U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



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

     For the fiscal year ended December 31, 1999
                               -----------------

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

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

                               Commission File No.
                                   -----------
                                     0-27305


                           COMSTOCK COAL COMPANY, INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

           UTAH                                              87-0627421
         --------                                           ------------

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


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


                           COMSTOCK COAL COMPANY, INC.
                                  -------------

          (Former Name or Former Address, if changed since last Report)
                       311 South State Street, Suite 410
                           Salt Lake City, Utah 84111


Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   Common


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

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


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

            State            Issuer's  revenues for its most recent fiscal year:
                             December 31, 1999 - $0.

<PAGE>

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

     December 31, 1999 - $53.  There are  approximately  53,000 shares of common
voting stock of the Company not held by  affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past five years,  the
Company has arbitrarily valued these shares at par value of $0.001 per share.

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


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                                 JANUARY 20, 2000
                                    2,398,000

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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

                                     PART I

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

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

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

     Comstock Coal Company, Inc. (the "Company") was organized under the laws of
the State of Utah on July 28, 1977, to own, mine,  sell, lease or otherwise deal
with coal and other  mineral and natural  resources  and all matters  related or
ancillary  thereto and to do all things and engage in all  lawfull  transactions
which a  corporation  organized  under the laws of the State of Utah might do or
engage in, even though not expressly stated therein.

     The Company's  initial  authorized  capital was  $50,000.00,  consisting of
1,000,000 shares of five cent ($0.05) par value common voting stock.

     On April 30, 1999, the Articles of Incorporation  were amended to reflect a
10 to 1 reverse  split of the Company's issued and outstanding common stock.

     On August 3, 1999, the Articles of Incorporation  were amended to reflect a
an  increase  in the  authorized  shares of  common  stock to  100,000,000  from
1,000,000, with the par value changing from ($0.05) to ($0.001).

     On April 6, 1999, the Company was  reinstated  with the State of Utah after
being  involuntarily  dissolved on March 31, 1986, for failure to file an annual
report.


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

Business.
---------

      Other than the  above-referenced  matters and  seeking  and  investigating
potential  assets,  property or  businesses  to acquire,  the Company has had no
material business  operations for over ten years. To the extent that the Company
intends to continue to seek the acquisition of assets, property or business that
may benefit the Company and its stockholders,  it is essentially a "blank check"
company.  Because the Company has no assets and  conducts no material  business,
management anticipates that any such venture would require it to issue shares of
its common  stock as the sole  consideration  to acquire the  venture.  This may
result in  substantial  dilution  of the  shares of  current  stockholders.  The
Company's  Board of  Directors  shall  make the final  determination  whether to
complete  any such  venture;  the  approval of  stockholders  will not be sought
unless  required by  applicable  laws,  rules and  regulations,  its Articles of
Incorporation  or Bylaws,  or contract.  The Company makes no assurance that any
future enterprise will be profitable or successful.
<PAGE>

     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business or company.  The Company  does not intend to restrict its search
to any particular business or industry,  and the areas in which it will seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely  limited,  and may be  restricted  to entities who desire to
avoid what  these  entities  may deem to be the  adverse  factors  related to an
initial public  offering  ("IPO").  The most prevalent of these factors  include
substantial  time  requirements,  legal and accounting  costs,  the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the  inability to obtain the  required  financial  statements  for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting  to  between  80% and 95% of the  outstanding  shares  of the  Company
following the completion of any such  transaction;  accordingly,  investments in
any such private  entity,  if available,  would be much more  favorable than any
investment in the Company.

     Although  the  Company  has not  communicated  with any other  entity  with
respect to any  potential  merger or  acquisition  transaction,  management  has
determined to file this Registration Statement on a voluntary basis. In order to
have  stock  quotations  for its common  stock on the  National  Association  of
Securities Dealers' Automated  Quotation System ("NASDAQ"),  an issuer must have
such  securities  registered  under the  Securities and Exchange Act of 1934, as
amended  (the  "1934  Act").  Upon  the  effective  date  of  this  Registration
Statement, the Company's common stock will become registered for purposes of the
1934 Act. Management believes that this will make the Company more desirable for
entities  that  may  be  interested  in  engaging  in a  merger  or  acquisition
transaction.  To the extent that  management  deems it advisable or necessary to
maintain a quotation of its common stock on any securities  market,  the Company
will  voluntarily file periodic reports in the event its obligation to file such
reports is terminated under the 1934 Act. Further,  the National  Association of
Securities  Dealers,   Inc.  (the  "NASD")  requires  that  all  "non-reporting"
companies  whose  shares of common  stock are quoted on the NASD's OTC  Bulletin
Board be dropped.

     In the event that the Company  engages in any  transaction  resulting  in a
change of control of the  Company  and/or the  acquisition  of a  business,  the
Company will be required to file with the  Commission  a Current  Report on Form
8-K within 15 days of such  transaction.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired,  as well as pro
forma financial  information  consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.


<PAGE>
     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors  which are  difficult,  if not  impossible,  to properly  or  accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel  of the entity  sponsoring  any business  opportunity  afforded to the
Company,  visit and inspect material facilities,  obtain independent analysis or
verification  of  information   provided  and  gathered,   check  references  of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may be limited.

        The  Company  is  unable  to  predict  the time as to when and if it may
actually participate in any specific business endeavor.  The Company anticipates
that proposed  business  ventures will be made available to it through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such individuals.

     Although the Company has not identified any potential  acquisition  target,
the possibility  exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership  interest;  a transaction of this type
would create a conflict of interest for such a person.  Current  Company  policy
does not prohibit such  transactions.  Because no such  transaction is currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

     Any finder's fee would be negotiated  once a prospective  merger  candidate
has been  identified.  Typically,  a finder's  fee is based  upon a  percentage,
ranging from 5% to 15% of the fees described above.

     None of the Company's directors,  executive officers or promoters, or their
affiliates or associates,  has had any negotiations with any  representatives of
the  owners  of  any  business  or  company  regarding  the  possibility  of  an
acquisition or merger  transaction  with the Company.  Nor are there any present
plans, proposals, arrangements or understandings with any such persons regarding
the possibility of any acquisition or merger involving the Company.


<PAGE>

Principal Products and Services.
--------------------------------

     The  limited  business  operations  of the  Company,  as now  contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the  Company  are to  manage  its  current  limited  assets  and to seek out and
investigate the  acquisition of any viable business  opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.

Distribution Methods of the Products or Services.
-------------------------------------------------

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; not applicable.

Competitive Business Conditions.
--------------------------------

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the  competitive  position of the Company or any other  entity in the
strata of these endeavors;  however, the Company, having limited assets and cash
reserves,  will no doubt be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed  IPO's,  have significant cash resources
and have recent operating  histories when compared with the complete lack of any
substantive operations by the Company for the past several years.

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

     None; not applicable.

Dependence on One or a Few Major Customers.
-------------------------------------------

     None; not applicable.

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

     None; not applicable.

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

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject. <PAGE>

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

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

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

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

     None; not applicable.

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

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

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

     None.

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

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its majority shareholder, Duane S. Jenson, and are currently
provided at no cost.  Because the Company has had no  business,  its  activities
will be limited to keeping itself in good standing in the State of Utah, seeking
out  acquisitions,  reorganizations  or  mergers  and  preparing  and filing the
appropriate  reports  with  the  Securities  and  Exchange   Commission.   These
activities have consumed an insubstantial amount of management's time.

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

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


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

     No matter was submitted to a vote of the Company's  security holders during
the fourth quarter of the calendar year covered by this Report or during the two
previous  calendar years.  Further,  there have been no meetings of stockholders
since before 1989. <PAGE>

                                     PART II

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

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

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

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 144.

Dividends
---------

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

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

None;


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

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

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

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture,  which  the  Company  expects  to pay from its  cash  resources.  As of
December 31, 1999, it had no cash or cash  equivalents.  If additional funds are
required  during  this  period,  such funds may be  advanced  by  management  or
stockholders as loans to the Company. Because the Company has not identified any
such  venture as of the date of this  Report,  it is  impossible  to predict the
amount of any such loan.  However,  any such loan should not exceed  $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any  negotiations  with any person  regarding  any
such venture.

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

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

     At  December  31,  1999,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the period ended  December  31, 1999,  the Company had a net loss of
$4,940.  The Company  has  received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

None;
<PAGE>

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

          Financial Statements for the years ended
          December 31, 1999 and 1998

          Independent Auditors' Report

          Balance Sheets - December 31, 1999

          Statements of Operations for the years ended
          December 31, 1999 and 1998

          Statements of Stockholders' Equity for the
          years ended December 31, 1999 and 1998

          Statements of Cash Flows for the years ended
          December 31, 1999 and 1998

          Notes to the Financial Statements



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

None; Not applicable

<PAGE>

                                    PART III

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

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

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

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
James Doolin          President        12/98          *
                      Director         12/98          *

Shane Thueson         Vice President   12/98          *
                      Director         12/98          *

Jason Jenson          Secretary        12/98          *
                      Director         12/98          *


</TABLE>
     * These persons presently serve in the capacities indicated.

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

     James P. Doolin,  President  and a director is 23 years of age. Mr.  Doolin
received a  bachelors  degree  from the  University  of Utah in Business in June
1998. Mr. Doolin has managed  Hillside Tire & Service,  in Salt Lake City, Utah,
for the past four years and worked with Jenson Services since 1998.

     Shane  Thueson,  Vice  President  and a  director  is 23 years of age.  Mr.
Thueson  is  currently  a senior at Brigham  Young  University.  Mr.  Thueson is
currently employed by Tucci's Restaurant in Salt Lake City, Utah.

     Jason  Jenson,  Secretary and a director is 23 years of age. Mr. Jenson has
owned an independent  contractor's business in Salt Lake City, Utah, since 1994.
Mr. Jenson graduated from the University of Utah in Business  Administration  in
1994.

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

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

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

     Jason  Jenson,  the  Company's  Secretary  is nephew to Duane  Jenson,  the
beneficial owner of Jenson Services, Inc.
<PAGE>

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

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

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

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

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

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


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

     Form 3, Initial  Statements of  Beneficial  Ownership of  Securities,  were
filed for the  Officers  and  Directors  as well as the 10%  shareholder  of the
Company on October 7, 1999.
<PAGE>


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

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

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

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

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
James
Doolin,       12/31/99    0     0     0     0      0     0   0
President,    12/31/98    0     0     0     0      0     0   0
Director      12/31/97    0     0     0     0      0     0   0


Shane
Thueson       12/31/99    0     0     0     0      0     0   0
Vice Pres./   12/31/98    0     0     0     0      0     0   0
Director      12/31/97    0     0     0     0      0     0   0


Jason         12/31/99    0     0     0     0      0     0   0
Jenson,       12/31/98    0     0     0     0      0     0   0
Secretary     12/31/97    0     0     0     0      0     0   0
Director

</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending December 31, 1999,  1998, or 1997, or the period ending on the date
of this Report.

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

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

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service provided as director.
<PAGE>

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

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

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of January 20,  2000,  with the  computations  being  based upon  2,398,000
shares of common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name                      Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                          <C>                       <C>
Jenson Services, Inc.*        1,745,000                  73%

James Doolin                  200,000                    8.3%

Shane Thueson                 200,000                    8.3%

Jason Jenson                  200,000                    8.3%
                              -------                    -----
                              2,345,000                 97.9%

   *             Duane Jenson is the President of Jenson Services, Inc., and may
                 be deemed the beneficial owner of Jenson Services, Inc.
</TABLE>

<PAGE>


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

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class *
----------------     -------------------------     --------
<S>                            <C>                  <C>
James Doolin                     200,000              8.3%
5525 South 900 East #110
SLC, UT 84117

Shane Thues                      200,000              8.3%
10972 S Cindy Cir
Sandy, UT 84092

Jason Jenson                     200,000              8.3%
1769 Bryan Ave.
SLC, UT 84106
                              -------              ------
All directors and
executive officers               600,000              24.9%
as a group (3 persons)
</TABLE>



Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

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

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

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

<PAGE>

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

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

None.

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

Exhibit
Number                             Description
-------                            -----------
<S>                                <C>
  27                                 Financial Data Schedule
</TABLE>

<PAGE>





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

                           COMSTOCK COAL COMPANY, INC.



Date: 01/24/00                         By:/S/ JAMES DOOLIN
                                       James Doolin
                                       President and Director



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


                           COMSTOCK COAL COMPANY, INC.



Date: 01/24/00                          By:/S/JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date: 01/24/00                          By:/S/SHANE THUESON
                                        Shane Thueson
                                        Vice President and Director



<PAGE>






                                 COMSTOCK COAL COMPANY, INC.
                                (A Development Stage company)

                                     FINANCIAL STATEMENTS

                                  December 31, 1999 and 1998














<PAGE>
<TABLE>
<CAPTION>



                                     C O N T E N T S



<S>                                                                                   <C>
Independent Auditors' Report......................................................... 3

Balance Sheet........................................................................ 4

Statements of Operations............................................................. 5

Statements of Stockholders' Equity (Deficit)......................................... 6

Statements of Cash Flows............................................................. 8

Notes to the Financial Statements.................................................... 9



<PAGE>






                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Comstock Coal Company, Inc.
Salt Lake City, Utah


We have audited the accompanying balance sheet of Comstock Coal Company, Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
December 31, 1999 and 1998 and from the  beginning of the  development  stage on
July 28, 1977 through  December 31, 1999.  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 audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Comstock Coal Company, Inc. (a
development  stage  company)  as of  December  31,  1999 and the  results of its
operations and its cash flows for the years ended December 31, 1999 and 1998 and
from the beginning of the  development  stage on July 28, 1977 through  December
31, 1999, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant  operating results to date, which raises substantial doubt about its
ability to continue as a going concern.  Management's plans with regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.



Jones, Jensen & Company
Salt Lake City, Utah
January 13, 2000


<PAGE>


</TABLE>
<TABLE>
<CAPTION>


                                 COMSTOCK COAL COMPANY, INC.
                                (A Development Stage Company)
                                        Balance Sheet


                                            ASSETS

                                                                                December 31,
                                                                                 1999

<S>                                                                           <C>
CURRENT ASSETS                                                                $       -
                                                                              --------------

  TOTAL ASSETS                                                                $       -
                                                                              ==============


                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                                                            $       -
  Shareholder loan (Note 4)                                                            2,642
                                                                              --------------

    Total Current Liabilities                                                          2,642

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, authorized 100,000,000 shares at $0.001
   par value; 2,398,000 shares issued and outstanding                                  2,398
  Capital in excess of par value                                                      77,950
  Deficit accumulated during the development stage                                   (82,990)
                                                                              --------------

    Total Stockholders' Equity (Deficit)                                              (2,642)

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      $       -
                                                                              ==============


          The  accompanying  notes  are an  integral  part  of  these  financial
statements.
</TABLE>


                                              4

<PAGE>

<TABLE>
<CAPTION>


                                 COMSTOCK COAL COMPANY, INC.
                                (A Development Stage Company)
                                   Statements of Operations



                                                                               From the
                                                                              Beginning of the
                                                                               Development
                                                                               Stage on
                                                                              July 28, 1977
                                                    For the Years Ended        Through
                                            _       December 31,               December 31,
                                                1999            1998              1999
                                             ---------------  --------------  --------------

<S>                                          <C>              <C>             <C>
REVENUES                                     $        -       $       -       $       -
                                             ---------------  --------------  --------------

EXPENSES

  General and administrative                           4,940          -               82,990
                                             ---------------  --------------  --------------

    Total Expenses                                     4,940          -               82,990
                                             ---------------  --------------  --------------

NET LOSS                                     $        (4,940) $       -       $      (82,990)
                                             ===============  ==============  ==============

BASIC LOSS PER SHARE                         $         (0.00) $        (0.00)
                                             ===============  ==============

WEIGHTED AVERAGE NUMBER OF
 SHARES                                              936,384         100,000
                                             ===============  ==============



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


                                              5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                 COMSTOCK COAL COMPANY, INC.
                                (A Development Stage Company)
                         Statements of Stockholders' Equity (Deficit)

                                                                                     Deficit
                                                                                       Accumulated
                                                                      Capital in      During the
                                                       Common Stock              Excess of        Development
                                           Shares         Amount      Par Value        Stage

<S>                                          <C>     <C>            <C>           <C>
Balance, July 28, 1977                          -      $      -       $     -       $       -

July 28, 1977, shares issued valued
 at $1.00 in exchange for cash and
 services                                       57,100            57        56,543          -

Net loss for the year ended
 December 31, 1977                              -             -             -              (56,600)
                                         ------------- -------------  ------------  --------------

Balance, December 31, 1977                      57,100            57        56,543         (56,600)

Net loss for the year ended
 December 31, 1978                              -             -             -               -
                                         ------------- -------------  ------------  --------------

Balance, December 31, 1978                      57,100            57        56,543         (56,600)

Net loss for the year ended
 December 31, 1979                              -             -             -               -
                                         ------------- -------------  ------------  --------------

Balance, December 31, 1979                      57,100            57        56,543         (56,600)

June 9, 1980 shares issued at
 $0.50 for services                             42,900            43        21,407          -

Net loss for the year ended
 December 31, 1980                              -             -             -              (21,450)
                                         ------------- -------------  ------------  --------------

Balance, December 31, 1980                     100,000           100        77,950         (78,050)

Net loss for the years ended
 December 31, 1981 through
 December 31, 1997                              -             -             -               -
                                         ------------- -------------  ------------  --------------

Balance, December 31, 1997                     100,000           100        77,950         (78,050)

Net loss for the year ended
 December 31, 1998                              -             -             -               -
                                         ------------- -------------  ------------  --------------

Balance, December 31, 1998                     100,000 $         100  $     77,950  $      (78,050)
                                         ------------- -------------  ------------  --------------



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


                                                 6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                    COMSTOCK COAL COMPANY, INC.
                                   (A Development Stage Company)
                      Statements of Stockholders' Equity (Deficit) (Continued)

                                                                                     Deficit
                                                                                       Accumulated
                                                                      Capital in      During the
                                                       Common Stock              Excess of        Development
                                           Shares         Amount      Par Value        Stage

<S>                                          <C>     <C>            <C>           <C>
Balance, December 31, 1998                     100,000 $         100  $     77,950  $      (78,050)

April 29, 1999, shares issued valued
 at $0.001 in exchange for services            600,000           600        -               -

April 29, 1999, shares issued valued
 at $0.001 in exchange for expenses
 paid on behalf of the Company                 300,000           300        -               -

November 1, 1999, shares issued
 valued at $0.001 in exchange for
 expenses paid on behalf of the
 Company                                     1,398,000         1,398        -               -

Net loss for the year ended
 December 31, 1999                              -             -             -               (4,940)
                                         ------------- -------------  ------------  --------------

Balance, December 31, 1999                   2,398,000 $       2,398  $     77,950  $      (82,990)
                                         ============= =============  ============  ==============


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


                                                 7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                 COMSTOCK COAL COMPANY, INC.
                                (A Development Stage Company)
                                   Statements of Cash Flows


                                                                               From the
                                                                              Beginning of the
                                                                               Development
                                                                               Stage on
                                                                              July 28, 1977
                                                    For the Years Ended        Through
                                                    December 31,               December 31,
                                                1999            1998            1999
                                             ---------------  --------------  --------------

CASH FLOWS FROM OPERATING
 ACTIVITIES

<S>                                          <C>              <C>             <C>
  Net loss                                   $        (4,940) $       -       $      (82,990)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
    Issuance of stock for services                       600          -                  600
                                             ---------------  --------------  --------------

      Net Cash (Used) by Operating
       Activities                                     (4,340)         -              (82,390)
                                             ---------------  --------------  --------------

CASH FLOWS FROM INVESTING
 ACTIVITIES                                           -               -               -
                                             ---------------  --------------  --------------

CASH FLOWS FROM FINANCING
 ACTIVITIES

  Advanced from shareholder                            4,340          -               82,390
                                             ---------------  --------------  --------------

      Net Cash Provided by Financing
       Activities                                      4,340          -               82,390
                                             ---------------  --------------  --------------

NET INCREASE (DECREASE) IN CASH                       -               -               -

CASH AT BEGINNING OF PERIOD                           -               -               -
                                             ---------------  --------------  --------------

CASH AT END OF PERIOD                        $        -       $       -       $       -
                                             ===============  ==============  ==============

Cash Payments For:

  Income taxes                               $        -       $       -       $       -
  Interest                                   $        -       $       -       $       -

Schedule of Non-Cash Financing:

  Stock issued for debt                      $         1,698  $       -       $        1,698
  Stock issued for services                  $           600  $       -       $          600

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


                                              8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                 COMSTOCK COAL COMPANY, INC.
                                (A Development Stage Company)
                              Notes to the Financial Statements
                                  December 31, 1999 and 1998


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           a.  Organization

           Comstock Coal Company, Inc. (the "Company") was organized under the laws of the
           State of Utah on July 28, 1977.  The Company has not transacted any business.

           Currently, the Company is seeking new business opportunities believed
           to hold a potential profit or to merge with an existing company.

           b.  Accounting Method

           The Company's  financial  statements  are prepared  using the accrual
           method of accounting. The Company has elected a December 31 year end.

           c.  Basic Loss Per Share

           The computations of basic loss per share of common stock are based on
           the weighted average number of shares  outstanding  during the period
           of the financial statements as follows:
                                            Loss             Shares             Per Share
                                           (Numerator)       (Denominator)       Amount

           For the year ended
<S>                                    <C>                      <C>        <C>
            December 31, 1999             $       (4,940)          936,384    $        (0.00)
                                          ==============    ==============    ==============

           For the year ended
            December 31, 1998             $       -         $      100,000    $        (0.00)
                                          ==============    ==============    ==============

           d.  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  statement  and the  reported  amounts  of
           revenues and expenses  during the reporting  period.  Actual  results
           could differ from those estimates.

           e.  Provision for Taxes

           At  December  31,   1999,   the  Company  has  net   operating   loss
           carryforwards  of  approximately  $4,940  that may be offset  against
           future  taxable income through 2019. No tax benefit has been reported
           in the financial  statements  because the Company believes there is a
           50%  or  greater  chance  the   carryforwards   will  expire  unused.
           Accordingly, the potential tax benefits of the loss carryforwards are
           offset by a valuation allowance of the same amount.

                                              9

</TABLE>
<PAGE>


                                 COMSTOCK COAL COMPANY, INC.
                                (A Development Stage Company)
                              Notes to the Financial Statements
                                  December 31, 1999 and 1998


NOTE 2 -   GOING CONCERN

           The  Company's  financial  statements  are prepared  using  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 does not have
           significant  cash  or  other  material  assets,  nor  does it have an
           established  source of  revenues  sufficient  to cover its  operating
           costs  and to  allow it to  continue  as a going  concern.  It is the
           intent of the  Company to seek a merger with an  existing,  operating
           company.  In the interim,  shareholders of the Company have committed
           to meeting its minimal operating expenses.

NOTE 3 -  COMMON STOCK

           In April 1999, the Company approved a 1-for-10 reverse stock split of
           the Company's issued and outstanding  shares and also changed its par
           value to $0.001. All references to common stock have been restated to
           reflect the reverse split and par value change.

NOTE 4 -   SHAREHOLDER LOAN

           During  1999,  a  shareholder  of the  Company  paid  expenses of the
           Company of $4,340.  The  Company  issued  1,698,000  shares of common
           stock to convert  $1,698 of this debt to  equity.  There is a balance
           due to the  shareholder  of  $2,642 at  December  31,  1999  which is
           unsecured, non-interest bearing and due on demand.






                                              10

<PAGE>