SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934

                        Fiscal Year Ended April 30, 2000

                        Commission file number 000-27211

                      COLORADO COMMUNITY BROADCASTING, INC.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)


        Colorado                                      84-1469319
        --------                                      ----------
(State of incorporation)                    (I.R.S. Employer Identification No.)

             10200 W. 44th Avenue, Suite 400, Wheat Ridge, CO 80033
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 422-8127

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

                                  Common Stock
                               Title of each class

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days. Yes X No

Check if disclosure of delinquent  filers pursuant 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

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

There were 225,000  shares of the  Registrant's  common stock  outstanding as of
April 30, 2000.

The  aggregate  market value of the 25,000 shares of voting common stock held by
nonaffiliates of the Registrant is approximately $0 on April 30, 2000.


<PAGE>



                                TABLE OF CONTENTS

PART I

         Item 1.    Description of Business
         Item 2.   Description of Property
         Item 3.   Legal Proceedings
         Item 4.   Submission of Matters to a Vote of Security Holders

PART II

         Item 5.   Market for Common Equity and Related Stockholder Matters
         Item 6.   Management's Discussion and Analysis or Plan of Operation
         Item 7.   Financial Statements
         Item 8.   Changes in and Disagreements With Accountants on Accounting
                          and Financial Disclosure

PART III

         Item 9.   Directors, Executive Officers, Promoters and Control Persons;
                          Compliance with Section 16(a) of the Exchange Act
         Item 10. Executive Compensation
         Item 11. Security Ownership of Certain Beneficial Owners and Management
         Item 12. Certain Relationships and Related Transactions
         Item 13. Exhibits and Reports on Form 8-K

SIGNATURES




<PAGE>



                                     PART I

Item 1.  BUSINESS

         History


         Colorado  Community  Broadcasting,  Inc. (the  "Company") was formed on
         June 23,  1998.  The  Company  contracted  to  purchase  the low  power
         television license and station serving Estes Park, Colorado. It planned
         to  operate  the  station to  broadcast  local  programming  mixed with
         appropriate  national  programming.  The Company was unable to complete
         purchase arrangements and withdrew from the contract.

         The Company is now seeking  other low power  station  opportunities  in
         market areas in the western US. On April 17, 2000, the Company  entered
         into a Letter of Intent to purchase a low power  television  license of
         Station K68CW owned by County Service Area 29 in Lucerne, California.

         The essential terms of the Letter of Intent are as follows:

         1. The Company will purchase the Station for $40,000.

         2. The offer is contingent on a review and  acceptance of the frequency
         engineering and on site inspection of the equipment  installed to date.
         These  reviews  will be  colleted  within 30 days of the signing of the
         Agreement.  Within 10 days  following the execution of this  Agreement,
         the County  Service Area 29 will provide the Company with all available
         engineering  data related to the Station and all other data  reasonable
         required  by the  Company  in order for the  Company  to perform it due
         diligence.

         3. Within 10 days of the  acceptance  and execution of this  Agreement,
         the  Company  will  provide  the County  Service  Area 29 with proof of
         financial capability and a $4,000 non-refundable  deposit to a mutually
         acceptable  escrow account (the "Escrow Account") which will be applied
         to the purchase price at closing.

         4. Upon acceptance of the Agreement,  the Company will proceed with the
         drafting of a definitive purchase Agreement (the "Purchase  Agreement")
         with the intent that it is mutually  agreed to and signed  within sixty
         days and closing to occur ten days  thereafter  providing all approvals
         have been secured and all  conditions  of closing have been  satisfied,
         with the  exception of FCC  approvals.  The Company at its expense will
         apply for a change of location from the FCC.

         5. Upon  execution of the  Agreement and the approval of the FCC of the
         change of  location,  the Company will  deposit an  additional  $10,000
         deposit into the Escrow  Account  which will be applied to the purchase
         price.


<PAGE>


         6. Upon receipt of the second deposit, County Service Area 29 will seek
         permission  of the Federal  Communications  Commission  to transfer the
         ownership of the Station to the Company. Within thirty days of the said
         FCC  approval,  the  Company  will pay the County  Service  Area 29 the
         balance of $36,000.

         The Letter of Intent has been extended to October 31, 2000. The Company
         is continuing its review of pertinent information and data.

         There  has  been  no  financing,  cash or  equity,  arranged  for  this
         transaction.  The Company will seek financing from private sources once
         it develops a business plan to use the station.

         Financial Information About Industry Segments
         ---------------------------------------------

         See "Financial Statements and supplementary Data," Item 7 below.

         Narrative Description of Business
         ---------------------------------

         The Company does not now have any business operations.

         The Lower  Power  Television  Service  (LPTV)  was  established  by the
         Federal Communications Commission in 1982. It was primarily intended to
         provide opportunities for locally-oriented  television service in small
         communities,  both rural communities and individual  communities within
         larger urban areas.  LPTV  presents a less  expensive and very flexible
         means of delivering programming tailored to the interests of viewers in
         small localized areas, providing a means of local  self-expression.  In
         addition,  LPTV  has  created  opportunities  for  new  competitors  in
         television  broadcasting,  and  it  has  permitted  fuller  use  of the
         broadcast  spectrum.  The  Company  intends  to seek  other  low  power
         stations for acquisition.

         With their narrow geographic  coverage,  unaffiliated  status and local
         programming  focus,  low-power TV stations are playing an  increasingly
         important   role  in  today's   broadcasting   mix.   For   independent
         videomakers,  they present one of the most  exciting  opportunities  to
         come along since leased access cable.

         In the first calendar  quarter of 1999, the Company raised $24,500 in a
         private  placement.  For the period of 1998 through  date  hereof,  the
         Company  had no  revenues or  business.  The Company has no  commercial
         operations  as of date hereof.  The Company has no full-time  employees
         and owns no real estate.

         The Company's  current business plan is to seek,  investigate,  and, if
         warranted,  acquire  one or more low  power TV  stations  and to pursue
         other related  activities  intended to enhance  shareholder  value. The
         acquisition of a station may be made by purchase,  merger,  exchange of
         stock,  or otherwise,  and may encompass  assets or a business  entity,
         such as a corporation,  joint venture, or partnership.  The Company has
         minimal capital.


<PAGE>


         The Company intends to seek  opportunities  demonstrating the potential
         of long-term growth as opposed to short-term earnings.

         Low-power TV (LPTV) is relatively unused broadcast  category created by
         the  Federal  Communications  Commission  (FCC).  While  high-power  TV
         stations  boast large antennae and enough power to transmit many miles,
         their low-power counterparts have smaller antennae, less expensive gear
         and transmit  within a much more  limited  area. A typical LPTV station
         has a reach of between  five and twenty  miles.  Most  easily  cover an
         average city; many can reach entire counties.

         The local LPTV niche can actually  contain several  different  markets,
         especially in areas with diverse populations. For independent producers
         who want their  programming on LPTV, that local angle is critical.  The
         sorts of shows successfully  produced by independents for LPTV: special
         interest programming;  high school sports;  neighborhood call-in shows;
         regional real estate and legal advice shows; city and country political
         forums;  local  church  services;   community  arts  and  entertainment
         programs,  and a wide range of talk show formats  covering local issues
         not seen on  national  TV.  Low-power  TV opens  up  opportunities  for
         videomakers  to get their  programming  into a commercial  broadcasting
         environment.  Independent producers in markets where LPTV exists should
         definitely view it as potential sources to air their  programming,  now
         and in the future.

            LPTV Industry

         In March 1982,  the Federal  Communications  Commission  adopted  final
         rules with regard to the  establishment of a new  broadcasting  service
         called Low Power Television (LPTV),  which rules were effective on June
         7,  1983.  Beginning  in 1980,  the FCC  authorized  the FCC Mass Media
         Bureau to accept,  process and grant conditional  applications for LPTV
         stations  while rules were  finalized.  As of the date hereof there are
         approximately 2000 LPTV licenses which have been granted.

         Functioning in the same manner as full power (conventional)  television
         stations,  but without many of the regulatory burdens imposed upon full
         power television stations, LPTV stations are allowed to:

        o  Broadcast programs produced locally;
        o  Retransmit signals received via satellite;
        o  Broadcast advertisements;
        o  Broadcast encoded or "scrambled" signals for which viewers would have
           to lease or purchase decoding devices; and
        o  Broadcast  computerized  encoded data for business.

         LPTV  stations  can be built and can  operate at a lower cost than full
         service  stations  because  the  equipment  LPTV  stations  use is less
         expensive,  the relaxed rules for the service  enable staff costs to be
         reduced  and the costs of  electricity,  a major  budget  item for full
         power  television  stations,   are  lower  for  LPTV  stations.   Lower


<PAGE>


         construction  and  operating  costs will enable LPTV  stations to offer
         lower  advertising  rates.  In  addition,  while a company may only own
         seven full power  television  stations,  a company may own an unlimited
         number of LPTV stations.

         The FCC  currently  limits  the  power  of LPTV  stations  to 150 kw of
         effective  radiated power for UHF stations and 3 watts of power for VHF
         stations.  The  effect  of such  power  limitations  is to  reduce  the
         broadcast range, as compared with full power television  stations.  The
         effective  transmission  range of LPTV stations may be  anticipated  to
         extend 15 to 30 miles  depending  upon numerous  factors  including the
         topography of the area, channel selected, and the transmitter output.

         Before the  construction  of an LPTV station  begins,  the FCC requires
         that a construction  permit be granted.  From the date the construction
         permit is issued, the FCC requires that construction of an LPTV station
         must be completed and the station be operation  within three years.  If
         this deadline is not met, the  construction  permit must be turned back
         to the FCC. The FCC  envisions no  extensions  of time will be granted,
         the only possible exception being documented evidence of unforeseen and
         unavoidable  delay in delivery of  equipment  that was  contracted  for
         properly.  Construction of LPTV facilities,  including  acquisition and
         installation of equipment is in high demand,  and the Company will rely
         upon parties not within its control for equipment. Although the Company
         will endeavor to meet the construction  deadlines for any LPTV licenses
         it  obtains,  there is no  assurance  it will be able to do so,  or, if
         necessary, that it will be able to secure extensions of time.

         The operation of an LPTV station  depends upon a license  issued by the
         FCC and licenses  will only be granted  after a station is  constructed
         and operational.  Without such license,  the station cannot operate. An
         LPTV  license  will be  issued  for a  period  of eight  years.  At the
         expiration of this period,  the licensee will have to apply for renewal
         which,  if  granted,  would  extend the period for an  additional  five
         years.  The licensee is subject to the risk that its license may not be
         renewed.  Additionally,  the FCC has the  authority to revoke a license
         prior to its expiration for serious  misconduct and to assess  monetary
         forfeitures. Continuance of a license is dependent upon compliance with
         the laws and  regulations  relating to the operation of LPTV  stations.
         LPTV  is not a new  broadcast  service  having  existed  for 18  years.
         Renewals of licenses can be made for 8-year terms.

         All LPTV  stations  will  receive  secondary  spectrum  priority  only.
         Secondary  spectrum  priority  means  an LPTV  station  may  not  cause
         objectionable  interference to existing full power television stations.
         If  an  LPTV  station  does  cause  objectionable  interference,  it is
         responsible  for  eliminating  that  interference or it must go off the
         air. Further,  an existing LPTV station that would cause  objectionable
         interference to a new or proposed full power  television  station or to
         an existing  full power  television  station which seeks to improve its
         facility,  must cease operations or somehow eliminate the objectionable
         interference to the full power television station.

         The Communications  Act of 1934, as amended,  and the rules promulgated
         pursuant  thereto  require  that prior to the  transfer of control of a
         licensee, the proposed transfer must receive the approval of the FCC. A
         transfer  of control  can take place when any  individual  stockholder,


<PAGE>


         family  group or any group in  privity  gains or loses  affirmative  or
         negative control. Affirmative control means control of more than 50% of
         the voting stock;  negative  control consists of control exactly 50% of
         the voting  stock.  A transfer of control also is  effectuated  at such
         time  as 50% or  more  of the  stock  passes  out of the  hands  of the
         shareholders who held stock at the time the original  authorization for
         the construction permit was issued.  Therefore, if an LPTV construction
         permit is issued to the Company,  the Company must  establish  internal
         controls to monitor compliance with this requirement.


Item 2.  PROPERTIES
         ----------

         Facilities
         ----------

         The Company has no property. The Company does not currently maintain an
         office or any other  facilities.  It does currently  maintain a mailing
         address at 10200 W. 44th Avenue,  Suite 400, Wheat Ridge, CO 80033. The
         Company pays no rent for the use of this mailing  address.  The Company
         does not believe that it will need to maintain an office at any time in
         the  foreseeable  future in order to carry  out its plan of  operations
         described herein.

         Real Property
         -------------

         None

         Mineral Properties
         ------------------

         None

Item 3.  LEGAL PROCEEDINGS
         -----------------

         As of April 30,  2000,  the Company was neither a party nor were any of
its properties subject to any legal proceedings.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

     No matters  were  submitted  during the period  covered by this report to a
vote of security holders of the Company,  through the solicitation of proxies or
otherwise.


<PAGE>



                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

     As of the date of this  report,  there has been no trading or  quotation of
the Company's  common stock. The range of high and low trade quotations for each
fiscal  quarter  since the last report,  as reported by the  National  Quotation
Bureau Incorporated, was as follows:

                     2000                   High          Low
               First quarter                 *             *

                     1999                   High          Low
               First quarter                 *             *
               Second quarter                *             *
               Third quarter                 *             *
               Fourth quarter                *             *

                     1998                   High          Low
               First quarter                 *             *
               Second quarter                *             *
               Third quarter                 *             *
               Fourth quarter                *             *

                     1997                   High          Low
               First quarter                 *             *
               Second quarter                *             *
               Third quarter                 *             *
               Fourth quarter                *             *

* No quotations

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
mark-up,  mark-down,  or commission  and may not  necessarily  represent  actual
transactions.

         As of April 30,  2000,  there were 20 record  holders of the  Company's
common Stock.

         The Company has not  declared or paid any cash  dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.


<PAGE>


Item 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        ------------------------------------------------------------------------
OF OPERATIONS
-------------

         Financial Condition and Changes in Financial Condition
         ------------------------------------------------------

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

         The  Company  had  total  assets of  $19,804  in cash at  year-end  and
liabilities of $1,100. The Company has insufficient  assets and cash to carry on
any  operations  and will have to sell  stock or  borrow  money to  achieve  any
capital. The Company has no source for any such capital, whatsoever.

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

Year ended April 30, 2000 compared to year ended April 30, 2000.

The Company had no revenues  or  operations  for the year ended April 30,  2000.
While the company  sought  business  opportunities  in the low power  television
station business in the year, its attempts to acquire any were unsuccessful. The
company incurred $5,253 in administrative  expenses in year ended April 30, 2000
compared to $2,793 in the year ended April 30, 1999.

In the year ended April 30, 2000,  the Company had on operating loss of ($5,253)
compared to the prior year's loss of ($2,793).  Net loss per share in year ended
April 30, 2000 was ($.02) per share  compared to a loss in the prior fiscal year
of ($.01) per share.

Year 2000 Issues

Year 2000 problems result primarily from the inability of some computer software
to property store,  recall,  or use data after December 31, 1999. These problems
may affect many  computers  and other  devices  that contain  embedded  computer
chips. The Company's operations,  however, do not rely on information technology
(IT)  systems.  Accordingly,  the  Company  does not believe it will be material
affected by Year 2000 problems.

The Company  relies on non-IT  systems that may suffer from Year 2000  problems,
including  telephone systems and facsimile and other office machines.  Moreover,
the Company relies on third-parties that may suffer from Year 2000 problems that
could affect the Company's operations, including banks, oil field operators, and
utilities.  In light of the  Company's  substantially  reduced  operations,  the
Company  does not believe  that such  non-IT  systems or  third-party  Year 2000
problems  will  affect  the  Company  in a  manner  that  is  different  or more
substantial  than such problems  affect other  similarly  situated  companies or
industry  generally.  Consequently,  the Company  does not  currently  intend to
conduct a readiness  assessment  of Year 2000  problems or to develop a detailed
contingency plan with respect to Year 2000 problems that may affect the Company.



<PAGE>



Item 7.  Financial Statements and Supplementary Data
         -------------------------------------------

                  Please refer to pages F-1 through F-7.

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

         In  connection  with  audits of two most  recent  fiscal  years and any
interim period preceding  resignation,  no  disagreements  exist with any former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the  satisfaction of the former  accountant would have caused him to
make  reference  in  connection  with his  report to the  subject  matter of the
disagreement(s).

         The principal  accountants' reports on the financial statements for any
of the past two years  contained no adverse  opinion or a disclaimer  of opinion
nor was  qualified as to  uncertainty,  audit scope,  or  accounting  principles
except for the "going concern" qualification.


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant and Compliance with
         -----------------------------------------------------------------------
         Section 16(a)
         -------------

The directors and executive officers of the Company as of April 30, 2000, are as
follows:

       Name              Age        Position                           Term
       ----              ---        --------                           ----

Victor F. Mantecon       51         President and Director             Annual
Adelisa Shwayder         61         Secretary/Treasurer and Director   Annual
Wesley F. Whiting        66         Director                           Annual

         Victor F. Mantecon,  President and Director, has been in Hispanic media
for all his professional  career,  having begun his career as a Spanish language
radio  announcer  on KCUL-FM in 1965.  In 1965,  a Dallas  radio  station  began
broadcasting eight hours of Spanish programming daily. Over the next five years,
Mr. Mantecon  served in the development of the station,  both in programming and
marketing,  under the direction of Marcos Rodriguez, Sr., who in 1976 bought the
station changed the name to KESS FM, and established the first  twenty-four hour
Spanish radio station in the Metroplex.  Over the next ten years,  Mr.  Mantecon
developed an experience in all phases of Spanish radio: programming, operations,
marketing, and became station manager of both KESS, and its sister station KRVA.
In 1981-82,  Mr.  Mantecon later moved to station KTIA as GM for two years,  and
four years manager of KUQQ AM (1983-1987,  the first English delivery  bilingual
format in the country.  Mr.  Mantecon is  currently  is  currently  president of
Hispano Independent Television (HIT-TV) since 1999), involved in the creation of
the first  bilingual  Television  network in the U.S.,  and the  acquisition  of
television  properties in high density  Hispanic  markets.  He served as general
manager of Raylo  Television,  the first Univision network feed in the metroplex
on  Channel  33  (1981-1982).  He began  Association  with  Mision  Products  as
producers of Buenos Dias Dallas-Fort Worth, the first daily live morning show on


<PAGE>


the Univision affiliate Ch 23, (November  19991-June 1993). The show was changed
to De Todo Un Poco  in  September,  1993).  1993  when  it  began  airing  as an
afternoon show at 5:00 p.m.

            Adelisa  Shwayder,  Secretary and  Director,  received a BS from the
University of Puerto Rico and an MS from Stanford University. She is currently a
school  psychologist  for the Denver Public School system.  She was previously a
school psychologist for Arlington County Virginia and the Illinois Department of
Child Development.

     Wesley  Whiting,  Director,  Mr.  Whiting  was  President,   director,  and
secretary of Berge Exploration,  Inc.  (1978-88) and president,  vice president,
and director of NELX, Inc.  (1994-1998),  and was vice president and director of
Intermountain   Methane  Corporation   (1988-91),   and  president  of  Westwind
Production,  Inc.  (1997-1998).  He was a director of Kimbell deCar  Corporation
1998 to 2000, and he has been President and a director of Dynadapt System,  Inc.
since 1998, and JNS Marketing, Inc. since 1999.

         No  appointee  for a director  position  has been  subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

         The term of office of each director and  executive  officer ends at, or
immediately  after,  the next annual  meeting of  shareholders  of the  Company.
Except as otherwise indicated,  no organization by which any director or officer
has been  previously  employed  is an  affiliate,  parent or  subsidiary  of the
Company.

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors,  and persons who
own more than 10% of a registered class of the Company's equity  securities,  to
file reports of ownership  and changes in ownership of equity  securities of the
Company  with the  Securities  and  Exchange  Commission  and NASDAQ.  Officers,
directors and  greater-than  10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.

         1.  The following people did not file reports under  Section 16(a) dur-
             ing the most recent fiscal year:

         a.  Victor F. Mantecone       President and Director
         b.  Adelisa Shwayder          Secretary and Director
         c.  Wesley F. Whiting         Director


<PAGE>



         2.       For each person, listed by subparagraph letter above:

Number of late              Number of                 Known failures
reports                     transactions not          to file forms required
                            reported on a
                            timely basis
--------------              ----------------          ----------------------

a.       1                          none                                1

b.       1                          none                                1

c.       1                          none                                1

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

         The  Company  accrued a total of $0 in  compensation  to the  executive
officers  as a group for  services  rendered  to the  Company in all  capacities
during the fiscal year ended April 30, 2000. No one executive  officer received,
or has  accrued  for his  benefit,  in excess of $60,000  for the year.  No cash
bonuses were or are to be paid to such persons.

<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                    ----------------------------------------
<S>                      <C>       <C>        <C>           <C>                     <C>                    <C>

                                    Annual Compensation                         Awards
Name and Principal                                                                                         Securities
Position                           Salary     Bonus ($)     Other Annual            Restricted Stock       Underlying
                         Year      ($)                      Compensation ($)        Award(s)($)            Options/SARs(#)
------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------
Victor F. Mantecon,                0          0             0                       0                      0
President                2000
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1999      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1998      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------


------------------------ --------- ---------- ------------- ----------------------- ---------------------- ----------------------
Adelisa Shwayder,                  0          0             0                       0                      0
Secretary                2000
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1999      0          0             0                       0                      0
                         --------- ---------- ------------- ----------------------- ---------------------- ----------------------

                         1998      0          0             0                       0                      0
======================== ========= ========== ============= ======================= ====================== ======================

</TABLE>

         The Company has no employee incentive stock option plan.

         There are no plans pursuant to which cash or non-cash  compensation was
paid or  distributed  during the last fiscal year,  or is proposed to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal


<PAGE>


year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.

         Option/SAR Grants Table (None)

          Aggregated  Option/SAR  Exercises  in  Last  Fiscal  Year  and  FY-End
          Option/SAR value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)


<PAGE>
<TABLE>
<CAPTION>

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
                   ------------------------------------------

(Except for  compensation of Officers who are also Directors which  Compensation
is listed in Summary Compensation Table of Executives)
<S>                               <C>               <C>            <C>                   <C>           <C>

                                    Cash Compensation                  Security Grants
Name                              Annual Retainer   Meeting Fees   Consulting            Number of     Number of Securities
                                  Fees ($)          ($)            Fees/Other Fees ($)   Shares (#)    Underlying Options/SARs(#)
--------------------------------- ----------------- -------------- --------------------- ------------- -----------------------------
A. Director                       0                 0              0                     0             0
Victor F. Mantecon
B. Director                       0                 0              0                     0             0
Adelisa Shwayder
C. Director                       0                 0              0                     0             0
Wesley F. Whiting

</TABLE>

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

         The following table sets forth information,  as of April 30, 2000, with
respect to the  beneficial  ownership of the Company's no par value common stock
by each person known by the Company to be the beneficial owner of more than five
percent of the outstanding common stock.

                                             Number of           Percentage of
                  Name                     Shares Owned              Class
-------------------------------------- --------------------- -------------------
Victor F. Mantecon                                     0                  0
Adelisa Shwayder                                 200,000                88%
Wesley F. Whiting                                      0                  0
Officers and Directors as a group                200,000                88%



<PAGE>


                                     PART IV
                                     -------

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

For  information  concerning  restrictions  that are imposed upon the securities
held by current  stockholders,  and the responsibilities of such stockholders to
comply with federal securities laws in the disposition of such Common Stock, see
"Risk Factors - Rule 144 Sales."

No officer,  director,  or  affiliate of the Company has or proposes to have any
direct or indirect material interest in any asset proposed to be acquired by the
Company through security holdings, contracts, options, or otherwise.

The Company has adopted a policy under which any consulting or finder's fee that
may be paid to a third  party or  affiliate  for  consulting  services to assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock or in cash.  Any such  issuance of stock would be made on an ad hoc basis.
Accordingly,  the Company is unable to predict  whether or in what amount such a
stock issuance might be made.

Although there is no current plan in existence,  it is possible that the Company
will adopt a plan to pay or accrue  compensation  to its officers and  directors
for services related to seeking business  opportunities  and completing a merger
or acquisition transaction.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

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

There were no  transactions or series of  transactions  during the  Registrant's
last  fiscal  year  or  the  current  fiscal  year,  or any  currently  proposed
transactions  or series of  transactions of the remainder of the fiscal year, in
which the amount  involved  exceeds $60,000 and in which to the knowledge of the
Registrant,  any director,  executive officer,  nominee,  future director,  five
percent  shareholder,  or any member of the  immediate  family of the  foregoing
persons, have or will have a direct or indirect material interest.


<PAGE>


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

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K:  None

                  2.       Exhibits:


                                      INDEX
Regulation
S-K Number               Exhibit                              Page Number

3.1               Articles of Incorporation           *Incorporated by reference
                                                      to Registration Statement
                                                      #000-27211

3.2               Bylaws                              *Incorporated by reference
                                                      to Registration Statement
                                                      #000-27211

10.1              Letter of Intent for Station K68CW  18

27.1              Financial Data Schedule             F-1 - F-7


<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 its
behalf by the undersigned, thereunto duly authorized.

                                       COLORADO COMMUNITY BROADCASTING, INC.
                                       (Registrant)

Date:  October 10, 2000

                                        /s/ Victor F. Mantecon
                                       -----------------------------------------
                                       Victor F. Mantecon, President
<PAGE>

                      COLORADO COMMUNITY BROADCASTING, INC.
                          (A Development Stage Company)

                              Financial Statements
           For the Period March 16, 1998 (Inception) to April 30, 2000



<PAGE>



                           Michael Johnson & Co., LLC
                           9175 E. Kenyon Ave., #100
                                Denver, CO 80237
                           Telephone: (303) 796-0099
                              Fax: (303) 796-0137



                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors of
Colorado Community Broadcasting, Inc.
Wheat Ridge, Colorado


We  have  audited  the  accompanying   balance  sheets  of  Colorado   Community
Broadcasting,  Inc. as of April 30, 2000 and 1999, and the related statements of
operations,  changes in stockholders'  equity, and cash flows for the years then
ended and for the  period  March 16,  1998 to April 30,  2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the financial  statement is free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the   financial   position  of  Colorado   Community
Broadcasting,  Inc.,  as of April  30,  2000 and 1999 and the  results  of their
operations  and their cash flows for the years ended April 30, 2000 and 1999 and
for the period March 16, 1998  (inception) to April 30, 2000 in conformity  with
generally accepted accounting principles.



/s/ Michael Johnson & Co., LLC
Denver, Colorado
May 2, 2000



<PAGE>

<TABLE>
<CAPTION>


                     COLORADO COMMUNITY BROADCASTING, INC.
                         (A Development Stage Company)
                                 Balance Sheets
                                   April 30,
<S>                                                                        <C>                <C>


                                                                            2000               1999
                                                                         ------------      -------------
ASSETS:
  Cash                                                                      $ 19,804           $ 15,057
                                                                         ------------      -------------

TOTAL ASSETS                                                                $ 19,804           $ 15,057
                                                                         ============      =============


LIABILITIES AND STOCKHOLDERS' EQUITY:

Liabilities:
  Accounts Payable                                                               $ -              $ 250
  Short-term Borrowings from Shareholders                                      1,100              1,100
                                                                         ------------      -------------
TOTAL CURRENT LIABILITIES                                                      1,100              1,350
                                                                         ------------      -------------

Stockholders' Equity:
  Common stock, $.0001 par value, 100,000,000
    shares authorized, 225,000 shares issued and outstanding                      22                 22
  Additional paid-in capital                                                  26,978             26,978
  Subscription receivable                                                       (250)           (10,500)
  Deficit accumulated during the development stage                            (8,046)            (2,793)
                                                                         ------------      -------------
Total Stockholders' Equity                                                    18,704             13,707
                                                                         ------------      -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ 19,804           $ 15,057
                                                                         ============      =============

</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

                     COLORADO COMMUNITY BROADCASTING, INC.
                         (A Development Stage Company)
                            Statement of Operations

<S>                                          <C>               <C>              <C>

                                           For the           For the          March 16, 1998
                                         Year Ended         Year Ended        (Inception) thru
                                          April 30,         April 30,         April 30,
                                            2000               1999              2000
                                        --------------     -------------    --------------


INCOME                                            $ -               $ -               $ -


OPERATING EXPENSES:
Professional Fees                               3,590             2,000             5,590
Bank Charges                                       15                80                95
Telephone                                           -                50                50
Entertainment                                       -                38                38
Travel                                          1,648               625             2,273
                                        --------------     -------------    --------------
Total Operating Expenses                        5,253             2,793             8,046
                                        --------------     -------------    --------------

Net Loss from Operations                     $ (5,253)         $ (2,793)         $ (8,046)
                                        ==============     =============    ==============
Weighted average number of
  shares outstanding                          225,000           112,500
                                        ==============     =============

Net Loss Per Share                            $ (0.02)          $ (0.01)
                                        ==============     =============

</TABLE>

  The accompanying notes are an integral part of these financials statements.

<PAGE>

<TABLE>
<CAPTION>


                                     COLORADO COMMUNITY BROADCASTING, INC.
                                         (A Development Stage Company)
                                 Statements of Changes in Stockholders' Equity
                                For the Period March 16, 1998 to April 30, 2000

<S>                                       <C>            <C>        <C>             <C>            <C>            <C>

                                                                                                     Deficit
                                                                                                    Accumulated
                                                                    Additional                     During the
                                               Common Stock           Paid-In      Subcription      Development
                                            Shares       Amount       Capital      Receivable         Stage         Totals
                                            ------       ------       -------      ----------         -----         ------

Balance -  March 16, 1998                        -         $ -           $ -             $ -            $ -            $ -
                                           -------      ------       -------         --------       --------      ---------
Balance - April 30, 1998                         -           -             -               -              -              -
                                           -------      ------       -------         --------       --------      ---------
Stock issued for services                  200,000          20         1,980               -              -          2,000
Stock issued for cash                       25,000           2        24,998         (10,500)             -         14,500
Net loss for year                                -           -             -               -         (2,793)        (2,793)
                                           -------      ------       -------         --------       --------      ---------
Balance -   April 30, 1999                 225,000          22        26,978         (10,500)        (2,793)        13,707
                                           -------      ------       -------         --------       --------      ---------
Cash payment of subcription receivable           -           -             -          10,250              -         10,250
Net loss for year                                -           -             -               -         (5,253)        (5,253)
                                           -------      ------       -------         --------       --------      ---------
Balance -   April 30, 2000                 225,000        $ 22       $26,978          $ (250)       $(8,046)       $18,704
                                           =======      ======       =======         ========       ========      =========


</TABLE>


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

<PAGE>

<TABLE>
<CAPTION>


                                             COLORADO COMMUNITY BROADCASTING, INC.
                                                 (A Development Stage Company)
                                                    Statements of Cash Flows

<S>                                                                 <C>              <C>              <C>

                                                                  For the           For the       March 16, 1998
                                                                Year Ended          Year Ended    (Inception) thru
                                                                 April 30,         April 30,      April 30,
                                                                   2000               1999           2000
                                                              ----------------    -------------   --------------

Cash Flows From Operating Activities:
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Net (Loss)                                                         $ (5,253)        $ (2,793)        $ (8,046)
    Non-cash item included in loss:
      Stock issued for services                                             -            2,000            2,000
   Changes in assets and liabilities:
    Increase in  Accrued Expenses                                        (250)             250                -
                                                              ----------------    -------------   --------------
                                                                         (250)             250                -
                                                              ----------------    -------------   --------------
Net Cash Used in Operating Activities                                  (5,503)            (543)          (6,046)
                                                              ----------------    -------------   --------------

Cash Flow From Financing Activities:
  Proceeds from Short-Term Borrowings                                       -            1,100            1,100
  Issuance of Common Stock                                             10,250           14,500           24,750
                                                              ----------------    -------------   --------------
Net Cash Provided By Financing Activites                               10,250           15,600           25,850
                                                              ----------------    -------------   --------------

Increase (Decrease) in Cash                                             4,747           15,057           19,804

Cash and Cash Equivalents - Beginning of period                        15,057                -                -
                                                              ----------------    -------------   --------------

Cash and Cash Equivalents - End of period                            $ 19,804         $ 15,057         $ 19,804
                                                              ================    =============   ==============



Supplemental Cash Flow Information:
  Cash paid for :
  Interest paid                                                           $ -              $ -              $ -
                                                              ================    =============   ==============
  Taxes paid                                                              $ -              $ -              $ -
                                                              ================    =============   ==============

</TABLE>

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

<PAGE>


                      COLORADO COMMUNITY BROADCASTING, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 April 30, 2000

Note 1 - Organization and Summary of Significant Accounting Policies:
         -----------------------------------------------------------

         Organization:
         ------------

         Colorado Community Broadcasting,  Inc. (the "Company") was incorporated
         on March 16,  1998 in the state of  Colorado.  The Company is primarily
         engaged  in raising  capital funds  from investors and  contracting  to
         purchase a low power television license and station.

         The Company fiscal year end is April 30.

         Basis of Presentation - Development Stage Company
         -------------------------------------------------

         The Company has not earned  significant  revenue from planned principal
         operations.  Accordingly,  the Company's activities have been accounted
         for as  those  of a  "Development  Stage  Enterprise"  as set  forth in
         Financial  Accounting Standards Board Statement No. 7 ("SFAS 7"). Among
         the  disclosures  required by SFAS 7 are that the  Company's  financial
         statements be identified as those of a development  stage company,  and
         that the statements of operations,  stockholders' equity and cash flows
         disclose activity since the date of the Company's inception.

         Basis of Accounting:
         -------------------

         The accompanying financial statements have been prepared on the accrual
         basis of accounting in accordance  with generally  accepted  accounting
         principles.

         Cash and Cash Equivalents:
         -------------------------

         The Company  considers all highly-liquid  debt  instruments,  purchased
         with an original maturity of three months, to be cash equivalents.

         Use of estimates:
         ----------------

         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
         from those estimates.

         Net Loss Per Share:
         ------------------

         Net loss  per  share  has been  computed  by  dividing  net loss by the
         weighted average number of common shares and equivalents outstanding.

         Stock Subscription:
         ------------------

         The  Company  records  a  stock   subscription  once  the  Subscription
         Agreement is accepted.

<PAGE>


                      COLORADO COMMUNITY BROADCASTING, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 April 30, 2000


         Income Taxes:
         ------------

         The  Company  accounts  for  income  taxes  under SFAS No.  109,  which
         requires  the asset and  liability  approach to  accounting  for income
         taxes. Under this approach,  deferred income taxes are determined based
         upon differences  between the financial  statement and tax bases of the
         Company's assets and liabilities and operating loss carryforwards using
         enacted tax rates in effect for the years in which the  differences are
         expected to reverse.  Deferred tax assets are  recognized if it is more
         likely than not that the future tax benefit will be realized.

         Fair Value of Financial Instruments
         -----------------------------------

         The carrying amount of cash, accounts payable, and accrued expenses are
         considered to be representative of their respective fair values because
         of the short-term nature of these financial instruments.

Note 2 - Capital Stock Transactions
         --------------------------

         The authorized  capital stock of the Company is  100,000,000  shares of
         common stock at $.0001 par value. The Company has issued 225,000 shares
         to sixteen  individuals  for $25,000  cash and services as of April 30,
         2000.

Note 3 - Income Taxes
         ------------

         There has been no provision for U.S. federal,  state, or foreign income
         taxes for any period  because the Company  has  incurred  losses in all
         periods and for all jurisdictions.

         Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes. Significant components of deferred tax assets are as follows:

         Deferred tax assets
            Net operating loss carryforwards                   $8,046
            Valuation allowance for deferred tax assets        (8,046)
                                                               -------
         Net deferred tax assets                               $     -
                                                               =======

         Realization of deferred tax assets is dependent  upon future  earnings,
         if any, the timing and amount of which are uncertain.  Accordingly, the
         net  deferred  tax  assets  have  been  fully  offset  by  a  valuation
         allowance.  As of April 30, 2000,  the Company had net  operating  loss
         carryforwards of approximately  $8,046 for federal income tax purposes.
         These carryforwards,  if not utilized to offset taxable income begin to
         expire in 2113. Utilization of the net operating loss may be subject to
         substantial  annual limitation due to the ownership change  limitations
         provided by the Internal Revenue Code and similar state provisions. The
         annual  limitation  could result in the expiration of the net operating
         loss before utilization.

Note 4 - Short-Term Borrowings
         ---------------------

         Officers of the Company have provided services and advanced cash to the
         Company for operations. These advances are unsecured, bear no interest,
         and due on demand.