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

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

                                   FORM 10-QSB

                                   (Mark One)

[X]  Quarterly  report pursuant  section 13 or 15(d) of the Securities  Exchange
     Act of 1934 For the quarterly period ended March 31, 2000

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

       For the transition period from.................to..................

                        Commission file number 000-27545


                         ABOVE AVERAGE INVESTMENTS, INC.
              (Exact name of small business issuer in its charter)


              Nevada                                     98-0204480
--------------------------------------------------------------------------------
 (State or other jurisdiction of               (IRS Employer Identification No.)
 Incorporation or organization)


   Suite 104, 1456 St. Paul Street, Kelowna, British Columbia, Canada V1Y 2E6
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (250) 868-8177

                              --------------------
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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___

Number of shares  outstanding of the issuer's  classes of common  equity,  as of
March 31, 2000:

                   500,000 Shares of Common Stock (One Class)

Transitional Small Business Disclosure Format: Yes ___  No __X__

         This document  consists of 14 pages,  excluding  exhibits.  The Exhibit
Index is on page 13.

<PAGE>

                         ABOVE AVERAGE INVESTMENTS, INC.

                                      INDEX

Part I - Financial Information

         Item 1.  Financial Statements ....................................    3

         Item 2.  Plan of Operation .......................................    8

Part II - Other Information

         Item 6.  Exhibits and Reports on Form 8-K ........................   13

         Signatures .......................................................   14






                                        2

<PAGE>
<TABLE>

                                    ABOVE AVERAGE INVESTMENTS, LTD.
                                     (A Development Stage Company)

                                     Index to Financial Statements

PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements*
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                              <C>
Condensed balance sheet, March 31, 2000 (unaudited) ............................................................   4

Condensed statements of operations for the three months ended March 31, 2000 and
     1999, for the nine months ended March 31, 2000 and 1999,
     and from April 21, 1997 (inception) through March 31, 2000 (unaudited) ....................................   5

Condensed statements of cash flows for the nine months ended March 31, 2000 and 1999,
     and from April 21, 1997 (inception) through March 31, 2000 (unaudited) ....................................   6

Notes to condensed financial statements ........................................................................   7

<FN>

*The  accompanying   condensed  financial  statements  are  not  covered  by  an
Independent Certified Public Accountant's report
</FN>
</TABLE>

                                        3

<PAGE>

Part I. Item 1. Financial Information

<TABLE>

                                                ABOVE AVERAGE INVESTMENTS, LTD.
                                                 (A Development Stage Company)

                                                    CONDENSED BALANCE SHEET
                                                          (Unaudited)

<CAPTION>
                                                        March 31, 2000

<S>                                                                                                     <C>                <C>
                                                            ASSETS

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

                                               LIABILITIES AND SHAREHOLDERS' (DEFICIT)

LIABILITIES

      Accrued liabilities ....................................................................          $  1,495           $  1,495
                                                                                                        --------           --------
                                                         TOTAL LIABILITIES ...................             1,495              1,495
                                                                                                        --------           --------

SHAREHOLDERS' (DEFICIT)
      Common stock, $.0001 par value, 100,000,000 shares
         authorized, 500,000 shares issued and outstanding
         (See Note B) ........................................................................                50                 50
      Additional paid-in capital .............................................................            12,344             12,344
      Deficit accumulated during the development stage .......................................           (13,889)           (13,889)
                                                                                                        --------           --------
                                              TOTAL SHAREHOLDERS' (DEFICIT) ..................            (1,495)            (1,495)
                                                                                                        --------           --------
                                                                                                        $     --            $  --
                                                                                                        ========           ========

<FN>
                                      See accompanying notes to condensed financial statements
</FN>
</TABLE>

                                        4

<PAGE>
<TABLE>

                                                   ABOVE AVERAGE INVESTMENTS, LTD.
                                                    (A Development Stage Company)

                                                 CONDENSED STATEMENTS OF OPERATIONS
                                                             (Unaudited)

<CAPTION>
                                                                                                        April 21, 1997
                                                                                                          (inception)
                                                  Three Months Ended            Nine Months Ended           Through
                                             March 31,      March 31,       March 31,       March 31,      March 31,
                                              2000            1999            2000            1999           2000
                                            ---------       --------        ---------       --------       ---------
<S>                                         <C>             <C>             <C>             <C>            <C>            <C>
COSTS AND EXPENSES
    Legal fees ..........................   $   2,236       $    --         $   6,622       $    --        $   6,622      $   6,622
    Accounting fees .....................         250            --             2,106            --            2,106      $   2,106
    Printing ............................       2,865            --             5,026            --            5,026      $   5,026
    Licenses and fees ...................        --              --                85            --               85             85
    Stock-based compensation for
         organizational costs (Note 8) ..        --              --              --              --             --               50
                                            ---------       --------        ---------       --------       ---------      ---------
                LOSS FROM OPERATIONS ....      (5,351)           --           (13,839)           --          (13,889)       (13,839)
                                            ---------       --------        ---------       --------       ---------      ---------

INCOME TAX BENEFIT (EXPENSE) (NOTE C)
    Current tax benefit .................       1,019                                                          2,635         21,030
    Deferred tax expense ................      (1,019)           --            (2,635)           --           (2,644)        (1,030)
                                            ---------       --------        ---------       --------       ---------      ---------
                            NET LOSS ....   $  (5,351)      $    --         $ (13,839)      $    --        $ (13,889)     $ (13,839)
                                            =========       ========        =========       ========       =========      =========

    BASIC AND DILUTED
       LOSS PER COMMON SHARE ............   $    *          $     *         $     *         $     *        $     *
                                            =========       ========        =========       ========       =========

    BASIC AND DILUTED WEIGHTED AVERAGE
       COMMON SHARES OUTSTANDING ........     500,000        500,000          500,000        500,000        500,000
                                            =========       ========        =========       ========       =========
<FN>
* Less than .01 per share

                                      See accompanying notes to condensed financial statements
</FN>
</TABLE>

                                        5

<PAGE>
<TABLE>

                                                   ABOVE AVERAGE INVESTMENTS, LTD.
                                                   (A Development Stage Company)

                                                 CONDENSED STATEMENTS OF CASH FLOWS
                                                             (Unaudited)
<CAPTION>
                                                                                                        April 21, 1997
                                                                                  Nine Months Ended       (inception)
                                                                             -------------------------       Through
                                                                              March 31,      March 31,      March 31,
                                                                                2000          1999            2000
                                                                              --------        ----          --------
<S>                                                                           <C>             <C>          <C>             <C>
OPERATING ACTIVITIES
          Net loss ....................................................       $(13,839)       $ --         $(13,889)       $(13,839)

          Non-cash transactions:
             Stock-based compensation for
                 organizational costs (Note B) ........................           --            --               50            --
          Changes in operating assets and liabilities:
             Accounts payable and accrued liabilities .................          1,495          --            1,495           1,495
                                                                              --------        ----          --------        --------

                               NET CASH (USED IN)
                             OPERATING ACTIVITIES .....................       $(12,344)       $ --         $(12,344)       $(12,344)
                                                                              --------        ----          --------        --------

FINANCING ACTIVITIES
         Third party expenses paid by affiliate on
           behalf of the company, recorded as
           additional-paid-in capital .................................         12,344          --           12,344          12,344
                                                                              --------        ----          --------        --------

                              NET CASH PROVIDED BY
                             FINANCING ACTIVITIES .....................         12,344          --           12,344          12,344
                                                                              --------        ----          --------        --------

                             NET CHANGE IN CASH .......................           --            --             --              --
         Cash, beginning of period ....................................           --            --             --              --
                                                                              --------        ----          --------        --------
                             CASH, END OF PERIOD ......................       $   --          $ --         $   --          $   --
                                                                              ========        =====        ========        ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
              Interest ................................................       $   --          $--          $   --          $   --
                                                                              ========        =====        ========        ========
              Income taxes ............................................       $   --          $--          $   --          $   --
                                                                              ========        =====        ========        ========


Non-cash financing activities:
               500,000 shares common stock
                  issued for services .................................       $   --          $--          $    50
                                                                              ========        =====        ========

<FN>

                                      See accompanying notes to condensed financial statements
</FN>
</TABLE>
                                        6

<PAGE>


                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)


                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE A: BASIS OF PRESENTATION

The condensed  financial  statements  presented herein have been prepared by the
Company in  accordance  with the  accounting  policies in its audited  financial
statements  for the year  ended June 30,  1999 as filed in its form 10-SB  filed
December 30, 1999 and should be read in conjunction with the notes thereto.  The
Company entered the development  stage in accordance with Statement of Financial
Accounting  Standard  ("SFAS")  No. 7 on April 21,  1997 and is a "blank  check"
company with the purpose to evaluate,  structure  and complete a merger with, or
acquisition of, a privately owned corporation.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

NOTE B: RELATED PARTY TRANSACTIONS

The Company has issued an officer 500,000 shares of common stock in exchange for
services related to management and  organization  costs of $50. The officer will
provide  administrative  and marketing services as needed. The officer may, from
time to time, advance to the Company any additional funds that the Company needs
for costs in connection  with  searching for or  completing  an  acquisition  or
merger.

The Company  does not maintain a checking  account and all expenses  incurred by
the Company are paid by an affiliate.  For the three months ended March 31, 2000
the Company  incurred legal expense of $2,236,  accounting  expense of $250, and
printing  expense of $2,865.  For the nine months  ended  December  31, 1999 the
Company incurred legal expense of $6,622, accounting expense of $2,106, printing
expense of $5,026,  and filing expenses of $85. The affiliate does not expect to
be repaid for the expenses it pays on behalf of the Company. Accordingly, as the
expenses are paid, they are classified as additional paid-in capital.

NOTE C: INCOME TAXES

The Company  records its income taxes in accordance  with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net  operating  losses  during  the  periods  shown on the  condensed  financial
statements  resulting  in a deferred  tax asset,  which was fully  allowed  for,
therefore the net benefit and expense result in $-0- income taxes.

                                        7
<PAGE>

                         ABOVE AVERAGE INVESTMENTS, INC.

                                PLAN OF OPERATION

         We intend  to seek to  acquire  assets or shares of an entity  actively
engaged in a business that generates  revenues,  in exchange for its securities.
We have not identified a particular acquisition target and have not entered into
any  negotiations  regarding  an  acquisition.  As  soon  as  this  registration
statement  becomes  effective  under  Section  12 of the '34 Act,  we  intend to
contact investment bankers,  corporate  financial analysts,  attorneys and other
investment industry  professionals  through various media. None of our officers,
directors,  promoters or affiliates have engaged in any  preliminary  contact or
discussions  with  any   representative  of  any  other  company  regarding  the
possibility  of an  acquisition  or  merger  with  us as of  the  date  of  this
registration statement.

         Depending upon the nature of the relevant business  opportunity and the
applicable  state statutes  governing how the  transaction  is  structured,  the
Company's Board of Directors  expects that it will provide our shareholders with
complete disclosure  documentation  concerning a potential business  opportunity
and the structure of the proposed  business  combination  prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement, in
addition to the post-effective amendment.

         While any disclosure must include audited  financial  statements of the
target entity, we cannot assure you that such audited financial  statements will
be available.  As part of the negotiation  process,  the Board of Directors does
intend to obtain certain assurances of value, including statements of assets and
liabilities,  material  contracts,  accounts  receivable  statements,  or  other
indicia of the target  entity's  condition  prior to consummating a transaction,
with further  assurances  that an audited  statement  would be provided prior to
execution of a merger or acquisition  agreement.  Closing documents will include
representations  that the value of the assets  transferred  will not  materially
differ  from the  representations  included  in the  closing  documents,  or the
transaction will be voidable.

         Due to our  intent  to  remain a shell  corporation  until a merger  or
acquisition   candidate  is  identified,   it  is  anticipated   that  its  cash
requirements  shall be minimal,  and that all necessary  capital,  to the extent
required,  will be provided by the directors or officers.  We do not  anticipate
that we will have to raise  capital in the next  twelve  months.  We also do not
expect to acquire any plant or significant equipment.

         We  have  not,  and do not  intend  to  enter  into,  any  arrangement,
agreement   or   understanding   with   non-management   shareholders   allowing
non-management   shareholders  to  directly  or  indirectly  participate  in  or
influence our management of the Company. Management currently holds 60.8% of our
stock.  As a result,  management  is in a position  to elect a  majority  of the
directors and to control our affairs.

         We have no full time employees. Our President and Secretary have agreed
to  allocate a portion of their time to our  activities,  without  compensation.
These  officers  anticipate  that our business plan can be  implemented by their
devoting  approximately  five (5) hours each per month to our  business  affairs
and, consequently, conflicts of interest may arise with respect to their limited
time  commitment.  We do not  expect  any  significant  changes in the number of
employees. See "Management."

         Our officers and directors may become involved with other companies who
have a business  purpose  similar to ours. As a result,  potential  conflicts of
interest  may arise in the  future.  If a conflict  does arise and an officer or
director is presented  with business  opportunities  under  circumstances  where
there may be a doubt as to whether the opportunity  should belong to the Company
or another "blank check" company they are  affiliated  with,  they will disclose
the opportunity to all the companies.  If a situation arises where more than one
company desires to merge with or acquire that target company and

                                        8

<PAGE>

the  principals  of the proposed  target  company have no preference as to which
company  will merge with or acquire the target  company,  the company that first
filed a registration  statement with the Securities and Exchange Commission will
be  entitled  to proceed  with the  proposed  transaction.  See "Risk  Factors -
Affiliation With Other "Blank Check" Companies."

General Business Plan

         Our purpose is to seek,  investigate  and, if  investigation  warrants,
acquire an  interest  in business  opportunities  presented  to it by persons or
firms that desire to seek the perceived advantages of an Exchange Act registered
corporation. We will not restrict our search to any specific business, industry,
or  geographical  location  and we may  participate  in a  business  venture  of
virtually  any kind or nature.  This  discussion  of the  proposed  business  is
purposefully  general and is not meant to restrict our  discretion to search for
and enter into potential business opportunities.  Management anticipates that it
may be able to participate  in only one potential  business  venture  because we
have  nominal  assets  and  limited  financial  resources.   See  the  financial
statements at page F-1 of this prospectus.  This lack of diversification  should
be considered a substantial risk to our shareholders  because it will not permit
us to offset potential losses from one venture against gains from another.

         We may seek a business  opportunity  with  entities  that have recently
commenced operations, or that wish to utilize the public marketplace in order to
raise  additional  capital in order to expand into new  products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

         We  anticipate  that the  selection of a business  opportunity  will be
complex  and  extremely  risky.  Due  to  general  economic  conditions,   rapid
technological  advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the perceived
benefits  of a publicly  registered  corporation.  The  perceived  benefits  may
include facilitating or improving the terms for additional equity financing that
may be  sought,  providing  liquidity  for  incentive  stock  options or similar
benefits to key  employees,  providing  liquidity  (subject to  restrictions  of
applicable  statutes)  for all  shareholders  and  other  factors.  Potentially,
available business  opportunities may occur in many different  industries and at
various  stages of  development,  all of which will make the task of comparative
investigation and analysis of these business  opportunities  extremely difficult
and complex.

         We have, and will continue to have, no capital to provide the owners of
business  opportunities  with any  significant  cash or other  assets.  However,
management  believes we will be able to offer owners of  acquisition  candidates
the  opportunity  to  acquire a  controlling  ownership  interest  in a publicly
registered  company  without  incurring the cost and time required to conduct an
public offering.  The owners of the business  opportunities will, however, incur
significant  legal and  accounting  costs in connection  with  acquisition  of a
business  opportunity,  including the costs of preparing  Form 8-K's,  10-K's or
10-KSBs,  10-Q's or 10-QSBs,  agreements and related reports and documents.  The
'34 Act  specifically  requires that any merger or acquisition  candidate comply
with all applicable  reporting  requirements,  which include  providing  audited
financial  statements  to be included  within the numerous  filings  relevant to
complying  with the '34 Act.  Nevertheless,  the officers  and  directors of the
Company have not conducted market research and are not aware of statistical data
that would support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

         The analysis of new business  opportunities  will be  undertaken by our
officers  and  directors,  none  of  whom is a  professional  business  analyst.
Management  intends  to  concentrate  on  identifying   preliminary  prospective
business  opportunities  that may be brought to our  attention  through  present
associations of our officers and directors, or by our shareholders. In analyzing
prospective business opportunities, management will consider:

                                        9

<PAGE>

     o    the available technical, financial and managerial resources;

     o    working capital and other financial requirements;

     o    history of operations, if any;

     o    prospects for the future;

     o    nature of present and expected competition;

     o    the  quality  and  experience  of  management  services  that  may  be
          available and the depth of that management;

     o    the potential for further research, development, or exploration;

     o    specific risk factors not now  foreseeable but could be anticipated to
          impact our proposed activities;

     o    the potential for growth or expansion;

     o    the potential for profit;

     o    the perceived public recognition of acceptance of products,  services,
          or trades;

     o    name identification; and

     o    other relevant factors.



         Our officers and directors  expect to meet  personally  with management
and key personnel of the business  opportunity as part of their "due  diligence"
investigation.  To the extent  possible,  the Company intends to utilize written
reports and personal  investigations to evaluate the above factors.  We will not
acquire  or  merge  with any  company  that  cannot  provide  audited  financial
statements  within a  reasonable  period of time after  closing of the  proposed
transaction.

         Our  management,  while probably not especially  experienced in matters
relating to the prospective  new business of the Company,  shall rely upon their
own efforts and, to a much lesser extent,  the efforts of our  shareholders,  in
accomplishing  our  business  purposes.  We do not  anticipate  that any outside
consultants or advisors,  except for our legal counsel and accountants,  will be
utilized by us to accomplish our business purposes.  However, if we do retain an
outside  consultant  or  advisor,  any cash fee will be paid by the  prospective
merger/acquisition candidate, as we have no cash assets. We have no contracts or
agreements with any outside consultants and none are contemplated.

         We will not restrict our search for any specific kind of firms, and may
acquire a venture that is in its preliminary or development  stage or is already
operating. We cannot predict at this time the status of any business in which we
may become engaged,  because the business may need to seek  additional  capital,
may  desire to have its shares  publicly  traded,  or may seek  other  perceived
advantages that we may offer.  Furthermore,  we do not intend to seek capital to
finance  the  operation  of any  acquired  business  opportunity  until  we have
successfully consummated a merger or acquisition.

         We anticipate that we will incur nominal expenses in the implementation
of its  business  plan.  Because  we has no  capital  to pay  these  anticipated
expenses,  present  management will pay these charges with their personal funds,
as  interest  free loans,  for a minimum of twelve  months from the date of this
registration  statement.  If additional funding is necessary,  management and or
shareholders will continue to provide capital or arrange for additional  outside
funding. However, the only opportunity that

                                       10

<PAGE>

management  has to have these loans repaid will be from a prospective  merger or
acquisition candidate. Management has no agreements with us that would impede or
prevent consummation of a proposed transaction.  We cannot assure, however, that
management will continue to provide capital  indefinitely if a merger  candidate
cannot be found. If a merger candidate cannot be found in a reasonable period of
time,  management may be required reconsider its business strategy,  which could
result in our dissolution.

Acquisition of Opportunities

         In implementing a structure for a particular business  acquisition,  we
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with another  corporation  or entity.  It may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
shareholders.  Furthermore,  management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other  shareholders on
similar terms and conditions.  Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

         While the actual terms of a transaction  that  management  may not be a
party to  cannot  be  predicted,  it may be  expected  that the  parties  to the
business  transaction  will find it desirable to avoid the creation of a taxable
event  and  thereby   structure  the  acquisition  in  a  so-called   "tax-free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the
"Code").  In order to  obtain  tax-free  treatment  under  the  Code,  it may be
necessary  for the  owners of the  acquired  business  to own 80% or more of the
voting stock of the surviving  entity.  In that event,  the  shareholders of the
Company  would  retain 20% or less of the issued and  outstanding  shares of the
surviving  entity,  which would result in significant  dilution in the equity of
the shareholders.

         As  part  of  the  "due  diligence"  investigation,  our  officers  and
directors will meet personally with management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis of verification of
certain information provided,  check references of management and key personnel,
and take other  reasonable  investigative  measures to the extent of our limited
financial  resources and  management  expertise.  How we will  participate in an
opportunity will depend on the nature of the  opportunity,  the respective needs
and  desires  of the  parties,  the  management  of the target  company  and our
relative negotiation strength.

         With  respect to any merger or  acquisition,  negotiations  with target
company  management  are expected to focus on the percentage of our Company that
the target  company  shareholders  would  acquire in  exchange  for all of their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  our shareholders  will probably hold a
substantially  lesser  percentage  ownership  interest  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the  event  we  acquire  a  company  with  substantial  assets.  Any  merger  or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

         We  will   participate  in  a  business   opportunity  only  after  the
negotiation and execution of appropriate written agreements.  Although we cannot
predict the terms of the agreements,  generally the agreements will require some
specific  representations  and  warranties  by all of the parties,  will specify
certain  events of default,  will detail the terms of closing and the conditions
that must be  satisfied  by each of the parties  prior to and after the closing,
will outline the manner of bearing costs,  including  costs  associated with our
attorneys and  accountants,  will set forth remedies on default and will include
miscellaneous other terms.

         As stated previously, we will not acquire or merge with any entity that
cannot provide  independent  audited  financial  statements  concurrent with the
closing of the proposed transaction. We are

                                       11

<PAGE>

subject  to the  reporting  requirements  of the  '34  Act.  Included  in  these
requirements  is our  affirmative  duty to file  independent  audited  financial
statements as part of its Form 8-K to be filed with the  Securities and Exchange
Commission upon consummation of a merger or acquisition,  as well as our audited
financial  statements  included in our annual report on Form 10-K (or 10-KSB, as
applicable) and quarterly  reports on Form 10-Q (or 10-QSB,  as applicable).  If
the audited financial statements are not available at closing, or if the audited
financial  statements provided do not conform to the representations made by the
candidate to be acquired in the closing  documents,  the closing  documents will
provide that the proposed  transaction will be voidable at the discretion of our
present  management.  If the  transaction  is voided,  the  agreement  will also
contain a provision providing for the acquisition entity to reimburse us for all
costs associated with the proposed transaction.

Competition

         We will remain an insignificant participant among the firms that engage
in the acquisition of business opportunities. There are many established venture
capital and financial  concerns that have  significantly  greater  financial and
personnel  resources and technical expertise than we do. In view of our combined
extremely limited financial  resources and limited management  availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

                                LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against us.

                                       12

<PAGE>

                         ABOVE AVERAGE INVESTMENTS, INC.

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit No.       Description
         -----------       -----------

         3.1*              Articles of Incorporation

         3.2*              Amendment to Articles of Incorporation

         3.3*              Bylaws

         4.1*              Specimen Informational Statement

         4.1.1*            Form of Lock-up Agreement Executed by the
                           Company's Shareholders

         27.1              Financial Data Schedule

*Filed as an Exhibit to the  Company's  Registration  Statement  on Form  10-SB,
dated October 4, 1999, and incorporated herein by this reference.

Reports on Form 8-K

         None

                                       13

<PAGE>


                         ABOVE AVERAGE INVESTMENTS, INC.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        ABOVE AVERAGE INVESTMENTS, INC.


Date: May 12, 2000                      By: /s/ Devinder Randhawa
                                            ------------------------------------
                                            Devinder Randhawa, President

                                        By: /s/ Bob Hemmerling
                                            ------------------------------------
                                            Bob Hemmerling, Secretary

                                      14