
have a material adverse effect on the Company's reputation and, therefore, on
its business, results of operations and financial condition.  Furthermore,  a
party  who  is  able  to  circumvent the Company's  security  measures  could
misappropriate  proprietary  information  or  cause  interruptions   in   the
Company's  operations.   The Company may be required  to  expend  significant
capital and other resources to protect against such security breaches  or  to
alleviate  problems caused by such breaches. Concerns over  the  security  of
transactions  conducted  on the Internet and other online  services  and  the
privacy of users may also inhibit the growth of the Internet and other online
services  generally,  and the Web in particular, especially  as  a  means  of
conducting  commercial transactions.  To the extent that  activities  of  the
Company involve the storage and transmission of proprietary information, such
as  credit  card  numbers,  security  breaches  could  damage  the  Company's
reputation  and  expose  the  Company to a risk of  loss  or  litigation  and
possible  liability.  There can be no assurance that the  Company's  security
measures  will  prevent  security breaches or that failure  to  prevent  such
security  breaches will not have a material adverse effect on  the  Company's
business, results of operations and financial condition.

(k)  Risks Associated with Acquisitions

     If  appropriate  opportunities  present themselves,  the  Company  would
acquire  businesses, technologies, services or product(s)  that  the  Company
believes are strategic.

     The  Company currently has no understandings, commitments or  agreements
with  respect  to  any  other  material acquisition  and  no  other  material
acquisition is currently being pursued.  There can be no assurance  that  the
Company  will  be able to identify, negotiate or finance future  acquisitions
successfully,  or  to integrate such acquisitions with its current  business.
The  process  of  integrating an acquired business,  technology,  service  or
product(s)  into the Company may result in unforeseen operating  difficulties
and  expenditures and may absorb significant management attention that  would
otherwise  be  available for ongoing development of the  Company's  business.
Moreover,  there  can be no assurance that the anticipated  benefits  of  any
acquisition   will  be  realized.   Future  acquisitions  could   result   in
potentially dilutive issuances of equity securities, the occurrence of  debt,
contingent  liabilities and/or amortization expenses related to goodwill  and
other  intangible  assets,  which  could  materially  adversely  affect   the
Company's  business,  results  of operations and  financial  condition.   Any
future acquisitions of other businesses, technologies, services or product(s)
might  require  the  Company to obtain additional equity or  debt  financing,
which  might not be available on terms favorable to the Company, or  at  all,
and such financing, if available, might be dilutive.

(l)  Risks Associated With International Operations

     A component of the Company's strategy is to offer its products online to
international  customers.   Expansion into  the  international  markets  will
require   management  attention  and  resources.  The  Company  has   limited
experience in localizing its service, and the Company believes that  many  of
its  competitors are also undertaking expansion into foreign  markets.  There
can  be  no  assurance that the Company will be successful in expanding  into
international  markets.   In  addition  to  the  uncertainty  regarding   the
Company's ability to generate revenues from foreign operations and expand its
international presence, there are certain risks inherent in doing business on
an  international  basis,  including, among others, regulatory  requirements,
legal  uncertainty  regarding liability, tariffs, and other  trade  barriers,
difficulties  in  staffing  and managing foreign operations,  longer  payment
cycles,  different  accounting  practices, problems  in  collecting  accounts
receivable,  political instability, seasonal reductions in business  activity
and potentially adverse tax consequences, any of which could adversely affect
the success of the Company's international operations.

     To  the extent the Company expands its international operations and  has
additional  portions  of  its international revenues denominated  in  foreign
currencies,  the Company could become subject to increased risks relating  to
foreign  currency exchange rate fluctuations. There can be no assurance  that

<PAGE>

one  or  more of the factors discussed above will not have a material adverse
effect on the Company's future international operations and, consequently, on
the Company's business, results of operations and financial condition.

2)   Distribution Methods of the Products and Services

     The  Company  will be significantly dependent on a number of third-party
relationships  to supply data and information to Stock Watch  Man,  Inc.  The
Company  is  generally  dependent on other Web site  operators  that  provide
links, data and Web site content to StockWatchMan.com.

     The Company has been working with Web site operators that provide links,
data  and  Web site content to StockWatchMan.com.  These Web site  operators,
and  or  any future Web site operators may terminate such links at  any  time
without notice to the Company.

     There  can  be  no  assurance  that  third  parties  will  regard  their
relationship with the Company as important to their own respective businesses
and operations.  There can be no assurance that the Company will continue  to
develop  relationships with third parties that supply the Company with  links
to  their  Web  site.   In  particular, the elimination  of  a  pre-installed
bookmark  on  a  Web browser that directs traffic to the Company's  Web  site
could  significantly reduce traffic on the Company's Web  site,  which  would
have  a  material  adverse  effect  on the  Company's  business,  results  of
operations  and financial condition. Additionally, at this time, the  Company
has  not  entered into any agreements with any suppliers to ship and  provide
products.

3)   Status of Any Announced New Product or Service

     The Company does not have any announced new product or service.

4)   Industry Background

     Global  commerce  and  the online exchange of  information  is  new  and
evolving, it is difficult to predict with any assurance whether the Web  will
prove  to be a viable commercial marketplace in the long term.  The  Web  has
experienced, and is expected to continue to experience, significant growth in
the  numbers  of  users and amount of traffic. To the  extent  that  the  Web
continues  to  experience increased numbers of users,  frequency  of  use  or
increased bandwidth requirements of users, there can be no assurance that the
Web infrastructure will continue to be able to support the demands placed  on
it by this continued growth or that the performance or reliability of the Web
will  not be adversely affected. Industry estimates that spending on Internet
advertising in the United States will grow from $940 million in 1997 to  $7.7
billion  in  2002.  The Internet has become a compelling advertising  vehicle
that provides advertisers with targeting tools not available from traditional
advertising media. The interactive nature of the Internet and the development
of  "click-through"  advertising  banners and  other  feedback  tools  enable
advertisers to measure impression levels, establish a dialogue with users and
receive "real-time" direct feedback from their target markets.

     Such  feedback provides advertisers with an effective means  to  measure
the  attractiveness  of  their offerings among targeted  audiences  and  make
modifications to their advertising campaigns on short notice. Community sites
are  generally  able  to provide advertisers significantly  more  information
regarding  consumers  than  other Web sites  because  they  collect  detailed
demographic  data  and  facilitate the development of  user-created  affinity
groups.  The  ability  to target advertisements to broad audiences,  specific
regional populations, affinity groups or individuals makes community Web site
advertising  a highly versatile and effective tool for delivering  customized
and cost-effective messages. One indicator of the Internet's popularity as an
advertising   medium  is  the  growing  number  and  diversity  of   Internet
advertisers.

     Most  early  Internet  advertisers were technology and  Internet-related
companies.   Today,  a  growing  number of Internet  advertisers  consist  of
traditional, consumer product and service companies. The diverse audience  of
users accessing community sites has made such sites especially attractive  to

<PAGE>

consumer  product  and  service companies advertising on  the  Internet.  The
Company believes that this trend should continue, and that a wide variety  of
companies  outside the technology and Internet industries, such as  financial
services,  consumer goods, automotive and pharmaceutical  companies,  are  or
will  be  increasingly using the Internet, and community sites in particular,
to advertise.

     Furthermore,  the  Web has experienced a variety of  outages  and  other
delays  as  a result of damage to portions of its infrastructure,  and  could
face  such  outages  and delays in the future, including outages  and  delays
resulting  from the inability of certain computers or software to distinguish
dates  in the 21st century from dates in the 20th century. These outages  and
delays  could adversely affect the level of Web usage and also the  level  of
traffic  for  Stock  Watch Man, Inc.  In addition, the  Web  could  lose  its
viability due to delays in the development or adoption of new development  or
adoption  of  new  standards  and protocols to handle  increased   levels  of
activity or due to increased governmental regulation.

     The   Internet  allows  marketers  to  collect  meaningful   demographic
information  and  feedback from consumers, and to  rapidly  respond  to  this
information with new messages. This offers a significant new opportunity  for
businesses to increase the effectiveness of their direct marketing campaigns.
In  traditional media, a significant portion of all advertising  budgets  are
spent  on  direct  marketing  because  of  its  effectiveness.  However,  the
effectiveness of direct marketing campaigns is dependent upon the quality  of
consumer  data used to develop and place complementary products, services  or
facilities  are developed and the Web becomes a viable commercial marketplace
in  the  long  term,  the  Company  might be required  to  incur  substantial
expenditures  in  order to adapt its products to changing  Web  technologies,
which could have a material adverse effect on the Company's business, results
of operations and financial condition.

(a)  e-Commerce and Direct Marketing.

     The Internet has become a significant marketplace for buying and selling
goods  and services. Industry estimates that the amount of goods or  services
purchased  in online consumer transactions will grow from approximately  $2.6
billion  in  1997  to approximately $37.5 billion in 2002.   Improvements  in
security,  interface  design  and transaction- processing  technologies  have
facilitated  an increase in online consumer transactions.  Early adopters  of
such  improvements include online merchants offering broad  product  catalogs
(such  as books, music CDs and toys), those seeking distribution efficiencies
(such as PCs, flowers and groceries) and those offering products and services
with  negotiable  pricing  (such as automobiles and mortgages).  The  Company
believes  that  as  the volume of online transactions increases,  traditional
retailers  will  offer a wide variety of products and services  online.   The
Company  believes that online companies provide businesses an opportunity  to
link Internet customers with like interests. The Internet allows marketers to
collect meaningful demographic information.

     The  Company's business strategy relies on advertising by and agreements
with  other  Internet  companies.  Any significant deterioration  in  general
economic conditions that adversely affected these companies could also have a
material adverse effect on the Company's business, results of operations  and
financial condition.

5)   Raw Materials and Suppliers

     The  Company is an Internet e-Commerce business, and thus does  not  use
any  raw  materials  or have any principal suppliers of  raw  materials.   6)
Customers   The  Company  believes that establishing  and  maintaining  brand
identity  is  a  critical  aspect of its efforts to  attract  new  customers,
Internet  traffic and advertising and commerce relationships.   In  order  to
attract  new customers, advertisers and commerce vendors, and in response  to
competitive  pressures,  the Company intends to  make  a  commitment  to  the
creation  and maintenance of brand loyalty among these groups.   The  Company
plans  to accomplish this, although not exclusively, through advertising  its
Web  site  through  the  various search engines,  through  other  Web  sites,
marketing its site to businesses/customers through e- mail, online media, and
other marketing and promotional efforts.

     There  can  be no assurance that brand promotion activities  will  yield
increased  revenues  or  that any such revenues  would  offset  the  expenses
incurred  by the Company in building its brands.  Further, there  can  be  no
assurance  that  any  new  users attracted to Stock Watch  Man  will  conduct

<PAGE>

transactions over StockWatchMan.com on a regular basis.  If the Company fails
to  promote  and  maintain  its brand or incurs substantial  expenses  in  an
attempt  to  promote and maintain its brand or if the Company's  existing  or
future  strategic  relationships  fail to  promote  the  Company's  brand  or
increase  brand awareness, the Company's business, results of operations  and
financial condition would be materially adversely affected.

7)     Patents,   Trademarks,  Licenses,  Franchises,  Concessions,   Royalty
Agreements, or Labor Contracts

     The  Company  regards substantial elements of its future  Web  site  and
underlying  infrastructure  and technology as  proprietary  and  attempts  to
protect  them  by  relying on trademark, service mark,  copyright  and  trade
secret  laws and restrictions on disclosure and transferring title and  other
methods.  The Company plans to enter into confidentiality agreements with its
future  employees, future suppliers and future consultants and in  connection
with its license agreements with third parties and generally seeks to control
access  to  and  distribution  of  its technology,  documentation  and  other
proprietary information.  Despite these precautions, it may be possible for a
third  party  to  copy or otherwise obtain and use the Company's  proprietary
information   without   authorization  or  to  develop   similar   technology
independently.

     Legal  standards relating to the validity, enforceability and  scope  of
protection  of certain proprietary rights in Internet-related businesses  are
uncertain and still evolving, and no assurance can be given as to the  future
viability or value of any of the Company's proprietary rights.  There can  be
no   assurance   that   the  steps  taken  by  the   Company   will   prevent
misappropriation or infringement of its proprietary information, which  could
have  a  material  adverse  effect  on the  Company's  business,  results  of
operations and financial condition. Litigation may be necessary in the future
to  enforce  the  Company's  intellectual property  rights,  to  protect  the
Company's  trade  secrets  or to determine the  validity  and  scope  of  the
proprietary  rights  of others. Such litigation might result  in  substantial
costs  and  diversion  of  resources and management attention.   Furthermore,
there  can  be no assurance that the Company's business activities  will  not
infringe  upon the proprietary rights of others, or that other  parties  will
not assert infringement claims against the Company, including claims that  by
directly  or indirectly providing hyperlink text links to Web sites  operated
by third parties.  Moreover, from time to time, the Company may be subject to
claims  of  alleged infringement by the Company or service  marks  and  other
intellectual property rights of third parties.  Such claims and any resultant
litigation,  should  it  occur,  might subject  the  Company  to  significant
liability  for  damages,  might  result  in  invalidation  of  the  Company's
proprietary  rights and, even if not meritorious, could result in substantial
costs  and diversion of resources and management attention and could  have  a
material adverse effect on the Company's business, results of operations  and
financial condition.

8)   Regulation

     The  law  relating  to  the liability of online companies  is  currently
unsettled. It is possible that claims could be made against online e-Commerce
companies  under  both United States and foreign law for  defamation,  libel,
invasion  of  privacy,  negligence, copyright or trademark  infringement,  or
other  theories based on the nature and content of the materials disseminated
through  their  Web site.  Several private lawsuits seeking  to  impose  such
liability upon other online companies are currently pending.

9)   Effect of Existing or Probable Government Regulations

     Government legislation has been proposed that imposes liability  for  or
prohibits the transmission over the Internet of certain types of information.
The  imposition  upon  the Company and other online  providers  of  potential
liability  for information carried on or disseminated through their  services
could  require  the Company to implement measures to reduce its  exposure  to
such liability, which may require the Company to expend substantial resources
and/or  to  discontinue certain service offerings. In addition, the increased
attention  focused  upon liability issues as a result of these  lawsuits  and
legislative proposals could impact the growth of Internet use.

<PAGE>

     The  Company does not believe that such regulations, which were  adopted
prior  to  the advent of the Internet, govern the operations of the Company's
business  nor  have  any  claims been filed by any state  implying  that  the
Company  is subject to such legislation. There can be no assurance,  however,
that  State government will not attempt to impose these regulations upon  the
Company  in  the  future or that such imposition will  not  have  a  material
adverse  effect  on  the  Company's  business,  results  of   operations  and
financial condition. Several States have also proposed legislation that would
limit the uses of personal user information gathered online or require online
services to establish privacy policies. The Federal Trade Commission has also
recently settled a proceeding with one online service regarding the manner in
which  personal  information is collected from users and  provided  to  third
parties.   Changes to existing laws or the passage of new legislation,  could
create  uncertainty  in  the marketplace that could  reduce  demand  for  the
services of the Company or increase the cost of doing business as a result of
litigation costs or increased service delivery costs, or could in some  other
manner  have a material adverse effect on the Company's business, results  of
operations  and  financial  condition.  In addition,  because  the  Company's
services  are accessible worldwide, and the Company may facilitate  sales  of
goods  to users worldwide, other jurisdictions may claim that the Company  is
required to qualify to do business as foreign corporation in particular state
or foreign country.

     Due  to  the  increasing popularity and use of the  Internet  and  other
online services, it is possible that a number of laws and regulations may  be
adopted with respect to the Internet or other online services covering issues
such as user privacy, freedom of expression, pricing, content and quality  of
products  and  services, taxation, advertising, intellectual property  rights
and information security.

     Any  new  legislation  or  regulation, or the  application  of  laws  or
regulations  from  jurisdictions whose laws do not  currently  apply  to  the
Company's  business,  for  third-party  activities  and  jurisdiction.    The
adoption  of  new laws or the application of existing laws may  decrease  the
growth  in  the use of the Internet, which could in turn decrease the  demand
for the Company's services, increase the Company's cost of doing business  or
otherwise  have a material adverse effect on the Company's business,  results
of operations and financial condition.

     The  Company does not believe that such regulations, which were  adopted
prior  to  the advent of the Internet, govern the operations of the Company's
business  nor  have  any  claims been filed by any state  implying  that  the
Company  is subject to such legislation. There can be no assurance,  however,
that  State government will not attempt to impose these regulations upon  the
Company  in  the  future or that such imposition will  not  have  a  material
adverse effect on the Company's business, results of operations and financial
condition.

10)  Research and Development Activities

     The  Company,  among other things, plans to develop and market  its  Web
site,  enhance its services, implement and execute its business and marketing
strategy  successfully, continue to develop and upgrade  its  technology  and
information-processing systems, meet the needs of a changing market,  provide
superior  customer service, respond to competitive developments and  attract,
integrate,  retain and motivate qualified personnel provided the company  can
generate sales and profit.

     The  Company  also needs to develop and identify financial services  and
perhaps ultimately products that achieve market acceptance by its users and e-
Commerce  customers.   There can be no assurance that any  Internet  company,
including StockWatchMan.com, will achieve market acceptance. Accordingly,  no
assurance  can be given that the Company's business model will be  successful
or  that  it  can  sustain revenue growth or be profitable.  The  market  for
Internet  products  is  new,  rapidly  developing  and  characterized  by  an
increasing  number of market entrants.  As is typical of any new and  rapidly
evolving  market,  demand  and  market  acceptance  for  recently  introduced
products  are  subject to a high level of uncertainty  and  risk.   Moreover,
because  this market is new and rapidly evolving, it is difficult to  predict
its future growth rate, if any, and its ultimate size. If the market fails to
develop,  develops  more  slowly  than expected  or  becomes  saturated  with
competitors,  or if the Company's products do not achieve or  sustain  market
acceptance,  the Company's business, results of operation may  be  materially
and adversely affected.

<PAGE>

     There   can  be  no  assurances  the  Company  will  be  successful   in
accomplishing  all of these things, and the failure to do  so  could  have  a
material adverse effect on the company's business, results of operations  and
financial condition.

11)  Impact of Environmental Laws

     The  Company  is not aware of any federal, state or local  environmental
laws which would effect is operations.

12)  Employees

     The  bulk  of  the Company's work at this developmental stage  is  being
performed  by the President of the company, who is working on developing  the
web site to provide research information and Chat rooms through the Internet.
He  is  utilizing the services of outside consultants to help with  technical
issues and development.  Therefore, the Company expects actual staffing needs
to be minimal.

     The  Company  currently has two (2) employees.  One  (1)  President  and
Chief  Executive  Officer (Steve Yeich); and one (1)  Vice  President,  Tracy
Yeich.  In  order to implement the aggressive business plan of  the  Company,
management recognizes that some additional staff may be required.

     Until  the Company can generate a profit on a regular basis, the Company
does not plan to pay its Officers.

     There  can  be no assurance that the Company will be able to retain  its
key managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in  the
future.    The  inability to attract and retain the technical and  managerial
personnel necessary to support the growth of the Company's business, due  to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results  of
operations and financial condition.

13)  Year 2000 Implications

     The  Year 2000 issue is the potential for system and processing failures
of  date-related data and the result of computer-controlled systems using two
digits rather than four to define the applicable year.  For example, computer
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000.  This could result in system failure
or  miscalculations causing disruptions of operations, including, among other
things,  a  temporary inability to process transaction  The  Company  may  be
affected  by Year 2000 issues related to non-compliant information technology
("IT") systems or non-IT systems operated by the Company or by third parties.

14)  The Industry & Potential Effect on the Company's Plan of Operations

     The  rapid  adoption  of the Internet as a means to gather  information,
communicate,   interact   and  be  entertained,  combined   with   the   vast
proliferation  of  Web  sites, has made the Internet an  important  new  mass
medium.  Industry estimates that the number of Web users exceeded 68  million
in  1997,  and  will grow to over 319 million by 2002.  The Internet  enables
advertisers to target advertising campaigns utilizing sophisticated databases
of  information on the users of various sites. As a result, the Internet  has
become  a  compelling  means to advertise and market products  and  services.
With  the volume of sites and vast abundance of information available on  the
Internet,  users  are  increasingly seeking an online  home  where  they  can
interact  with  others with similar interests and quickly  find  information,
products and services related to a particular interest or need.

     These  community  sites offer a single location where  users  can  build
their  personal  Web sites and place them among the sites  of  others  having
similar  interests.   In addition, community sites generally  offer  services
including  access  to  e-mail accounts, chat rooms, news,  and  entertainment
services,  among  other  features. By satisfying  the  needs  of  its  users,

<PAGE>

communities seek to establish a close relationship with their audience.  As a
result,  the Company believes that users tend to be loyal to and  spend  more
time  online  at  community  sites.  The Company  hopes  to  advertise  their
products at these community sites.

     The  market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and  frequent  new  product  introductions and  enhancements.   These  market
characteristics are exacerbated by the emerging nature of the market and  the
fact that many companies are expected to introduce new Internet products  and
services  in  the near future.  The Company's future success will  depend  in
part  on  its  ability to continually improve the performance,  features  and
reliability  of  the  site  in  response to  both  evolving  demands  of  the
marketplace and competitive product and service offerings; and, there can  be
no  assurance  that the Company will be successful in doing so.  Accordingly,
the  Company's future success will depend on its ability to adapt to  rapidly
changing  technologies,  to  adapt  to evolving  industry  standards  and  to
continually improve the performance, features and reliability of its  service
in response to competitive service and product offerings and evolving demands
of  the  marketplace.  The failure of the Company to adapt  to  such  changes
would  have  a material adverse effect on the Company's business, results  of
operations and financial condition.  In addition, the widespread adoption  of
new   Internet,  networking  or  telecommunications  technologies  or   other
technological changes could require substantial expenditures by  the  Company
to  modify  or  adapt  its services or infrastructure,  which  could  have  a
material adverse effect on the Company's business, results of operations  and
financial condition.

15)  Present Licensing Status

     None -- Not Applicable.

MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS  OF
OPERATIONS

     All  statements, trend analysis and other information contained in  this
Registration  relative to markets for the Company's products  and  trends  in
revenues,  gross  margin and anticipated expense levels,  as  well  as  other
statements  including  words  such  as  "believe,"  "anticipate,"   "expect,"
"estimate,"  "plan"  and  "intend" and other similar expressions,  constitute
forward-looking statements.  Those forward-looking statements are subject  to
business  and economic risks, and the Company's actual results of  operations
may  differ  from  those contained in the forward- looking  statements.   The
following discussion of the financial condition and results of operations  of
the  Company should also be read in conjunction with the Financial Statements
and Notes related thereto included elsewhere in this Registration.

Item 2.   Description of Property.

     The  Company has a primary contact office in Nevada.  The Nevada address
is:  1016  Howard  Avenue,  Las Vegas, Nevada   89104.   The  Company  office
facilities at this address is provided by one of the Officers of the  Company
at no cost to the Company.

Item 3.   Legal Proceedings.

     The company is not subject to any legal proceedings.

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

     Not Applicable.

PART II

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

     The  company  currently trades on the Pink sheets  as  of  approximately
November  16,  2000. From that time until December 31, 2000 the stock  traded
between the prices of about $.10 & $.20. The company has filed its Form  10SB
with  the SEC and received  a no comment letter regarding it. The application
with the NASD to move to the OTCBB is pending.

<PAGE>

     The  company has approximately 104 shareholders as of December  31,2000.
Two  of  the  shareholders  are  Beneficial shareholders,  Steve  Yeich,  the
President  and  Director,  owns 1,000,000 shares of  common  stock  and  Doug
Davidson owns 200,000 shares of common stock.

     The company currently pays no dividends and has no plans to do so in the
foreseeable future.

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

A.   Management's Plan of Operation

     Since its inception on February 27, 1997 through December 31, 2000,  the
Company  incurred  a  net loss of $30,951 from operations.   It  has  yet  to
receive any revenues from operations.

(A)  The Company is not having any current cash flow problems.

(B)    The  Company  needs  to  pay  for  professional  fees  for  securities
registration and financial audits.

(C)   The  Company's  management  believes its  cash  requirements  would  be
adequate  to begin its operations, develop and market a web site, and  become
an Internet financial information company.

     As  of  December 31, 2000, the Company had working capital  of  $11,419.
The  Company  anticipates  that they have enough  capital  to  implement  the
Company's  initial  plans  over the next twelve  (12)  months.   The  Company
recognizes  to  remain  a  going concern, it will need  to  raise  additional
capital  through a Regulation D, 505 or 506 offering, or the Company will  be
required to seek other sources of financing.  No guarantee can be given  that
the  Company  will be able to obtain other financing will  that  it  will  be
available,  if  required, or if available, will be  available  on  terms  and
conditions  satisfactory  to management.  The Company  has  prepared  audited
financial  statements as of December 31, 2000, reporting that the Company  is
in  the  development stage and its ability to establish itself as  a  growing
concern  is  dependent  upon the Company obtaining  sufficient  financing  to
continue  its  development activities and, ultimately, to achieve  profitable
operations.   There is no guarantee that any financing will be  available  to
the  Company,  or  if  available, will be available on terms  and  conditions
satisfactory to management.

     Stock  Watch  Man, Inc. is a developmental stage company.  It  does  not
anticipate  any  revenues  until it can find clients  and/or  advertisers  to
promote   and   market  their  products  through  the  Company's   Web   site
(www.StockWatchMan.com).

2)    No  engineering,  management or similar report  has  been  prepared  or
provided for external use by the Company in connection with the offer of  its
securities to the public.

3)    Management believes that the Company's future growth and  success  will
depend  on its ability to find products and service providers who will permit
financial  products to be sold over the Internet, and to find  customers  for
these products and services. The Company expects to continually evaluate  its
potential products to determine what additional products or enhancements  are
required  by the Internet marketplace.  The Company does not plan to  develop
products internally, but find suppliers who would be willing to sell,  market
or  license their products through the Company.  This can help avoid the time
and expense involved in developing actual products.

4)    The  Company currently does not expect to purchase or sell any  of  its
equipment, since it owns no equipment.  The computer equipment to be utilized
is equipment owned by the Officers of the Company.

<PAGE>



B.   Segment Data

     As  of  December  31, 2000, no sales revenue has been generated  by  the
Company.   Accordingly, no table showing percentage breakdown of  revenue  by
business segment or product line is included.


Item 7.   Financial Statements.

     See Index to Financial Statements and Financial Statement Schedules
appearing on Page F-1 through F-8 of this Form 10-KSB.

Item 8.   Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

None.

PART III

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

     The names, ages and positions of the Company's directors and executive
officers are as follows:
<TABLE>
Name              Age   Position
<S>              <C>   <C>
Steve Yeich       47    President, CEO, Director & Chairman of the Board
Tracy Yeich       46    Vice-President
</TABLE>
B.   Work Experience

     The company is led by Steve Yeich, President and CEO of Stock Watch Man,
Inc.,  Inc.  47  years  old,  he is a 1975 graduate  of  West  Chester  State
University with a degree in Education He founded the company and has acted as
management since inception.  He has worked with several companies in the area
of investor relations and as sales agent in several initial public offerings.
He  has  worked in the entertainment industry off and on since 1982.  He  has
been  a  freelance  writer for 15 years. His credits are varied  and  include
writing  jokes for various comedians, most notably Joan Rivers and Jay  Leno.
He  has  also freelanced for numerous advertising agencies in the writing  of
radio  and  TV  commercials, infomercials, industrial and  in  house  videos.
Additionally,  he  has written several TV scripts and sold  an  option  on  a
motion  picture as well as the writing of varied articles for newspapers  and
magazines. Recently he has written, produced, directed a how to video.

     Tracy Yeich is 46 years old.  She graduated from UNLV in 1976 where  she
achieved "High Distinction" with a degree in Political Science.  In 1976  she
also  attended  George Washington University while serving in a congressional
internship under then Senator Paul Laxalt.  From 1977 to 1994 she  worked  in
the  restaurant  business,  including management  of  an  upscale  Las  Vegas
restaurant.  From 1994 until present she has been the executive director of a
successful, non-profit, private school.

     Steve and Tracy Yeich are married.

Item 10.  Executive Compensation.

     Until  the Company can generate a profit on a regular basis, the Company
does not plan to pay its Officers and / or Directors.

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

     The  following  table  sets forth information as of  the  date  of  this
Registration  Statement certain information with respect  to  the  beneficial

<PAGE>

ownership  of  the Common Stock of the Company concerning stock ownership  by
(i)  each  director,  (ii) each executive officer, (iii)  the  directors  and
officers of the Company as a group, (iv) and each person known by the Company
to own beneficially more than five (5%) of the Common Stock. Unless otherwise
indicated,  the owners have sole voting and investment power with respect  to
their respective shares.
<TABLE>
                                                       No. of
                                             Date      Shares       % of
Name(1)                Type      Title     Acquired   Now Held      Total
<S>                  <C>       <C>        <C>        <C>         <C>
Steve Yeich (2)       Common   President    3/1/97     600,000      28.2%
Steve Yeich (2)       Common   President    8/2/99     400,000      18.8%
Tracy Yeich           Common   Secretary    3/1/97     100,000      4.7%
Doug Davidson         Common   Consultant   9/27/00    200,000      9.4%
All Executive Officers and                            1,100,000     51.7%
Directors as a Group (2 persons)
</TABLE>


(1)  Stock Watch man, Inc., 1016 Howard Avenue, Las Vegas, Nevada.
(2)   Mr. Yeich received 600,000 shares for services at a value of $0.001 and
purchased 400,000 at a price of $0.005 per share.

     Steven and Tracy Yeich are husband and wife.

B.   Persons Sharing Ownership of Control of Shares

     No  persons  other  than Steven Yeich, President/CEO  and  Tracy  Yeich,
Corporate  Secretary, Doug Davidson, Consultant, own shares or the  power  to
vote five percent (5%) or more of the Company's securities.

C.   Non-voting Securities and Principal Holders Thereof

     The Company has not issued any non-voting securities.

D.   Options, Warrants and Rights

     There  are no options, warrants or rights to purchase securities of  the
Company.

E.   Parents of Issuer

     Under  the  definition of parent, as including any  person  or  business
entity  who  controls substantially all (more than 80%)  of  the  issuers  of
common stock, the Company has no parents.

Item 12.  Certain Relationships and Related Transactions.

     None.

<PAGE>
Item 13.  Exhibits and Reports on Form 8-K.

     A list of exhibits required to be filed as part of this annual report is
set  forth in the index below and Immediately precedes such exhibits  and  is
incorporated herein by reference.

Exhibit Number      Name and / or Identification of Exhibit
3.(1)               Articles of Incorporation & By-Laws
(a)             Articles  of Incorporation of the Company Filed February  27,
1997
(b)            By-Laws of the Company adopted March 1, 1997
4.             Instruments Defining the Rights of Security Holders
               Those included in exhibit 3.
11.            Statement Re Computation of Per Share Earnings
               None.  Not Applicable.
               Computation  of  per share earnings can be clearly  determined
               from  the  Statement of Operation from the Company's financial
               statements.

23.            Consent of Experts and Counsel
                    Exhibit 23, G. Brad Beckstead, CPA

<PAGE>

                                 SIGNATURES

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

STOCK WATCH MAN, INC.                        DATED: MARCH 22, 2001



By:/s/ Steve Yeich
     Steve Yeich
     President


      Pursuant  to the requirements of the Securities Exchange Act  of  1934,
this  report has been signed below by the following persons on behalf of  the
registrant and in the capacities and on the dates indicated.

Signature                     Title                    Date

/s/ Steve Yeich          President/ Secretary          March 22, 2001
Steve Yeich
<PAGE>

TABLE OF CONTENTS


                                                       PAGE

Independent Auditor's Report                                    1

Balance Sheet                                                   2

Income Statement                                                3

Statement of Stockholders' Equity                               4

Statement of Cash Flows                                         5

Footnotes                                                       6
<PAGE>


G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)


INDEPENDENT AUDITOR'S REPORT

Board of Directors
Stock Watch Man, Inc.
Las Vegas, NV

I have audited the Balance Sheet of Stock Watch Man, Inc.(the "Company") (A
Development Stage Company), as of December 31, 2000 and 1999 and the related
Statements of Operations, Stockholders' Equity, and Cash Flows for the period
February 27, 1997 (Date of Inception) to December 31, 2000.  These financial
statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these financial statements based
on my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I 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 statement
presentation.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Stock Watch Man, Inc., (A
Development Stage Company), as of December 31, 2000 and 1999 and its results
of operations and cash flows for the period February 27, 1997 (Date of
Inception) to December 31, 2000, 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 have not commenced
planned principal operations.  This raises substantial doubt about its
ability to continue as a going concern.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


January 22, 2001

<PAGE>
<TABLE>
                            Stock Watch Man, Inc.
                        (a Development Stage Company)
                                Balance Sheet

                                              December 31,   December 31,
                                                  2000           1999
<S>                                          <C>             <C>
Assets

Current assets:
Cash                                               $ 11,419     $      670
Total current assets                                 11,419            670

Fixed assets, net                                       280            0 -

Organization costs, net                                                 98
Security deposit                                      2,250              -
$ 13,949                                          $     768

Liabilities and Stockholders' Equity

Stockholders' Equity:
Preferred stock, $0.001 par value,
10,000,000
shares authorized, zero shares issued and
outstanding                                               0              0
Common stock, $0.001 par value, 15,000,000
shares authorized,
2,127,500 and 1,400,000 shares issued and
outstanding
as of 12/31/00 and 12/31/99, respectively             2,128          1,400
Additional paid-in capital                           42,772          1,600
Deficit accumulated during development stage       (30,951)        (2,232)
Total stockholders' equity                           13,949            768

Total Liabilities and Stockholders' Equity         $ 13,949       $    768
</TABLE>
<PAGE>
<TABLE>

                            Stock Watch Man, Inc.
                        (a Development Stage Company)
                           Statement of Operations


                                                              February 27,
                                       Periods                    1997
                                        ended                 (Inception)
                                       December    December        to
                                         31,          31,     December 31,
                                         2000        1999         2000
<S>                                  <C>           <C>        <C>
Revenue                                    $   0        $   0        $ - 0

Expenses:
General administrative expenses           28,699        1,330       30,859
Depreciation and amortization                 20           36           92

Total expenses                            28,719        1,366       30,951


Net loss                               $(28,719)     $(1,366)    $(30,951)

Weighted average number of
common shares outstanding              2,127,500    1,400,000    2,127,500

Net loss per share                            $-           $-           $-
</TABLE>
<PAGE>
<TABLE>
                            Stock Watch Man, Inc.
                        (a Development Stage Company)
                Statement of Changes in Stockholders' Equity

                      Common Stock    Additiona   Deficit        Total
                    Shares    Amount      l      Accumulate  Stockholders'
                                       Paid-in       d          Equity
                                       Capital     During
                                                 Developmen
                                                     t
                                                   Stage
<S>               <C>        <C>      <C>       <C>         <C>
  March 1, 1997
  Issued for
  services and
  organization                                                       1,000
  costs             1,000,000  1,000           -          -

  Net loss
  February 27, 1997
  (inception to)
  December 31, 1997
                                                      (830)          (830)

  Balances as of
  December 31, 1997                                                    170
                    1,000,000  1,000           -      (830)

  Net loss
                                                       (36)           (36)

  Balance as of
  December 31, 1998                                                    134
                    1,000,000  1,000           -      (866)

  August 2, 1999
  Issued for cash                          1,600                     2,000
                      400,000    400

  Net loss
  December 31, 1999                                                (1,366)
                                                    (1,366)

  Balance as of
  December 31, 1999                        1,600                       768
                    1,400,000  1,400                (2,232)

  March 31, 2000
  Issued for cash
  pursuant to 504                         41,172                    41,700
  offering            527,500    528

  September 27,
  2000
  Issued for                                                           200
  services            200,000    200           -

  Net loss
  December 31, 2000                                               (28,719)
                                                   (28,719)

  Balace as of
  December 31, 2000                       42,772                    13,949
                    2,127,500  2,128               (30,951)
</TABLE>
<PAGE>
<TABLE>

                            Stock Watch Man, Inc.
                        (a Development Stage Company)
                           Statement of Cash Flows

                                     For the periods ended    February 27,
                                     December 31, December        1997
                                              31,            (Inception) to
                                      2000          1999      December 31,
                                                                  2000
<S>                                <C>           <C>        <C>
Cash flows from operating
activities
Net loss                           $   (28,719)  $   (1,366) $     (30,951)
Adjustments to reconcile net
income to net cash used
by operating activities:
Depreciation and amortization                20           36             92
(Increase) decrease in:
Organizational costs, net                    98            -              -
Security deposit                        (2,250)                     (2,250)
Net cash used by operating             (30,851)      (1,330)       (33,109)
activities

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

Cash flows from financing
activities
Issuance of common stock                    728          400          2,128
Additional paid-in capital               41,172        1,600         42,700
Net cash provided by financing           41,900        2,000         44,828
activities

Net increase in cash                     10,749          670         11,419
Cash - beginning                            670            -              -
Cash - ending                      $     11,419  $       670 $       11,419

Supplemental disclosures:
Interest paid                      $          -  $         - $            -
Income taxes paid                  $          -  $         - $            -

Non-cash financing activities:
Stock issued for services provided $        200  $         - $        1,200
to the company
Number of shares issued                 200,000                   1,200,000
                                                           -
</TABLE>
<PAGE>

                            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.  There  are  no
cash equivalents as of December 31, 2000.

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 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.

7.   The Company has adopted December 31 as its fiscal year end.

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 year ended December 31, 2000,
due to the net loss and no state income tax in Nevada.

<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.