UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

     (Mark  One)

     [ X ]  Annual report under Section 13 or 15(d) of the Securities Exchange
            Act  of  1934

     For  the  fiscal  year  ended  December  31,  2000

     [  ] Transition report under Section 13 or 15(d) of the Securities Exchange
          Act  of  1934

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  0-29487

                              CONUS HOLDINGS, INC.
                 (Name of Small Business Issuer in Its Charter)

          NEVADA                                           33-0850619
(State  or  Other  Jurisdiction  of                     (IRS  Employer
Incorporation  or  Organization)                     Identification  Number)

610  NEWPORT  CENTER  DRIVE,  SUITE  800
  NEWPORT  BEACH,  CALIFORNIA                                 92660
(Address  of  Principal  Executive  Offices)               (Zip  Code)

                                 (949) 719-1977
                           (Issuer's Telephone Number)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         Common Stock, par value $0.0001
                                (Title of Class)

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

Yes  __X__     No  ____

     Check  if  there is no 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

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

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.  1,000,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them  and  identify  the  part of the form 10-KSB (e.g., Part I, Part II, etc. )
into  which  the  document  is  incorporated:  (1) any annual report to security
holders;  (2)  any  proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The  listed  documents  should  be clearly described for identification purposes
(e.g.,  annual  report  to  security  holders for fiscal year ended December 24,
1990).

None.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes  ______  No___X___

<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.

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.

<PAGE>
                                INTRODUCTORY NOTE

This  Annual  Report  on  Form  10-KSB  may be deemed to contain forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section  21E  of  the  Securities Exchange Act of 1934. The Company intends that
such  forward-looking  statements be subject to the safe harbors created by such
statutes.  The  forward-looking  statements included herein are based on current
expectations  that  involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the  financial  condition,  operating  results,  business prospects or any other
aspect  of  the  Company,  please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that  projected  or  estimated by the Company in forward-looking statements. The
differences  may be caused by a variety of factors, including but not limited to
adverse  economic  conditions, intense competition, including intensification of
price  competition  and  entry of new competitors and products, adverse federal,
state  and local government regulation, inadequate capital, unexpected costs and
operating  deficits,  increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to  them by the Company, disadvantageous currency exchange rates, termination of
contracts,  loss  of  suppliers,  technological  obsolescence  of  the Company's
products,  technical  problems  with the Company's products, price increases for
supplies  and  components,  inability  to  raise  prices,  failure to obtain new
customers,  litigation and administrative proceedings involving the Company, the
possible  acquisition  of new businesses that result in operating losses or that
do  not  perform as anticipated, resulting in unanticipated losses, the possible
fluctuation  and  volatility  of  the  Company's  operating  results,  financial
condition  and  stock  price,  losses incurred in litigating and settling cases,
dilution  in the Company's ownership of its business, adverse publicity and news
coverage,  inability  to carry out marketing and sales plans, loss or retirement
of  key  executives,  changes in interest rates, inflationary factors, and other
specific  risks that may be alluded to in this Annual Report or in other reports
issued  by  the Company. In addition, the business and operations of the Company
are  subject to substantial risks which increase the uncertainty inherent in the
forward-looking  statements.  In light of the significant uncertainties inherent
in  the  forward-looking  information  included  herein,  the  inclusion of such
information  should  not  be  regarded as a representation by the Company or any
other  person  that  the  objectives  or  plans of the Company will be achieved.

                                     PART I

ITEM  1  -  DESCRIPTION  OF  BUSINESS

BACKGROUND  OF  THE  COMPANY

The  Company  was  organized  under  the  Laws  of the State of Nevada, on April
9,1998,  and  is  a "blank check" or "shell" company whose primary purpose is to
engage  in  a  merger  with,  or acquisition of one or a small number of private
firms.  Such firms are expected to be private corporations, partnerships or sole
proprietorships.  Since  inception, the primary activity of the Company has been
directed  towards  organizational  efforts.  The  Company  has  not  engaged  in
preliminary  efforts  to  identify possible merger or acquisition candidates and
has  no  market  studies  available  to  it.  The  Company  has  no  business
opportunities  under  contemplation  for  acquisitions.

BUSINESS  OBJECTIVES

The  Company  plans  to  seek  one  or more potential businesses that Management
believes  warrant  the  Company's  involvement.  As  a  result  of  its  limited
resources,  the  number  of  potential  businesses  available  will be extremely
limited.  The  Company  will not restrict its search to any particular industry.
Nevertheless,  Management does not intend to become involved with a company that
is  an  "investment  company"  under  the Investment Company Act of 1940; with a
company  that  is a broker or dealer of investment securities or commodities; or
with  any company in which the officers, directors or shareholders of the target
company are officers or directors of the Company.  These business objectives are
extremely  general and are not intended to be restrictive upon the discretion of
Management.  Except  for the general limitations contained above, management has
not developed and does not intend to develop specific criteria to be followed in
the  search  for  and  selection  of  a business acquisition.  Shareholders will
therefore  have  extremely  limited  information  as  to  Management's  specific
intentions  and  investors will be unable to determine even the industries which
management  might  consider.

The  target company may be (i) in its preliminary or developmental stage, (ii) a
<PAGE>

"financially  troubled"  business or (iii) a going concern.  It is impossible to
determine  the  capital  requirements  of  the  target  business or whether such
business  may  require  additional  capital.  Some  target companies may seek to
establish  a  public  trading  market  for  their  securities.

The  analysis of potential business endeavors will be undertaken by or under the
supervision  of  Management.  Management  is comprised of individuals of varying
business  experience,  and  Management  will rely on its own collective business
judgment  in  evaluating businesses that the Company may acquire or participate.
See  "Item  9  -  Directors, Executive Officers, Promoters and Control Persons."
Locating  and  investigating  specific  business  proposals may take an extended
period  of  time.  If  a  business  is  located,  the negotiation, drafting, and
execution  of  relevant  agreements,  disclosure documents and other instruments
will  require  substantial time, effort, and expense.  The time periods of these
subsequent  steps  cannot be determined.  If a specific business endeavor cannot
be  located  the  costs  incurred  in  the  investigation  are  not likely to be
recovered.  The  failure  to  consummate  an  attempted transaction would likely
result  in  the  loss  of  the  costs  incurred.

Shareholders  of  the  Company are relying totally upon the business judgment of
Management.  Shareholders  will  not  likely  be  consulted  or  provided  any
disclosure  documentation  in  connection with any acquisition engaged in by the
Company,  unless required by state corporate law or the Federal securities laws.
Although  Management  does  not  anticipate  a  sale  of their Company shares in
connection  with  an  acquisition,  in  the  event Management does enter into an
agreement  to  do  so,  the  remaining  shareholders  of  the Company may not be
afforded  an  equal  opportunity  to  do  so.  As  Management intends to offer a
controlling  interest  in  the  Company, it is probable that a change of control
will occur as a result of an acquisition engaged in by the Company.  To the best
knowledge  of  the  Company,  there  are no lock-up agreements or understandings
between the Company and its shareholders or among the shareholders which has the
effect  of  restricting  the transferability of any shareholders stock holdings.
There  are no arrangements, agreements, or understandings between non-management
shareholders and management under which non-management shareholders may directly
or  indirectly  participate  in  or  influence  the  management of the Company's
affairs,  and  there are no agreements concerning the election of members of the
Board  of  Directors.

It  is  not  presently anticipated that the Company will acquire or merge with a
business  or  company  in  which  the  Company's  promoters, management or their
affiliates  or  associates  directly  or  indirectly have an ownership interest,
however  there  is  no  agreement,  policy,  or  understanding to prevent such a
transaction.  In  the  event  of such a non-arm's length transaction, Management
would  seek  an  independent  appraisal of the transaction.  Notwithstanding the
foregoing, there is the potential that a conflict of interest will arise between
the  Company  and its management in which case Management's fiduciary duties may
be  compromised.  Any  remedy available under state corporate law would, in such
an  event,  most  likely  be  prohibitively  expensive  and  time  consuming.

A  number  of  states  have enacted statutes, rules and regulations limiting the
sale of securities of "blank check" companies in their respective jurisdictions.
Some states prohibit the initial offer and sale as well as any subsequent resale
of  securities  of  shell  companies  to  residents of their states.  In such an
event,  the  shareholders  of  the  Company,  as well as the shareholders of any
target company, may be limited in their ability to resell shares of the Company.
To  the  best  knowledge  of  the  Company,  the  following states may have such
limitations  (this  list  is  not  exhaustive  and a significant number of other
states  may  also  have  such  limitations):  Connecticut,  Georgia,  Oregon,
Washington,  and  Florida.

COMPETITION

Inherent  difficulties exist for any new company seeking to enter an established
field.  The  Company  will  remain  an insignificant participant among the firms
which  engage  in  mergers with and acquisitions of privately financed entities.

There  are  many  established  venture capital and financial concerns which have
significantly greater financial and personnel resources, technical expertise and
experience  than  the  Company.  The Company is also subject to competition from
numerous  other  recently  formed  public  and  private  entities  with business
objectives  similar  to  those  of  the  Company.

<PAGE>
REGULATION

The  Investment  Company  Act  of  1940 ("Investment Act") defines an investment
company  as an issuer which is or holds itself out as being engaged primarily in
the  business  of  investing, reinvesting or trading of securities.  The Company
does  not intend to engage primarily in the activities of purchasing, trading or
selling  securities  and  intends to conduct its activities so as to avoid being
classified  as  an  "investment  company" under the Investment Act.  The Company
could  be  expected  to  incur  significant registration and compliance costs if
required  under  the Investment Act, and the regulations promulgated thereunder.
Section  3(a) of the Investment Act provides exclusions from its application for
companies  which  are  not  primarily  engaged  in  the  business  of investing,
reinvesting  or  trading  in  "investment  securities".  Management  intends  to
implement its business plan in a manner which will result in the availability of
this  exception  from  the  definition  of  "investment  company".  Accordingly,
Management  will  continue  to review the Company's activities from time to time
with  a view toward reducing the likelihood that the Company could be classified
as  an  "investment  company".

The  Company's  plan  of  business may involve changes in its capital structure,
management,  control,  and  business,  especially  if it consummates its plan to
acquire  or merge with another entity.  Each of these areas are regulated by the
Investment  Act,  which  regulations  have  the  purported purpose of protecting
purchasers  of  investment  company  securities.  Since  the  Company  will  not
register  as  an investment company, its shareholders will not be afforded these
purported  protections.

Even  if the Company restricts its activities as described above, it is possible
that  it  may be classified as an inadvertent investment company.  This would be
most  likely  to  occur  if  significant  delays  are  experienced in locating a
business  opportunity.

The Company intends to vigorously resist classification as an investment company
and  to  take  advantage of any exemptions or exceptions from application of the
Investment  Act, including an exception which allows an entity a one-time option
during  any  three  (3)  year  period  to  claim  an  exemption as a "transient"
investment  company.  The  necessity of asserting any such contention, or making
any  other  claim  of  exemption,  could  be  time  consuming,  costly  or  even
prohibitive,  given  the  Company's  limited  resources.

The  Company intends to structure a merger or acquisition in such a manner as to
minimize Federal and state tax consequences to the Company and its shareholders,
and  to  any  target  company  and  its  shareholders.  Under Section 368 of the
Internal  Revenue  Code  of 1986, as amended (the "Code"), a statutory merger or
consolidation  is an exempt transaction and may be tax free to the companies and
their  shareholders  if  effected  in  accordance  with  state  law.  A tax free
reorganization  may  require  the  Company to issue a substantial portion of its
securities  in  exchange  for  the  securities  or  assets  of  a  target  firm.
Consequently,  a  tax  free reorganization may result in substantial dilution of
the  ownership  interests of the present shareholders of the Company.  Even if a
merger  or  consolidation is undertaken in accordance with the Code, there is no
assurance  that tax regulations will not change and result in the Company or its
shareholders  incurring  a  significant  tax  liability.

The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny  stock. The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a market price of less than $5.00 per share, subject to certain exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has  (i) net tangible assets of at least
$2,000,000,  if  such  issuer  has been in continuous operation for three years,
(ii)  net  tangible  assets  of  at least $5,000,000, if such issuer has been in
continuous  operation for less than three years, or (iii) average annual revenue
of at least $6,000,000, if such issuer has been in continuous operation for less
than three years.  Unless an exception is available, the regulations require the
delivery,  prior  to  any  transaction  involving a penny stock, of a disclosure
schedule  explaining  the penny stock market and the risks associated therewith.

EMPLOYEES

The  Company  presently  has  no employees other than its officers.  Each of the
officers  has  employment and/or other business associations elsewhere.  None of
the  officers has allocated more than a minimal amount of time to the affairs of
the  Company.

<PAGE>

ITEM  2.  DESCRIPTION  OF  PROPERTY

     Since  its  inception,  the Company has maintained its offices rent free at
the  office of its President, M. Richard Cutler, 610 Newport Center Drive, Suite
800, Newport Beach, CA 92660.  Mr. Cutler has agreed that the Company may remain
until  consummation  of  a  Business  Combination.  The  Company  will utilize a
minimal amount of space.  There are no other preliminary agreements with respect
to  future  offices  or  facilities,  however,  following the consummation of an
acquisition,  it  is anticipated that the Company's offices will change to those
of  the  target  company.

ITEM  3.  LEGAL  PROCEEDINGS

     The  Company may from time to time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental  to the operation of its business. The
Company is not currently involved in any such litigation which it believes could
have  a materially adverse effect on its reported financial condition or results
of  operations.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     There  were  no  matters submitted to a vote of security holders during the
fourth  quarter  of  the  year  ended  December  31,  2000.


<PAGE>
                                     PART II

ITEM  5.      MARKET  FOR  THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS

MARKET  INFORMATION

     The Company's securities do not currently, and have not in the past, traded
on  any  active  or liquid public market. Thus, there is currently no market for
the  Company's  securities  and  there can be no assurance that a trading market
will  develop  or,  if  one  develops,  that  it  will  continue.

NUMBER  OF  SHAREHOLDERS

     The  number  of  beneficial  holders  of  record of the Common Stock of the
Company  as  of  the  close  of  business  on  March  15,  2001  was  eight.

DIVIDEND  POLICY

     To  date,  the  Company has declared no cash dividends on its Common Stock,
and  does not expect to pay cash dividends in the next term. The Company intends
to  retain  future  earnings,  if  any,  to  provide  funds for operation of its
business.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

The  following  discussion  contains certain forward-looking statements that are
subject  to  business  and  economic  risks and uncertainties, and the Company's
actual  results  could  differ materially from those forward-looking statements.
The  following  discussion  regarding  the  financial  statements of the Company
should  be  read in conjunction with the financial statements and notes thereto.

GENERAL  OVERVIEW

     The  Company's  activities  since  inception  have  been  limited  to
organizational  matters,  and  the  Company  has  not  engaged  in any operating
activity  since  its  inception.

     The  Company  has  registered its common stock on a Form 10-SB registration
statement  filed  pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act")  and  Rule  12(g)  thereof.  The  Company  files  with  the Securities and
Exchange  Commission  periodic  reports  under  Rule  13(a) of the Exchange Act,
including  quarterly  reports  on Form 10-QSB and annual reports on Form 10-KSB.

     The  Company  was  formed  to  engage in a merger with or acquisition of an
unidentified  foreign  or  domestic  private  company  which desires to become a
reporting  ("public")  company whose securities are qualified for trading in the
United  States  secondary  market.  The Company meets the definition of a "blank
check"  company  contained  in Section 7(b)(3) of the Securities Act of 1933, as
amended.

     Management  believes that there are perceived benefits to being a reporting
company  with  a  class of publicly-traded securities which may be attractive to
foreign  and  domestic  private  companies.

     These  benefits  are  commonly  thought  to  include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility  in  the  financial community; (3) the facilitation of borrowing from
financial  institutions;  (4)  improved  trading  efficiency;  (5)  shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key  employees through options for stock for which there is a public market; (8)
enhanced  corporate  image;  and,  (9)  a  presence in the United States capital
market.

     A  private  company  which may be interested in a business combination with
the  Company  may  include (1) a Company for which a primary purpose of becoming
public is the use of its securities for the acquisition of assets or businesses;
(2)  a  company  which  is unable to find an underwriter of its securities or is

<PAGE>

unable  to  find  an  underwriter of securities on terms acceptable to it; (3) a
company  which  wishes  to  become public with less dilution of its common stock
than  would  occur  normally  upon an underwriting; (4) a company which believes
that  it will be able to obtain investment capital on more favorable terms after
it has become public; (5) a foreign company which may wish an initial entry into
the  United States securities market; (6) a special situation company, such as a
company  seeking  a  public  market  to  satisfy redemption requirements under a
qualified  Employee Stock Option Plan; and, (7) a company seeking one or more of
the  other  benefits  believed  to  attach  to  a  public  company.

     The  Company is authorized to enter into a definitive agreement with a wide
variety  of  private  businesses  without  limitation  as  to  their industry or
revenues.  It  is  not  possible  at  this  time  to  predict with which private
company, if any, the Company will enter into a definitive agreement or what will
be  the  industry,  operating  history,  revenues,  future  prospects  or  other
characteristics  of  that  company.

     As  of  the  date  hereof,  management  has  not  made  any  final decision
concerning, and has not entered into any agreements for, a business combination.
When  any  such  agreement is reached or other material fact occurs, the Company
will  file  notice  of  such  agreement or fact with the Securities and Exchange
Commission  on  Form 8-K. Persons reading this Form 10-QSB are advised to see if
the  Company  has  subsequently  filed  a  Form  8-K.

     Each  of  the current shareholders of the Company has agreed not to sell or
otherwise  transfer  any  of  their common stock of the Company until after such
time  as  the  Company  has  completed  a  business  combination  transaction.

     As  soon as the Company is eligible, it intends to apply to have its common
stock  listed  or admitted to quotation on the NASD OTC Bulletin Board or, if it
meets  the  financial  and  other  requirements thereof, on the Nasdaq Small Cap
Market,  National  Market  System,  or  other  regional  or  national  exchange.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The Company has no funds available and does not anticipate having any funds
available  until  a  merger  transaction  is  consummated.  In the event that no
transaction is consummated, the Company will have a very limited amount of funds
with  which  to  operate  and  may  not  be  able  to  operate  in  the  future.

EXPENSES

The  Company  expended  $3,605  in  the  twelve  months ended December 31, 2000.

INFLATION

Management  believes  that  inflation  has  not  had  a  material  effect on the
Company's  results  of  operations.

ITEM  7.  FINANCIAL  STATEMENTS

     The  financial statements and supplementary financial information which are
required  to  be  filed  under  this item are presented under Item 13. Exhibits,
Financial  Statement  Schedules and Reports on Form 10-KSB in this document, and
are  incorporated  herein  by  reference.

ITEM  8.      CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     There  have  been  no  disagreements between Haskell & White LLP, Certified
Public Accountants and Management of the type required to be reported under this
Item  8  since  the  date  of  their  engagement.

<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     The  following table sets forth the names and ages of the current directors
and  executive officers of the Company, the principal offices and positions with
the  Company  held  by each person and the date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually  by the Board of Directors. The directors serve one year terms
until  their  successors  are elected. The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
There  are  no  family  relationships between any of the directors and executive
officers.  In  addition,  there  was no arrangement or understanding between any
executive officer and any other person pursuant to which any person was selected
as  an  executive  officer.

The directors and executive officers of the Company as of March 15, 2001, are as
follows:

Name                         Age     Position(s)
----                        ---     -----------

M.  Richard  Cutler          43     President,  Treasurer,  Secretary,  Director


M.  RICHARD CUTLER, 43, is President, Treasurer, Secretary and a Director of the
Company,  and  has  been  since its inception. Mr. Cutler founded the Cutler Law
Group  in  August  1996.  Mr.  Cutler has practiced in the general corporate and
securities  area  since his graduation from law school. Mr. Cutler is a graduate
of  Brigham  Young  University  (B.A.,  magna  cum  laude,  1981);  and Columbia
University  School of Law (J.D. 1984). While at Columbia, Mr. Cutler was honored
as  a Harlan Fiske Stone Scholar, was Managing Editor of the Columbia Journal of
Law  and  Social  Problems, received a Recognition of Achievement with Honors in
Foreign  and International Law, Parker School of Foreign and Comparative Law and
was  honored  for  best senior writing for "United States v. Ross: A Solution to
the  Automobile  Container  Dilemma?" published in the Columbia Journal of Law &
Social  Problems  in  1983. Mr. Cutler was admitted to the State Bar of Texas in
1984  and  the  State  Bar  of  California in 1990. After law school, Mr. Cutler
joined the national law firm of Jones, Day, Reavis & Pogue where he practiced in
the  corporate,  securities and mergers and acquisitions departments. Mr. Cutler
subsequently  spent  five  years  in  the corporate and securities department of
Akin,  Gump,  Strauss, Hauer & Feld, a Dallas law firm. Subsequently, Mr. Cutler
was  with  the  Los Angeles office of Kaye, Scholer, Fierman, Hayes & Handler, a
New  York based law firm, where he continued his general business and securities
practice.  In  1991,  Mr. Cutler founded the law firm of Horwitz, Cutler & Beam,
where  he  practiced corporate and securities law for five years. Mr. Cutler has
been  admitted  to  the  U.S.  Federal  District  Courts,  Central  and Northern
Districts  of  California,  as well as the U.S. Court of Appeals, Ninth Circuit.
Mr.  Cutler  is  the  author  of "Comparative Conflicts of Law: Effectiveness of
Contractual  Choice  of Forum," published in the Texas International Law Journal
in 1985. Mr. Cutler also serves the Company as corporate and securities counsel.
See  "Certain  Transactions."

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies  of all Section 16(a) forms they file. To the Company's knowledge, during
the  year  ended  December  31,  2000, not all Section 16(a) filing requirements
applicable  to  the  Company's  officers, directors and greater than ten percent
shareholders  were  complied  with.


<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

     The  Company  does not have employment contracts with any of its management
personnel.

SUMMARY  COMPENSATION  TABLE
     The  Summary  Compensation Table shows certain compensation information for
services  rendered  in  all capacities for the three fiscal years ended December
31,  2000.  Other  than  as  set forth herein, no executive officer's salary and
bonus  exceeded  $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                         Annual Paid Compensation                        Long Term Compensation
                         -------------------------                      ------------------------
                                                                    Awards                              Payouts
                                                                    --------------------------------------------
<S>                 <C>         <C>                <C>      <C>            <C>           <C>          <C>       <C>

                                                           OTHER         RESTRICTED    SECURITIES              ALL
                                                           ANNUAL         STOCK        UNDERLYING     LTIP     OTHER
                               SALARY             BONUS  COMPENSATION     AWARDS        OPTIONS     PAYOUTS   COMPENSATION
                    YEAR         ($)               ($)      ($)             ($)         SARS (#)      ($)        ($)
NAME AND
PRINCIPAL
POSITION
----------------------------------------------------------------------------------------------------------------------------

M. Richard Cutler     2000       -0-               -0-      -0-             -0-           -0-          -0-       -0-
(President,         (12/31)
 Treasurer,
 Secretary)
------------------
                      1999      -0-                -0-      -0-             -0-           -0-          -0-       -0-
                    (12/31)
                    -------

                      1998      -0-                -0-      -0-             -0-           -0-          -0-       -0-
                    (12/31)
                    -------
</TABLE>

<TABLE>
<CAPTION>
                                               OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                       (INDIVIDUAL GRANTS)


<S>                           <C>                      <C>                     <C>                        <C>
                              NUMBER OF SECURITIES      PERCENT OF TOTAL
                                 UNDERLYING            OPTIONS/SAR'S GRANTED
                               OPTIONS/SAR'S           TO EMPLOYEES IN FISCAL   EXERCISE OF BASE PRICE
NAME                             GRANTED (#)              YEAR                    ($/SH)                  EXPIRATION DATE
-------------------------------------------------------------------------------------------------------------------------
M. Richard Cutler                  None                     N/A                     N/A                       N/A
</TABLE>

<TABLE>
<CAPTION>
                                        AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                               AND FY-END OPTION/SAR VALUES


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

                                                                                               Value of Unexercised In
                                                                     Number of Unexercised      The-Money Option/SARs
                         Shares Acquired                             Securities Underlying       At FY-End ($)
                              On                  Value             Options/SARs At Fy-End (#) Exercisable/Unexercisable
Name                        Exercise (#)          Realized ($)      Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------------
M. Richard Cutler            N/A                    N/A                         None                       N/A

</TABLE>
COMPENSATION  OF  DIRECTORS

     Directors  were  not  separately compensated for their services in the year
ended  December  31,  2000.


<PAGE>
ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following  table sets forth, as of March 15, 2001, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

                                                       Common Stock  Percent of
Title Class     Name and Address of Beneficial Owner   Outstanding  Outstanding
----------      -----------------------------------    -----------  -----------
Common Stock   M. Richard Cutler (1)                     824,500      82.45%
               610  Newport  Center Drive, Suite 800
               Newport  Beach,  CA  92660

Common Stock   Vi Bui                                    145,500      14.55%
               610  Newport Center Drive, Suite  800
               Newport  Beach,  CA  92660

Common Stock   All Directors and Officers as a Group     824,500      82.45%
                (1  Person  in  total)
--------------------------------------------------------------------------------
(1)     194,000 of such shares are registered in the name of Trois Mousquetaires
LLC,  of  which  Mr.  Cutler  is  the  beneficial  owner.

     The Company believes that the beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities.  Shares  of  stock  subject  to  options  or  warrants  currently
exercisable,  or exercisable within 60 days, are deemed outstanding for purposes
of  computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The Company will not enter into any transactions with any officer, director
or  controlling  shareholder  of  the  Company  until such time, if ever, as the
Company  acquires  an operating business.  At such time, it is expected that the
Company  will experience a change in control, including a complete change in the
Board  of  Directors  and  management  of  the  Company.

     Certain  conflicts of interest now exist and will continue to exist between
the  Company  and its officers and directors due to the fact that each has other
business  interests to which he devotes his primary attention.  Each officer and
director  may  continue  to  do so notwithstanding the fact that Management time
should be devoted to the business of the Company. Each of the Company's officers
and  directors  are  or  may  become  involved  in  other  personal and business
ventures.

     The  officers,  directors  and  founders  are  and  may  become,  in  their
individual  capacities,  controlling  shareholders  and/or  partners  of  other
entities  engaged  in  a variety of businesses. Thus, there exists potential for
conflicts  of  interest,  including,  among  other  things,  time,  effort,  and
corporate  opportunity,  involved  in  anticipation  with  such  other  business
entities  and  transactions.  Conflicts  may  arise  if  a target company or its
principals  seek  to  acquire  some  or  all  of  the  stock holdings of present
Management.

     M.  Richard  Cutler, attorney at law, has acted as corporate and securities
counsel  to the corporation.  Mr. Cutler beneficially owns 824,500 shares of the
Company  and  is  an  officer  and  director.

     If  a  prospective Business Combination candidate required the sale of some
or  all  of  the  shareholdings  of the officers and directors, the officers and
directors  would  be free to negotiate and effect such sales.  Consequently, the
Company's  Management would receive pecuniary gain which may not be available to
other  shareholders.

<PAGE>
     The  Company  has  no  specified procedure for the resolution of current or
potential conflicts of interest between the Company, its officers, and directors
or  affiliated  entities.  Shareholders  who  believe  that the Company has been
harmed  by  failure  of  an  officer  or  director  to appropriately resolve any
conflict  of interest may be able to bring a suit to enforce their rights or the
Company's  rights.

     Management  may  be  issued  additional  securities  of  the Company at the
discretion  of  the  Board  of  Directors  in  accordance  with  their fiduciary
obligations  under  state  corporate  law.

BLANK  CHECK  ACTIVITIES

     In  1998,  AGM, Inc., a Nevada corporation, was formed as a blank check, or
shell  company.  In October 1999, AGM filed a Form 10-SB with the Securities and
Exchange  Commission, and has received confirmation from the SEC that its filing
will  not  be  reviewed  and  will be effective in December 1999. On January 18,
2000,  AGM  was  acquired  by  2infinity.com,  a  Colorado  corporation.

     In  1998,  Conchology,  Inc.,  a  Nevada corporation, was formed as a blank
check,  or  shell company.  In November 1999, Conchology filed a Form 10-SB with
the  Securities  and Exchange Commission, and has received confirmation from the
SEC  that its filing will not be reviewed and will be effective in January 2000.
On February 9, 2000, Conchology was acquired by Wamex Holdings, Inc., a Delaware
corporation.

     In  1998,  Society  of  Economic Assurance, Inc., a Nevada corporation, was
formed  as  a  blank  check, or shell company. In January, 2000, Society filed a
Form  10-SB  with  the  Securities  and  Exchange  Commission,  and has received
confirmation  from  the  SEC  that  its  filing will not be reviewed and will be
effective  in  March 2000.  On February 16, 2000, Society of Economic Assurance,
Inc.  was  acquired  by  iLive,  Inc.,  a  Nevada  corporation.

     In  1998,  Malacology,  Inc.,  a  Nevada corporation, was formed as a blank
check,  or  shell  company.  On February 14, 2000, Malacology, Inc. filed a Form
10-SB  with  the  Securities and Exchange Commission.  Malacology, Inc. does not
have  any  material  business  operations  and  has  not  completed  a  Business
Combination  Transaction.

     In  1998,  Columbialum,  Ltd.,  a Nevada corporation, was formed as a blank
check,  or shell company.  On February 14, 2000, Columbialum, Ltd., filed a Form
10-SB  with the Securities and Exchange Commission.  Columbialum, Ltd., does not
have  any  material  business  operations  and  has  not  completed  a  Business
Combination  Transaction.


<PAGE>
ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

INDEX  TO  FINANCIAL  STATEMENTS                                     Page
                                                                     ---
Independent  Auditors'  Report

Balance  sheet  as  of  December  31,  2000 . . . . . . . . .  . .   F-2

Statements  of  Operations . . .  . . . . . . . . . . . . . . . .    F-3

Statements  of  Stockholders'  Equity  (Deficit). . . . . . . . .    F-4

Statements  of  Cash  Flows. .  . .  .. . . . . . .  . . .. . . .    F-5

Notes  to  Financial  Statements . . . . . .  . . . . . . . . . .    F-6

All other schedules are omitted as the required information is not present or is
not  present  in  amounts  sufficient  to require submission of the schedule, or
because  the  information  required  is  included in the financial statements or
notes  thereto.

INDEX  TO  EXHIBITS

     The  Company  undertakes to furnish to any shareholder so requesting a copy
of  any  of the following exhibits upon payment to the Company of the reasonable
costs  incurred  by  the  Company  in  furnishing  any  such  exhibit.

EXHIBIT  NO.     DESCRIPTION
------------     -----------


*3.1             Articles  of  Incorporation  of  the  Company

*3.2             Bylaws  of  the  Company

------------------------------
*  Previously  filed

REPORTS  ON  FORM  8-K

None.


<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.


Dated:  March  30,  2001


                                      CONUS  HOLDINGS,  INC.

                                      /s/  M.  Richard  Cutler
                                      ______________________________
                                      By:  M.  Richard  Cutler
                                      Its:  President, Secretary, and Treasurer


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

Signature                      Capacity         Date
---------                      --------         ----

/s/  M.  Richard  Cutler        Director        March  30,  2001
__________________________
M.  Richard  Cutler

<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To  the  Board  of  Directors  and  Stockholders
Conus  Holdings,  Inc.

We  have  audited  the  accompanying  balance  sheet  of Conus Holdings, Inc. (a
Development  Stage  Enterprise) (the "Company") as of December 31, 2000, and the
related  statements of operations, stockholders' equity (deficit) and cash flows
for  the  years ended December 31, 2000 and 1999, and the period from inception,
April  9,  1998,  through December 31, 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 auditing standards generally accepted
in  the  United  States  of  America.  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 the Company as of December 31,
2000,  and  the results of its operations and its cash flows for the years ended
December  31,  2000  and  1999,  and  the  period from inception, April 9, 1998,
through  December  31,  2000, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company  has no operations and no liquid resources.
Further,  the  development of operations and the acquisition of liquid resources
are  contingent  solely  on  the  Company's  ability  to  complete  a  business
combination  transaction.  Such  matters  raise  substantial  doubt  about  the
Company's  ability to continue as a going concern.  Management's plans regarding
those  matters  are  also  described in Note 1.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.



                                                HASKELL  &  WHITE  LLP
                                                 /S/ Haskell & White LLP
March  27,  2001


                              CONUS HOLDINGS, INC.
                        (A Development Stage Enterprise)

<TABLE>
<CAPTION>
                                    BALANCE SHEET
                             AS OF DECEMBER 31, 2000

                                       ASSETS


<S>                      <C>

Cash                     $-
                         --

    Total assets         $-
                         ==


</TABLE>

<TABLE>
<CAPTION>

                                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<S>                                                       <C>
Payable to related party (Note 1)                         $ 4,125
                                                          --------

    Total liabilities                                       4,125
                                                          --------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.001 par value; 2,000,000 shares
    authorized; no shares issued and outstanding                -
  Common stock, $0.001 par value; 20,000,000 shares
    authorized; 1,000,000 shares issued and outstanding     1,000
  Deficit accumulated during the development stage         (5,125)
                                                          --------

    Total stockholders' equity (deficit)                   (4,125)
                                                          --------

        Total liabilities and stockholders' equity
          (deficit)                                       $     -
                                                          ========
</TABLE>
                See accompanying notes to financial statements.

                                       F-2

<PAGE>

                              CONUS HOLDINGS, INC.
                        (A Development Stage Enterprise)


                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


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


                                                                   Period From
                                                                   Inception,
                                     Year           Year           April 9, 1998,
                                     Ended          Ended          Through
                                     December 31,   December 31,   December 31,
                                         2000           1999             2000
                                     -------------  -------------  ---------------

General and administrative expenses  $       3,605  $         135  $         5,125
                                     -------------  -------------  ---------------

NET LOSS                             $       3,605  $         135  $         5,125
                                     =============  =============  ===============
</TABLE>

                 See accompanying notes to financial statements.

                                       F-3


<PAGE>

                              CONUS HOLDINGS, INC.
                        (A Development Stage Enterprise)


                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

           FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, AND FOR THE
         PERIOD FROM INCEPTION, APRIL 9, 1998 THROUGH DECEMBER 31, 2000

<TABLE>
<CAPTION>


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

                                                         Deficit
                                                        Accumulated
                                                        During the
                                  Common Stock          Development
                                  ------------
                              Shares        Amount        Stage     Total
                              ------------  ------------  --------  --------

BALANCES, April 9, 1998                  -  $          -  $     -   $     -

Issuance of common stock
  for services                   1,000,000         1,000        -     1,000

Net loss for the period from
  inception, April 9, 1998,
  through December 31, 1998              -             -   (1,385)   (1,385)
                              ------------  ------------  --------  --------

BALANCES, December 31, 1998      1,000,000         1,000   (1,385)     (385)

Net loss for the year ended
  December 31, 1999                      -             -     (135)     (135)
                              ------------  ------------  --------  --------

BALANCES, December 31, 1999      1,000,000         1,000   (1,520)     (520)

Net loss for the year ended
  December 31, 2000                      -             -   (3,605)   (3,605)
                              ------------  ------------  --------  --------

BALANCES, December 31, 2000      1,000,000  $      1,000  $(5,125)  $(4,125)
                              ============  ============  ========  ========
</TABLE>

                 See accompanying notes to financial statements.

                                       F-4
<PAGE>

                              CONUS HOLDINGS, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

                           INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>



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

                                                                        Period From
                                                                          Inception,
                                         Year            Year            April 9, 1998,
                                         Ended           Ended           Through
                                         December 31,    December 31,    December 31,
                                              2000            1999              2000
                                         --------------  --------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                               $      (3,605)  $        (135)  $        (5,125)

  Issuance of common stock for services              -               -             1,000

  Increase in payable to related party           3,605             135             4,125
                                         --------------  --------------  ----------------

      Net cash used by
        operating activities                         -               -                 -
                                         --------------  --------------  ----------------

NET INCREASE (DECREASE) IN CASH                      -               -                 -
                                         --------------  --------------  ----------------

CASH, BEGINNING OF PERIOD                            -               -                 -
                                         --------------  --------------  ----------------

CASH, END OF PERIOD                      $           -   $           -   $             -
                                         ==============  ==============  ================

</TABLE>
                    See accompanying notes to financial statements.

                                       F-5

<PAGE>

                              CONUS HOLDINGS, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

           FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, AND FOR THE
        PERIOD FROM INCEPTION, APRIL 9, 1998, THROUGH DECEMBER 31, 2000.


1.     BUSINESS,  CAPITAL  STRUCTURE,  AND  SIGNIFICANT  ACCOUNTING  POLICIES

     Business

     Conus  Holdings,  Inc. (A Development Stage Enterprise) (the "Company") was
incorporated  on  April  9,  1998  under  the  laws of the State of Nevada.  The
Company intends to develop operating opportunities through business combinations
or  mergers.  To date, the Company has not conducted any significant operations,
and  its  activities  have  focused  primarily  on  incorporation  activities,
organizational  efforts,  and corporate compliance matters.  Expenses related to
these  activities  have  been  paid by an entity owned by the Company's majority
stockholder.  As  a result, the Company has recorded a $4,125 payable to related
party  as  of  December  31,  2000.  Since the Company has not yet commenced any
principal  operations,  and has not yet earned significant revenues, the Company
is  considered  to  be  a  development stage enterprise as of December 31, 2000.

     Capital  Structure

     On  April  10, 1998, the Company's Board of Directors approved the issuance
of  1,000,000 common to the Company's founders for services which were valued at
a  nominal  amount  approximating  fair  value  ($1,000  recorded as general and
administrative  expenses in the accompanying statement of operations).  Of these
shares,  824,500  shares  were  issued to two officers of the Company, and as of
December  31,  2000,  such  shares  are  owned  by  one  officer.

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

<PAGE>

                              CONUS HOLDINGS, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

           FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, AND FOR THE
        PERIOD FROM INCEPTION, APRIL 9, 1998, THROUGH DECEMBER 31, 2000.



                              CONUS HOLDINGS, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

           FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, AND FOR THE
        PERIOD FROM INCEPTION, APRIL 9, 1998, THROUGH DECEMBER 31, 2000.



                                       F-7
1.          BUSINESS,  CAPITAL  STRUCTURE,  AND  SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Income  Taxes

     The  Company  uses  the  liability  method  of accounting for income taxes.
Accordingly,  deferred  tax  liabilities  and assets are determined based on the
difference  between  the  financial  statement  and  tax  bases  of  assets  and
liabilities,  using  enacted  tax  rates  in  effect  for  the year in which the
differences  are  expected  to  reverse.  Current  income taxes are based on the
year's  taxable  income  for  federal  and  state income tax reporting purposes.

The  Company's  net  deferred tax asset at December 31, 2000, consists solely of
net  operating losses of approximately $4,000. At December 31, 2000, the Company
provided  a  100%  valuation allowance for the tax effect of these net operating
losses  totaling  approximately  $1,000.  No  benefit  for income taxes has been
provided  in  the  accompanying  statements of operations since all deferred tax
assets  have  been  fully  reserved.  The  Company  has  provided  the valuation
allowance  since  management  could  not determine that it was "more likely than
not"  that  the  benefits  of  the  deferred  tax  assets  would  be  realized.

Going  Concern  and  Management's  Plans

The  Company  has  not  commenced  significant  operations  and  has  no  liquid
resources.  Further, the development of operations and the acquisition of liquid
resources  are contingent solely on the Company's ability to complete a business
combination  transaction.  Such  matters  raise  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going concern.  Management's plans with
respect  to these conditions are to search for additional sources of capital, or
new  operating  opportunities  through business combinations or mergers.  In the
interim,  the  Company will require minimal overhead, and key administrative and
management  functions  will  be  provided  by  stockholders.  Accordingly,  the
accompanying  financial statements have been presented under the assumption that
the  Company  will  continue  as  a  going  concern.

<PAGE>