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 December 31,1999

[ ]  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




              ----------------------------------------------------
              (Exact name of small business issuer in its charter)


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


   Suite 106, 1460 Pandosy Street, Kelowna, British Columbia, Canada V1Y IP3
   -------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (250) 868-8445
                           ---------------------------
                           (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
December 31, 1999:

                   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, LTD.
                          (A Development Stage Company)

                                      INDEX

                                                                            Page
                                                                            ----


Part I - Financial Information

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

         Item 2.  Plan of Operations ......................................    8

Part II  Other Information

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

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


                                        2
<PAGE>

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

                          Index to Financial Statements

PART I - FINANCIAL INOFRMATION


     Item 1. Financial Statements*


                                                                            Page


Condensed balance sheet, December 31, 1999 (unaudited)......................   4


Condensed statements of operations for the three months ended December
       31, 1999 and 1998, and from April 22, 1997 (inception)  through
       December 31, 1999 (unaudited) .......................................   5

Condensed statements of cash flows for the three months ended December
       31, 1999 and 1998, and from April 22, 1997 (inception)  through
       December 31, 1999 (unaudited) .......................................   6


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


*The  accompanying   condensed  financial  statements  are  not  covered  by  an
 Independent Certified Public Accountant's report


                                       3
<PAGE>

Part I. Item 1. Financial Information

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

                             CONDENSED BALANCE SHEET
                                   (Unaudited)

                                December 31, 1999

                                     ASSETS

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

                     LIABILITIES AND SHAREHOLDERS' (DEFICIT)

LIABILITIES
      Accrued liabilities.............................................  $ 3,914
                                                                        -------
TOTAL LIABILITIES ....................................................    3,914

SHAREHOLDERS'  (DEFICIT)
      Common stock, $.0001 par value, 100,000,000 shares
         authorized, 500,000 shares issued and outstanding
         (See Note B).................................................       50
      Additional paid-in capital......................................    4,824
      Deficit accumulated during the development stage................   (8,788)
                                                                        -------
TOTAL SHAREHOLDERS' (DEFICIT) ........................................   (3,914)
                                                                        -------
                                                                        $    --
                                                                        =======

            See accompanying notes to condensed financial statements

                                        4
<PAGE>
                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                April 21, 1997
                                            Three Months Ended           Six Months Ended        (inception)
                                         --------------------------  -------------------------     Through
                                         December 31,  December 31,  December 31, December 31,   December 31,
                                            1999          1998         1999          1998           1999
                                         ------------  ------------  ------------ ------------   ------------
<S>                                       <C>          <C>            <C>           <C>            <C>
COSTS AND EXPENSES
  Legal fees ..........................   $   3,718     $      --     $   4,386     $      --      $   4,386
  Accounting fees .....................         483            --         2,106            --          2,106
  Printing ............................         936            --         2,161            --          2,161
  Licenses and fees ...................          --            --            85            --             85
  Stock-based compensation for
    organizational costs (Note B) .....          --            --            --            --             50
                                          ---------     ---------     ---------     ---------      ---------
             LOSS FROM OPERATIONS .....      (5,137)           --        (8,738)           --         (8,788)
                                          ---------     ---------     ---------     ---------      ---------

INCOME TAX BENEFIT (EXPENSE) (NOTE C)
  Current tax benefit .................         978            --         1,663            --          1,673
  Deferred tax expense ................        (978)           --        (1,663)           --         (1,673)
                                            -------       -------       -------       -------        -------
                     NET LOSS .........   $  (5,137)    $      --     $  (8,738)    $      --      $  (8,788)
                                          =========     =========     =========     =========      =========
  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
                                          =========     =========     =========     =========      =========
</TABLE>

----------
* Less than .01 per share

            See accompanying notes to condensed financial statements

                                       5
<PAGE>
                         ABOVE AVERAGE INVESTMENTS, LTD.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                April 21, 1997
                                                          Six Months Ended       (inception)
                                                        ---------------------      Through
                                                      December 31,  December 31,  December 31,
                                                         1999          1998          1999
                                                        -------       -------       -------
<S>                                                     <C>           <C>           <C>
OPERATING ACTIVITIES
  Net loss                                              $(8,738)      $    --       $(8,788)

  Non-cash transactions:
     Stock-based compensation for
         organizational costs (Note B)                       --            --            50
  Changes in operating assets and liabilities:
     Accounts payable and accrued liabilities             3,914            --         3,914
                                                        -------       -------       -------
NET CASH (USED IN)
OPERATING ACTIVITIES                                    $(4,824)      $    --       $(4,824)
                                                        -------       -------       -------
FINANCING ACTIVITIES
   Third party expenses paid by affiliate on
     behalf of the company, recorded as
     additional-paid-in capital                           4,824            --         4,824
                                                        -------       -------       -------
NET CASH PROVIDED BY
FINANCING ACTIVITIES                                      4,824            --         4,824
                                                        -------       -------       -------
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
                                                        =======       =======       =======
</TABLE>

            See accompanying notes to condensed financial statements

                                       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  December 31,
1999 the Company incurred legal expense of $3,718,  accounting  expense of $483,
and printing  expense of $936.  For the six months  ended  December 31, 1999 the
Company incurred legal expense of $4,386, accounting expense of $2,106, printing
expense of $2,161,  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

     The  Company  intends  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 such 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 between the Company and such other
company as of the date of this registration statement.

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

     While such  disclosure may include audited  financial  statements of such a
target entity, there is no assurance 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,  such as statements of assets and
liabilities,  material  contracts,  accounts  receivable  statements,  or  other
indicia  of  the  target  entity's   condition  prior  to  consummating  such  a
transaction, with further assurances that an audited statement would be provided
within sixty days after closing.  Closing documents will include representations
that the value of the assets  conveyed to or otherwise so  transferred  will not
materially differ from the  representations  included in such closing documents,
or the transaction will be voidable.

     Due to the Company's 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.  The Company does not
anticipate  that it will have to raise  capital in the next twelve  months.  The
Company also does not expect to acquire any plant or significant equipment.

     The Company has not,  and does not intend to enter into,  any  arrangement,
agreement  or  understanding  with   non-management   shareholders  under  which
non-management  shareholders  may  directly  or  indirectly  participate  in  or
influence the management of the Company. Management currently holds 60.8% of the
outstanding  stock in the Company.  As a result,  management is in a position to
elect a majority of the directors and to control the Company's affairs.

     The Company has no full time  employees.  Our President and Secretary  have
agreed to  allocate a portion of their time to the  activities  of the  Company,
without  compensation.  These officers  anticipate that the business plan of the
Company can be  implemented  by their  devoting  approximately  5 hours each per
month to the  business  affairs of the Company and,  consequently,  conflicts of
interest may arise with respect to the limited time commitment by such officers.
The Company does not expect any significant  changes in the number of employees.
See "Directors, Executive Officers, Promoters and Control Persons - Conflicts of
Interest".

     Our officers and  directors may become  involved  with other  companies who
have a business purpose similar to that of the Company.  As a result,  potential
conflicts of interest may arise in the future. If such a conflict does arise and
an officer or director of the Company 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 such companies.  If a
situation arises in which more than one company desires to merge with or acquire
that target  company and the  principals of the proposed  target company have no
preference as to which company will

                                        8
<PAGE>
merge with or acquire  such  target  company,  the  company  which 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" and "Management."

General Business Plan

     The Company's  purpose is to seek,  investigate and, if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons  or firms who or which  desire to seek the  perceived  advantages  of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business,  industry,  or geographical  location and the Company 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
be restrictive of the Company's virtually unlimited 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  the
Company  has  nominal  assets and limited  financial  resources.  See "Part F/S,
Financial  Statements."  This lack of  diversification  should be  considered  a
substantial  risk to  shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.

     The  Company  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  in which to
participate  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.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing 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  such  business  opportunities
extremely difficult and complex.

     We have,  and will  continue to have,  no capital with which 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 initial  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-KSB's, 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 which 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, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst.  Management intends to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to its
attention through present associations of our officers and directors,  or by our
shareholders.  In analyzing prospective business opportunities,  management will
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,

                                        9
<PAGE>
if any;  prospects for the future;  nature of present and expected  competition;
the quality and experience of management services which may be available and the
depth of that management;  the potential for further research,  development,  or
exploration;  specific  risk factors not now  foreseeable  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
of acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  Officers  and  directors  of  the  Company  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.

     Management  of the Company,  while not  especially  experienced  in matters
relating to the new business of the  Company,  shall rely upon their own efforts
and, to a much lesser extent, the efforts of our shareholders,  in accomplishing
the business  purposes of the Company.  It is not  anticipated  that any outside
consultants or advisors,  except for our legal counsel and accountants,  will be
utilized by the Company to effectuate its business purposes.  However,  if we do
retain such an outside consultant or advisor,  any cash fee earned by such party
will be paid by the prospective merger/acquisition candidate, as the Company has
no cash  assets  with  which to pay such  obligation.  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,  but may
acquire a venture that is in its preliminary or development  stage or is already
operating.  It is  impossible to predict at this time the status of any business
in which the Company may become engaged,  in that such business may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.  Furthermore,  we do not
intend to seek  capital  to  finance  the  operation  of any  acquired  business
opportunity until such time as the Company has successfully consummated a merger
or acquisition.

     It is  anticipated  that the  Company  will incur  nominal  expenses in the
implementation  of its  business  plan.  Because the Company has no capital with
which to pay these anticipated expenses,  present management of the Company will
pay these  charges  with their  personal  funds,  as interest  free loans to the
Company,  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  which management has to have these loans repaid
will be from a prospective  merger or acquisition  candidate.  Management has no
agreements  with the  Company  that would  impede or prevent  consummation  of a
proposed  transaction.  There is no assurance,  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 the
dissolution of the Company.

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 the present  management and shareholders of the Company will
no longer be in control of the Company. 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 the Company's shareholders.  Furthermore, management
may negotiate or otherwise consent to the purchase of all or a portion its stock
in the  Company.  Any terms of sale of the  shares  presently  held by  officers
and/or directors of the Company will be also afforded to all other  shareholders
of the Company on similar terms and conditions. Any and all such sales will only
be made in  compliance  with the  securities  laws of the United  States and any
applicable state.

                                       10
<PAGE>
     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
successfully  consummated a merger or  acquisition  and the Company is no longer
considered a "shell" company. Until a merger or acquisition is consummated,  the
Company will not attempt to register any additional securities.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market  which may  develop in the  Company's  securities  may have a  depressive
effect on the value of the Company's  securities in the future, if such a market
develops, of which there is no assurance.

     While the actual terms of a transaction to which the Company may be a party
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 such 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 such shareholders.

     As  part of the  Company's  "due  diligence"  investigation,  officers  and
directors of the Company 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
the Company's limited financial resources and management  expertise.  The manner
in which the Company participates in an opportunity will depend on the nature of
the  opportunity,  the  respective  needs and  desires of the  Company and other
parties, the management of the opportunity and the relative negotiation strength
of the Company and such other management.

     With respect to any merger or acquisition, negotiations with target company
management  is expected  to focus on the  percentage  of the  Company  which 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,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

     We will  participate in a business  opportunity  only after the negotiation
and  execution of  appropriate  written  agreements.  Although the terms of such
agreements  cannot be predicted,  generally  such  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 such  closing,
will outline the manner of bearing costs,  including  costs  associated with the
Company's 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  within a reasonable
period of time after closing of the proposed transaction. The Company is subject
to the reporting  requirements of the '34 Act. Included in these requirements is
the  affirmative  duty of the  Company  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 the
Company's  audited  financial  statements  included in its annual report on Form
10-K (or 10-KSB, as applicable).  If such audited  financial  statements are not
available at closing, or within time parameters

                                       11
<PAGE>
necessary to insure the Company's  compliance  with the  requirements of the '34
Act,  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 the present  management  of the Company.  If such
transaction is voided, the agreement will also contain a provision providing for
the  acquisition  entity to reimburse the Company for all costs  associated with
the proposed transaction.

Year 2000 Disclosure

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the  impact  of the  upcoming  change in the  century.  If not  corrected,  many
computer  applications  could fail or create erroneous results by or at the year
2000. As a result,  many companies will be required to undertake  major projects
to address the Year 2000 issue. Because the Company has no assets, including any
personal  property such as computers,  it is not anticipated  that we will incur
any  negative  impact  as a result of this  potential  problem.  However,  it is
possible  that  this  issue  may have an  impact  on us  after  we  successfully
consummate a merger or acquisition. Management intends to address this potential
problem with any prospective  merger or acquisition  candidate.  There can be no
assurances that new management of the Company will be able to avoid a problem in
this regard after a merger or acquisition is consummated.

Competition

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

                                LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against the Company.

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<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: February 12, 2000                 By: /s/ Devinder Randhawa
                                            ------------------------------------
                                            Devinder Randhawa, President


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

                                       14